Exhibit
4.1

         

        EXECUTION COPY

          
            

          

        

         

         

        JOHN
DEERE OWNER TRUST 2009

      

      


      Class
A-1  1.13155% Asset Backed Notes

      


      Class
A-2  1.96% Asset Backed Notes

      


      Class
A-3  2.59% Asset Backed Notes

      


      Class
A-4  3.96% Asset Backed Notes

       

      _______________________________________


      


      


      


      


      INDENTURE

      


      


      Dated as
of June 1, 2009

      


      


      
        _______________________________________




       

      U.S. BANK
NATIONAL ASSOCIATION

      


      Indenture
Trustee

       

       

       

       

      
        
          

        

      

       

       

       

       

       

       

       

       

       

       

       

      
        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      Table
of Contents

       

      Page

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  ARTICLE
      I

                                                                	 
      
	 	 
	
                                                                  DEFINITIONS
      AND INCORPORATION BY REFERENCE

                                                                	 
      
	 	 
	
                                                                  SECTION
      1.01.  Definitions

                                                                	
                                                                  2

                                                                
	
                                                                  SECTION
      1.02.  Incorporation by Reference of Trust Indenture
      Act

                                                                	
                                                                  8

                                                                
	
                                                                  SECTION
      1.03.  Rules of Construction

                                                                	
                                                                  9

                                                                
	
                                                                  SECTION
      1.04.  Calculations of Interest

                                                                	
                                                                  9

                                                                
	 
      	 
      
	
                                                                  ARTICLE
      II

                                                                	 
      
	 	 
	
                                                                  THE
      NOTES

                                                                	 
      
	 	 
	
                                                                  SECTION
      2.01.  Form

                                                                	
                                                                  10

                                                                
	
                                                                  SECTION
      2.02.  Execution, Authentication and Delivery

                                                                	
                                                                  10

                                                                
	
                                                                  SECTION
      2.03.  Temporary Notes

                                                                	
                                                                  11

                                                                
	
                                                                  SECTION
      2.04.  Registration; Registration of Transfer and
      Exchange

                                                                	
                                                                  11

                                                                
	
                                                                  SECTION
      2.05.  Mutilated, Destroyed, Lost or Stolen
Notes

                                                                	
                                                                  12

                                                                
	
                                                                  SECTION
      2.06.  Persons Deemed Owner

                                                                	
                                                                  13

                                                                
	
                                                                  SECTION
      2.07.  Payment of Principal and Interest; Defaulted
      Interest

                                                                	
                                                                  13

                                                                
	
                                                                  SECTION
      2.08.  Cancellation

                                                                	
                                                                  14

                                                                
	
                                                                  SECTION
      2.09.  Release of Collateral

                                                                	
                                                                  14

                                                                
	
                                                                  SECTION
      2.10.  Book-Entry Notes

                                                                	
                                                                  15

                                                                
	
                                                                  SECTION
      2.11.  Notices to Clearing Agency

                                                                	
                                                                  15

                                                                
	
                                                                  SECTION
      2.12.  Definitive Notes

                                                                	
                                                                  16

                                                                
	
                                                                  SECTION
      2.13.  Notes as Indebtedness for Tax Purposes

                                                                	
                                                                  16

                                                                
	 
      	 
      
	
                                                                  ARTICLE
      III

                                                                	 
      
	 	 
	
                                                                  COVENANTS

                                                                	 
      
	 	 
	
                                                                  SECTION
      3.01.  Payment of Principal and Interest

                                                                	
                                                                  16

                                                                
	
                                                                  SECTION
      3.02.  Maintenance of Office or Agency

                                                                	
                                                                  16

                                                                
	
                                                                  SECTION
      3.03.  Money for Payments To Be Held in Trust

                                                                	
                                                                  17

                                                                
	
                                                                  SECTION
      3.04.  Existence

                                                                	
                                                                  18

                                                                
	
                                                                  SECTION
      3.05.  Protection of Trust Estate

                                                                	
                                                                  18

                                                                
	
                                                                  SECTION
      3.06.  Opinions as to Trust Estate

                                                                	
                                                                  20

                                                                
	
                                                                  SECTION
      3.07.  Performance of Obligations; Servicing of
      Receivables

                                                                	
                                                                  20

                                                                
	
                                                                  SECTION
      3.08.  Negative Covenants

                                                                	
                                                                  22

                                                                
	
                                                                  SECTION
      3.09.  Annual Statement as to Compliance

                                                                	
                                                                  23

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

                                                                	
                                                                  23

                                                                
	
                                                                  SECTION
      3.11.  Successor or Transferee

                                                                	
                                                                  25

                                                                
	
                                                                  SECTION
      3.12.  No Other Business

                                                                	
                                                                  25

                                                                
	
                                                                  SECTION
      3.13.  No Borrowing

                                                                	
                                                                  25

                                                                


                                                           

                                                           

                                                          
                                                            
                                                              
                                                              

                                                            

                                                            
                                                              i

                                                              
                                                                

                                                              

                                                            

                                                            
                                                              
                                                              

                                                            

                                                          

                                                           

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        	
                SECTION
      3.14.  Servicer’s Obligations

              	
                25

              
	
                SECTION
      3.15.  Guarantees, Loans, Advances and Other
      Liabilities

              	
                25

              
	
                SECTION
      3.16.  Capital Expenditures

              	
                25

              
	
                SECTION
      3.17.  Removal of Administrator

              	
                26

              
	
                SECTION
      3.18.  Restricted Payments

              	
                26

              
	
                SECTION
      3.19.  Notice of Events of Default

              	
                26

              
	
                SECTION
      3.20.  Further Instruments and Acts

              	
                26

              
	 
      	 
      
	
                ARTICLE
      IV

              	 
      
	 	 
	
                SATISFACTION
      AND DISCHARGE

              	 
      
	 	 
	
                SECTION
      4.01.  Satisfaction and Discharge of Indenture

              	
                26

              
	
                SECTION
      4.02.  Application of Trust Money

              	
                27

              
	
                SECTION
      4.03.  Repayment of Moneys Held by Paying Agent

              	
                28

              
	 
      	 
      
	 	 
	
                ARTICLE
      V

              	 
      
	 	 
	
                REMEDIES

              	 
      
	 	 
	
                SECTION
      5.01.  Events of Default

              	
                28

              
	
                SECTION
      5.02.  Acceleration of Maturity; Rescission and
      Annulment

              	
                29

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

              	
                30

              
	
                SECTION
      5.04.  Remedies; Priorities

              	
                32

              
	
                SECTION
      5.05.  Optional Preservation of the Receivables

              	
                33

              
	
                SECTION
      5.06.  Limitation of Suits

              	
                33

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

              	
                34

              
	
                SECTION
      5.08.  Restoration of Rights and Remedies

              	
                34

              
	
                SECTION
      5.09.  Rights and Remedies Cumulative

              	
                34

              
	
                SECTION
      5.10.  Delay or Omission Not a Waiver

              	
                34

              
	
                SECTION
      5.11.  Control by Noteholders

              	
                35

              
	
                SECTION
      5.12.  Waiver of Past Defaults

              	
                35

              
	
                SECTION
      5.13.  Undertaking for Costs

              	
                35

              
	
                SECTION
      5.14.  Waiver of Stay or Extension Laws

              	
                36

              
	
                SECTION
      5.15.  Action on Notes

              	
                36

              
	
                SECTION
      5.16.  Performance and Enforcement of Certain
      Obligations

              	
                36

              
	 
      	 
      
	
                ARTICLE
      VI

              	 
      
	 	 
	
                THE
      INDENTURE TRUSTEE

              	 
      
	 	 
	
                SECTION
      6.01.  Duties of Indenture Trustee

              	
                37

              
	
                SECTION
      6.02.  Rights of Indenture Trustee

              	
                39

              
	
                SECTION
      6.03.  Individual Rights of Indenture Trustee

              	
                40

              
	
                SECTION
      6.04.  Indenture Trustee’s Disclaimer

              	
                40

              
	
                SECTION
      6.05.  Notice of Defaults

              	
                40

              
	
                SECTION
      6.06.  Reports by Indenture Trustee to Holders

              	
                40

              


      

       

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
       

      
         

        	
                SECTION
      6.07.  Compensation and Indemnity

              	
                40

              
	
                SECTION
      6.08.  Replacement of Indenture Trustee

              	
                41

              
	
                SECTION
      6.09.  Successor Indenture Trustee by Merger

              	
                42

              
	
                SECTION
      6.10.  Appointment of Co-Trustee or Separate
    Trustee

              	
                42

              
	
                SECTION
      6.11.  Eligibility; Disqualification

              	
                44

              
	
                SECTION
      6.12.  Preferential Collection of Claims Against Issuing
      Entity

              	
                44

              
	 
      	 
      
	
                ARTICLE
      VII

              	 
      
	 	 
	
                NOTEHOLDERS’
      LISTS AND REPORTS

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

              	
                44

              
	
                SECTION
      7.02.  Preservation of Information; Communications to
      Noteholders

              	
                44

              
	
                SECTION
      7.03.  Reports by Issuing Entity

              	
                44

              
	
                SECTION
      7.04.  Reports by Indenture Trustee

              	
                45

              
	 
      	 
      
	
                ARTICLE
      VIII

              	 
      
	 	 
	
                ACCOUNTS,
      DISBURSEMENTS AND RELEASES

              	 
      
	 	 
	
                SECTION
      8.01.  Collection of Money

              	
                45

              
	
                SECTION
      8.02.  Trust Accounts

              	
                46

              
	
                SECTION
      8.03.  General Provisions Regarding Accounts

              	
                46

              
	
                SECTION
      8.04.  Release of Trust Estate

              	
                47

              
	
                SECTION
      8.05.  Opinion of Counsel

              	
                48

              
	 
      	 
      
	
                ARTICLE
      IX

              	 
      
	 	 
	
                SUPPLEMENTAL
      INDENTURES

              	 
      
	 	 
	
                SECTION
      9.01.  Supplemental Indentures Without Consent of
      Noteholders

              	
                48

              
	
                SECTION
      9.02.  Supplemental Indentures with Consent of
      Noteholders

              	
                49

              
	
                SECTION
      9.03.  Execution of Supplemental Indentures

              	
                51

              
	
                SECTION
      9.04.  Effect of Supplemental Indenture

              	
                51

              
	
                SECTION
      9.05.  Conformity with Trust Indenture Act

              	
                51

              
	
                SECTION
      9.06.  Reference in Notes to Supplemental
    Indentures

              	
                51

              
	 
      	 
      
	
                ARTICLE
      X

              	 
      
	 	 
	
                REDEMPTION
      OF NOTES

              	 
      
	 	 
	
                SECTION
      10.01.  Redemption

              	
                52

              
	
                SECTION
      10.02.  Form of Redemption Notice

              	
                52

              
	
                SECTION
      10.03.  Notes Payable on Redemption Date

              	
                53

              
	 
      	 
      


         

      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
         

        	
                ARTICLE
      XI

              	 
      
	 	 
	
                MISCELLANEOUS

              	 
      
	 	 
	
                SECTION
      11.01.  Compliance Certificates and Opinions,
etc

              	
                53

              
	
                SECTION
      11.02.  Form of Documents Delivered to Indenture
      Trustee

              	
                54

              
	
                SECTION
      11.03.  Acts of Noteholders

              	
                55

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

              	
                56

              
	
                SECTION
      11.05.  Notices to Noteholders; Waiver

              	
                56

              
	
                SECTION
      11.06.  Alternate Payment and Notice Provisions

              	
                57

              
	
                SECTION
      11.07.  Conflict with Trust Indenture Act

              	
                57

              
	
                SECTION
      11.08.  Effect of Headings and Table of Contents

              	
                57

              
	
                SECTION
      11.09.  Successors and Assigns

              	
                57

              
	
                SECTION
      11.10.  Separability

              	
                57

              
	
                SECTION
      11.11.  Benefits of Indenture

              	
                58

              
	
                SECTION
      11.12.  Legal Holidays

              	
                58

              
	
                SECTION
      11.13.  GOVERNING LAW

              	
                58

              
	
                SECTION
      11.14.  Counterparts

              	
                58

              
	
                SECTION
      11.15.  Recording of Indenture

              	
                58

              
	
                SECTION
      11.16.  Trust Obligation

              	
                58

              
	
                SECTION
      11.17.  No Petition

              	
                58

              
	
                SECTION
      11.18.  Subordination Agreement

              	
                59

              
	
                SECTION
      11.19.  No Recourse

              	
                59

              
	
                SECTION
      11.20.  Inspection

              	
                59

              
	
                SECTION
      11.21.  Limitation of Liability

              	
                59

              


      

       

      EXHIBITS

      Testimonium,
Signatures and Seals Acknowledgments

       

      Exhibit
A                      Schedule
of Receivables

      Exhibit
B                      Form
of Sale and Servicing Agreement

      Exhibit
C                      Form
of Depository Agreement

      Exhibit
D                      Form
of Class A-1 Note

      Exhibit
E                      Form
of Class A-2 Note

      Exhibit
F                      Form
of Class A-3 Note

      Exhibit
G                      Form
of Class A-4 Note

       

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      INDENTURE
dated as of June 1, 2009, between JOHN DEERE OWNER TRUST 2009, a Delaware
statutory trust (the “Issuing Entity”), and U.S. BANK NATIONAL ASSOCIATION, a
national banking association, solely as trustee and not in its individual
capacity (the “Indenture Trustee”).

       

      Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of the Issuing Entity’s Class A-1 1.13155% Asset
Backed Notes (the “Class A-1 Notes”), Class A-2 1.96% Asset Backed Notes (the
“Class A-2 Notes”), Class A-3 2.59% Asset Backed Notes (the “Class A-3 Notes”)
and the Class A-4 3.96% Asset Backed Notes (the “Class A-4 Notes” and together
with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the
“Notes”):

       

      GRANTING
CLAUSE

       

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

       

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

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
I

       

      DEFINITIONS
AND INCORPORATION BY REFERENCE

       

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

       

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

       

      “Administration
Agreement” means the Administration Agreement dated as of June 1, 2009,
among the Administrator, the Issuing Entity and the Indenture Trustee as amended
or supplemented from time to time.

       

      “Administrator” means
the administrator under the Administration Agreement.

       

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

       

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

       

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

       

      “Basic Documents”
means this Indenture, the Certificate of Trust, the Trust Agreement, the
Purchase Agreement, the Sale and Servicing Agreement, the Administration
Agreement, the Depository Agreement and other documents and certificates
delivered in connection therewith.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

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

       

      “Business Day” means
any day other than a Saturday, a Sunday or a day on which banking institutions
or trust companies in The City of New York, Chicago, Illinois or St. Paul,
Minnesota are authorized or obligated by law, regulation or executive order to
remain closed.

       

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

       

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

       

      “Class A-1 Note” means
a Class A-1 1.13155% Asset-Backed Note, substantially in the form of Exhibit
D.

       

      “Class A-1 Note Interest
Rate” means 1.13155% per annum.

       

      “Class A-2 Note” means
a Class A-2 1.96% Asset Backed Note, substantially in the form of Exhibit
E.

       

      “Class A-2 Note Interest
Rate” means 1.96% per annum.

       

      “Class A-3 Note” means
a Class A-3 2.59% Asset Backed Note, substantially in the form of Exhibit
F.

       

      “Class A-3 Note Interest
Rate” means 2.59% per annum.

       

      “Class A-4 Note” means
a Class A-4 3.96% Asset Backed Note, substantially in the form of Exhibit
G.

       

      “Class A-4 Note Interest
Rate” means 3.96% per annum.

       

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

       

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

       

      “Closing Date” means
June 9, 2009.

       

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

       

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

       

      “Corporate Trust
Office” means the office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered which office
at the date of 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      the
execution of this Indenture is located at 209 South LaSalle Street, Suite 300,
Chicago, Illinois 60604, Attention:  John Deere Owner Trust 2009,
facsimile No.: 312-325-8905, or at such other address as the Indenture Trustee
may designate from time to time by notice to the Noteholders and the Issuing
Entity, or the corporate trust office of any successor Indenture Trustee (the
address of which the successor Indenture Trustee will notify the Noteholders and
the Issuing Entity).

       

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

       

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

       

      “Depository Agreement”
means the agreement among the Issuing Entity and The Depository Trust Company,
as the initial Clearing Agency, dated the Closing Date, substantially in the
form of Exhibit C, as amended or supplemented from time to time.

       

      “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended.

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Indenture Trustee”
means U.S. Bank National Association, a national banking association, as
Indenture Trustee under this Indenture, or any successor Indenture Trustee under
this Indenture.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “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 11.01, made by an Independent
appraiser, firm of certified public accountants or other expert appointed by an
Issuing Entity Order and acceptable to the Indenture Trustee, and such opinion
or certificate shall state that the signer has read the definition of
“Independent” in this Indenture and that the signer is Independent within the
meaning thereof.

       

      “Issuing Entity” means
John Deere Owner Trust 2009 until a successor replaces it and, thereafter, means
the successor and, for purposes of any provision contained herein and required
by the TIA, each other obligor on the Notes.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      “Owner Trustee” means
BNY Mellon Trust of Delaware not in its individual capacity but solely as Owner
Trustee under the Trust Agreement, or any successor Owner Trustee under the
Trust Agreement.

       

      “Paying Agent” means
the Indenture Trustee, U.S. Bank National Association or any Person that meets
the eligibility standards for the Indenture Trustee specified in Section 6.11
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.

       

      
        
          
          

        

        
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      “Payment Date” means
the 15th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing July 15, 2009; provided, however, that if any
Class A-1 Notes are outstanding after the Payment Date in June 2010, Payment
Date shall also mean, solely in the context of determining the date for final
payment of the Class A-1 Notes and the interest accrual period for the Class A-1
Notes from the Payment Date in June 2010 to but excluding such final payment,
the Special Payment Date.

       

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

       

      “Predecessor Note”
means, with respect to any particular Note, every previous Note evidencing all
or a portion of the same debt as that evidenced by such particular Note; and,
for the purpose of this definition, any Note authenticated and delivered under
Section 2.05 in lieu of a mutilated, lost, destroyed or stolen Note shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Note.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

      “Sale and Servicing
Agreement” means the Sale and Servicing Agreement dated as of June 1,
2009 among the Issuing Entity, the Seller and the Servicer, in the form of
Exhibit B, as amended or supplemented from time to time.

       

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

       

      “Special Payment Date”
means July 2, 2010 with respect to the Class A-1 Notes only if any of the Class
A-1 Notes are outstanding after the Payment Date in June 2010.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      SECTION
1.02.  Incorporation by Reference
of Trust Indenture Act.  Whenever this Indenture refers to a
provision of the TIA, the provision is incorporated by reference in and


       

      
        
          
          

        

        
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      made a
part of this Indenture.  The following TIA terms used in this
Indenture have the following meanings:

       

      “Commission”
means the Securities and Exchange Commission.

       

      “indenture
securities” means the Notes.

       

      “indenture
security holder” means a Noteholder.

       

      “indenture
to be qualified” means this Indenture.

       

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

       

      “obligor”
on the indenture securities means the 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.

       

      SECTION
1.03.  Rules
of Construction.  Unless the context otherwise
requires:

       

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

       

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

       

      (iii)         “or”
is not exclusive;

       

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

       

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

       

      SECTION
1.04.  Calculations of
Interest.  All calculations of interest in respect of the Class
A-1 Notes made hereunder shall be computed on the basis of the actual number of
days in the related period of accrual divided by 360.  Interest in
respect of the Class A-1 Notes shall accrue from and including the Closing Date
or from and including the most recent Payment Date to which interest has been
paid to but excluding the current Payment Date.  For the avoidance of
doubt, if any Class A-1 Notes are outstanding after the Payment Date in June
2010, interest on the Class A-1 Notes will accrue from and including the Payment
Date in June 2010 to but excluding the Special Payment Date. All calculations of
interest in respect of the Class A-2 Notes, the Class A-3 Notes and the Class
A-4 Notes made hereunder shall be made on the basis of a 360-day year consisting
of twelve 30-day months.  Interest on the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes in respect of a Payment Date will accrue from
and including the 15th day of the month preceding such Payment Date (or the
Closing Date in the case of the first Payment Date) to and including the 14th
day of the month of such Payment Date.

       

      
        
          
          

        

        
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      ARTICLE
II

       

      THE
NOTES

       

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

       

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

       

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

       

      SECTION
2.02.  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 any time
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 Class
A-1 Notes for original issue in an aggregate principal amount of $233,600,000,
Class A-2 Notes for original issue in an aggregate principal amount of
$50,000,000, Class A-3 Notes for original issue in an aggregate principal amount
of $309,000,000 and Class A-4 Notes for original issue in an aggregate principal
amount of $81,710,000.  The aggregate principal amount of Class A-1,
Class A-2, Class A-3 and Class A-4 Notes outstanding at any time may not exceed
such amounts, respectively, except as provided in Section 2.05.

       

      Each Note
shall be dated the date of its authentication.  The Notes shall be
issuable as registered Notes in the minimum denomination of $1,000 and in
integral multiples thereof.

       

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

       

      
        
          
          

        

        
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      SECTION
2.03.  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 which are
printed, lithographed, typewritten, mimeographed or otherwise produced, of the
tenor of the definitive Notes in lieu of which they are issued and with such
variations not inconsistent with the terms of this Indenture as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

       

      If
temporary Notes are issued, the 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 3.02, 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, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as definitive Notes.

       

      SECTION
2.04.  Registration; Registration
of Transfer and Exchange.  The 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 “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 Note
Registrar.

       

      If a
Person other than the Indenture Trustee is appointed by the Issuing Entity as
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 and to
obtain copies thereof, and the Indenture Trustee shall have the right to rely
upon a certificate executed on behalf of the Note Registrar by an Executive
Officer thereof as to the names and addresses of the Holders of the Notes and
the principal amounts and number of such Notes.

       

      Upon
surrender for registration of transfer of any Note at the office or agency of
the Issuing Entity to be maintained as provided in Section 3.02, if the
requirements of Section 8-401(a) of the UCC are met, the Issuing Entity shall
execute, and the Indenture Trustee shall authenticate and the Noteholder shall
obtain from the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes of the same Class in any authorized
denominations, of a like aggregate principal amount.

       

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

       

      
        
          
          

        

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

       

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

       

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

       

      Each
Noteholder, by its acceptance of a Note (and each Note Owner, by its acceptance
of a beneficial interest in a Note) will be deemed to have represented that (x)
it is not, and is not acquiring the Note on behalf of, or with “plan assets” (as
determined under Section 3(42) of ERISA) of, an “employee benefit plan” (as
defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, or a
“plan” (as defined in Section 4975 of the Code) that is subject to Section 4975
of the Code, or any employee benefit plan subject to a federal, state, local or
non-U.S. law similar to Title I of ERISA or Section 4975 of the Code, or (y) its
acquisition and holding of the Note do not give rise to a transaction prohibited
under Section 406 of ERISA or Section 4975 of the Code or under any applicable
similar law for which an exemption, all of the conditions of which are
satisfied, is not available.

       

      SECTION
2.05.  Mutilated, Destroyed, Lost
or Stolen Notes.  If (i) any mutilated Note is surrendered to
the Indenture Trustee, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note, and (ii) there is
delivered to the Indenture Trustee such security or indemnity as may be required
by it to hold the Issuing Entity and the Indenture Trustee 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 Protected 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 Protected Purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such


       

      
        
          
          

        

        
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      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 any assignee of such Person, except a
Protected 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 enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

       

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

       

      SECTION
2.06.  Persons Deemed
Owner.  Prior to due presentment for registration of transfer
of any Note, the Issuing Entity, the Indenture Trustee and any agent of the
Issuing Entity or the Indenture Trustee shall treat the Person in whose name any
Note is registered (as of the day of determination) as the owner of such Note
for the purpose of receiving payments of principal of and interest, if any, on
such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the 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
2.07.  Payment of Principal and
Interest; Defaulted Interest.  (a)  The Notes shall
accrue interest as provided in the forms of the Class A-1 Note, Class A-2 Note,
Class A-3 Note and Class A-4 Note set forth in Exhibits D, E, F and G,
respectively, and such interest shall be payable on each Payment Date as
specified therein.  Any installment of interest or principal, if any,
payable on any Note which is punctually paid or duly provided for by the 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, except that, unless Definitive
Notes have been issued pursuant to Section 2.12, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payment will be made by wire
transfer in immediately available funds to the account designated by such
nominee and except for the final installment of principal payable with respect
to such Note on a Payment Date (and except for the Redemption Price for any Note
called for redemption pursuant to Section 10.01(a)) which shall be payable as
provided below.  The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.03.

       

      
        
          
          

        

        
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      (b)           The
principal of each Note shall be payable in installments on each Payment Date as
provided in the forms of the Class A-1 Note, Class A-2 Note, Class A-3 Note and
Class A-4 Note set forth in Exhibits D, E, F and G,
respectively.  Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable, if not previously paid,
on the date on which an Event of Default shall have occurred and be continuing,
if the Indenture Trustee or the Holders of the Notes representing not less than
a majority of the Outstanding Amount of the Notes have declared the Notes to be
immediately due and payable in the manner provided in Section
5.02.  All  principal payments on each Class of Notes shall
be made pro rata to the Noteholders of such Class entitled
thereto.  Upon notice to the Indenture Trustee by the Issuing Entity,
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
10.02.

       

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

       

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

       

      SECTION
2.09.  Release of
Collateral.  Subject to Section 11.01, the Indenture Trustee
shall release property from the lien of this Indenture only upon receipt of an
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 

       

      
        
          
          

        

        
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      such
Independent Certificates to the effect that the TIA does not require any such
Independent Certificates.

       

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

       

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

       

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

       

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

       

      (iv)         the
rights of Note Owners shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between such Note
Owners and the Clearing Agency and/or the Clearing Agency Participants; pursuant
to the Depository Agreement, unless and until Definitive Notes are issued
pursuant to Section 2.12, the initial Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and transmit
payments of principal of and interest on the Notes to such Clearing Agency
Participants; and

       

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

       

      SECTION
2.11.  Notices to Clearing
Agency.  Whenever a notice or other communication to the
Noteholders is required under this Indenture, unless and until Definitive Notes
shall have been issued to Note Owners pursuant to Section 2.12, the Indenture
Trustee shall give all such notices and communications specified herein to be
given to Holders of the Notes to the Clearing Agency, and shall have no
obligation to the Note Owners or other Holders of the Notes.

       

      
        
          
          

        

        
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      SECTION
2.12.  Definitive
Notes.  If (i) the Administrator advises the Indenture Trustee
in writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Notes, and the Administrator
is unable to locate a qualified successor, (ii) the Administrator at its option
advises the Indenture Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence of
an Event of Default or a Servicer Default, Note Owners representing beneficial
interests aggregating at least a majority of the Outstanding Amount of the Notes
advise the Clearing Agency in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Note Owners, then the Clearing Agency shall notify all Note Owners and the
Indenture Trustee of the occurrence of any such event and of the availability of
Definitive Notes to Note Owners requesting the same.  Upon surrender
to the Indenture Trustee of the typewritten Note or Notes representing the
Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the 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 protected in relying on,
such instructions.  Upon the issuance of Definitive Notes, the
Indenture Trustee shall recognize the Holders of the Definitive Notes as
Noteholders.

       

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

       

      ARTICLE
III

       

      COVENANTS

       

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

       

      SECTION
3.02.  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 U.S. Bank
National Association 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.

       

      
        
          
          

        

        
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      SECTION
3.03.  Money
for Payments To Be Held in Trust.  As provided in Section
8.02(a) and (b), all payments of amounts due and payable with respect to any
Notes that are to be made from amounts withdrawn from the Collection Account and
the Note Distribution Account pursuant to Section 8.02(c) shall be made on
behalf of the 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.

       

      At or
before noon (New York time) on 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.

       

      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
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 of which it
has actual knowledge (or any other obligor upon the Notes) in the making of any
payment required to be made with respect to the Notes;

       

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

       

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

       

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

       

      The
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


       

      
        
          
          

        

        
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      Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

       

      Subject
to applicable laws with respect to escheat of funds, any money held by the
Indenture Trustee or any Paying Agent in trust for the payment of any amount due
with respect to any Note and remaining unclaimed for two years after such amount
has become due and payable shall be discharged from such trust, and the
Indenture Trustee or such Paying Agent, as the case may be, shall give prompt
notice of such occurrence to the Issuing Entity and shall release such money to
the Issuing Entity on Issuing Entity Request; 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, may at the expense 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 may also adopt and employ, at the
expense of the Issuing Entity, any other reasonable means of notification of
such repayment (including, but not limited to, mailing notice of such repayment
to Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Holder).

       

      SECTION
3.04.  Existence.  The
Issuing Entity will keep in full effect its existence, rights and franchises as
a statutory trust under the laws of the State of Delaware (unless it becomes, or
any successor Issuing Entity hereunder is or becomes, organized under the laws
of any other State or of the United States of America, in which case the Issuing
Entity will keep in full effect its existence, rights and franchises under the
laws of such other jurisdiction) and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Notes, the Collateral and each other instrument or agreement included in the
Trust Estate.

       

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

       

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

       

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

       

      (iii)         enforce
any of the Collateral; or

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (viii)       other
than its Granting hereunder, the Issuing Entity has not Granted such 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
such Collateral other than the financing statement in favor of the Indenture
Trustee, and the Issuing Entity is not aware of any judgment or tax lien filing
against it; and

       

      
        
          
          

        

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

       

      SECTION
3.06.  Opinions as to Trust
Estate.  (a)  On the Closing Date, the 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 and filing of this Indenture, any indentures supplemental hereto,
and any other requisite documents, and with respect to the execution and filing
of any financing statements and continuation statements, as are necessary to
perfect and make effective the lien and security interest of this Indenture and
reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such lien and security interest
effective.

       

      (b)           On
or before February 28 in each calendar year, beginning in 2010, 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 created by
this Indenture and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain such lien and
security interest. Such Opinion of Counsel shall also describe the recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental
hereto and any other requisite documents and the execution and filing of any
financing statements and continuation statements that will, in the opinion of
such counsel, be required to maintain the lien and security interest of this
Indenture until February 28 in the following calendar year.

       

      SECTION
3.07.  Performance of Obligations;
Servicing of Receivables.  (a)  The 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 of such Person’s
material covenants or obligations under any instrument or agreement included in
the Trust Estate or that would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or
effectiveness of, any such instrument or agreement, except as expressly provided
in this Indenture, the Sale and Servicing Agreement or such other instrument or
agreement.

       

      (b)           The
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 Basic Documents and in the
instruments and agreements included in the Trust Estate, including but not
limited to filing or causing to be filed all UCC financing statements and
continuation statements required to be filed by the terms of this Indenture and
the Sale and Servicing Agreement in accordance with and within the time periods
provided for herein and therein.  Except as otherwise expressly
provided 

       

      
        
          
          

        

        
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      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
under the Sale and Servicing Agreement, the Issuing Entity shall promptly notify
a Responsible Officer of 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 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 8.01 of the Sale and
Servicing Agreement, the Issuing Entity shall appoint a successor servicer (the
“Successor Servicer”), and such Successor Servicer shall accept its appointment
by a written assumption in a form acceptable to the Indenture
Trustee.  In the event that a Successor Servicer has not been
appointed and accepted its appointment at the time when the Servicer ceases to
act as Servicer, the Indenture Trustee without further action shall
automatically be appointed the Successor Servicer, subject to Section 8.02 of
the Sale and Servicing Agreement.  The Indenture Trustee may resign as
the Servicer by giving written notice of such resignation to the Issuing Entity
and in such event will be released from such duties and obligations, such
release not to be effective until the date a new servicer enters into a
servicing agreement with the Issuing Entity as provided below.  In
each case of either the appointment of the Indenture Trustee (or any Affiliate
as provided below) as Successor Servicer, or resignation of the Indenture
Trustee as Servicer, the Indenture Trustee shall provide to the Depositor, in
writing, such information as reasonably requested by the Depositor to comply
with its reporting obligation under the Exchange Act with respect to a successor
Servicer or the resignation of the Servicer.  Upon delivery of any
such notice to the Issuing Entity, the Issuing Entity shall obtain a new
servicer as the Successor Servicer under the Sale and Servicing
Agreement.  Any Successor Servicer other than the Indenture Trustee
shall (i) be an established financial institution having a net worth of not
less than $50,000,000 and whose regular business includes the servicing of
equipment receivables, (ii) enter into a servicing agreement with the Issuing
Entity having substantially the same provisions as the provisions of the Sale
and Servicing Agreement applicable to the Servicer and (iii) shall provide to
the Depositor, in writing, such information as reasonably requested by the
Depositor to comply with its reporting obligation under the Exchange Act with
respect to a successor Servicer.  If within 30 days after the delivery
of the notice referred to above, the  Issuing Entity shall not have
obtained such a new servicer, the Indenture Trustee may appoint, or may petition
a court of competent jurisdiction to appoint, a Successor
Servicer.  In connection with any such appointment, the Indenture
Trustee may make such arrangements for the compensation of such successor as it
and such successor shall agree, subject to the limitations set forth below and
in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the
Sale and Servicing Agreement, the Issuing Entity shall enter into an agreement
with such successor for the servicing of the Receivables (such agreement to be
in form and substance satisfactory to the Indenture Trustee).  If the
Indenture Trustee shall succeed to the Servicer’s duties as servicer of the
Receivables as provided herein, it shall do so in its capacity as servicer and
not in its capacity as Indenture Trustee and, accordingly, the provisions of
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      shall be
inapplicable to the Indenture Trustee in its duties as the successor to the
Servicer and the servicing of the Receivables.  In case the Indenture
Trustee shall become successor to the Servicer under the Sale and Servicing
Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any
one of its affiliates, provided that it shall be fully liable for the actions
and omissions of such affiliate in such capacity as Successor
Servicer.

       

      (f)           Upon
any termination of the Servicer’s rights and powers pursuant to the Sale and
Servicing Agreement, the 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.

       

      (g)           Without
derogating from the absolute nature of the assignment granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
the Issuing Entity agrees that it will not, without the prior written consent of
the Indenture Trustee or the Holders of at least a majority in Outstanding
Amount of the Notes, amend, modify, waive, supplement, terminate or surrender,
or agree to any amendment, modification, supplement, termination, waiver or
surrender of, the terms of any Collateral (except to the extent otherwise
provided in the Sale and Servicing Agreement) or the Basic Documents, or waive
timely performance or observance by the Servicer or the Seller under the Sale
and Servicing Agreement or JDCC under the Purchase Agreement; provided, however,
that no such amendment shall (i) increase or reduce in any manner the amount of,
or accelerate or delay the timing of, collections of payments
on  Receivables or distributions that are required to be made for the
benefit of the Noteholders or (ii) reduce the aforesaid percentage of the Notes
which are required to consent to any such amendment, without the consent of the
holders of all the outstanding Notes.  If any such amendment,
modification, supplement or waiver shall be so consented to by the Indenture
Trustee or such Holders, the Issuing Entity agrees, promptly following a request
by the Indenture Trustee to do so, to execute and deliver, in its own name and
at its own expense, such agreements, instruments, consents and other documents
as the Indenture Trustee may reasonably deem necessary or appropriate in the
circumstances.

       

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

       

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

       

      (ii)          claim
any credit on, or make any deduction from the principal or interest payable in
respect of, the Notes (other than amounts properly withheld from such payments
under the Code) or 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

       

      
        
          
          

        

        
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      (iii)         (A)
permit the validity or effectiveness of this Indenture to be impaired, or permit
the lien of this Indenture to be amended, hypothecated, subordinated, terminated
or discharged, or permit any Person to be released from any covenants or
obligations with respect to the Notes under this Indenture except as may be
expressly permitted hereby, (B) permit any lien, charge, excise, claim, security
interest, mortgage or other encumbrance (other than the lien of this Indenture)
to be created on or extend to or otherwise arise upon or burden the Trust Estate
or any part thereof or any interest therein or the proceeds thereof (other than
tax liens, mechanics’ liens and other liens that arise by operation of law, in
each case on a Financed Equipment and arising solely as a result of an action or
omission of the related Obligor) or (C) permit the lien of this Indenture not to
constitute a valid first priority (other than with respect to any such tax,
mechanics’ or other lien arising by operation of law) security interest in the
Trust Estate.

       

      SECTION
3.09.  Annual Statement as to
Compliance.  The Issuing Entity will deliver to the Indenture
Trustee, within 120 days after the end of each fiscal year of the Issuing Entity
(commencing with the fiscal year ending in 2009), an Officer’s Certificate
stating, as to the Authorized Officer signing such Officer’s Certificate,
that

       

      (i)           a
review of the activities of the Issuing Entity during the 12-month period ending
at the end of such fiscal year (or in the case of the fiscal year ending October
2009, the period from the Closing Date to October 31, 2009) and of performance
under this Indenture has been made under such Authorized Officer’s supervision;
and

       

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

       

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

       

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

       

      (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;

       

      
        
          
          

        

        
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      (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 Trust, any
Noteholder or any Certificateholder;

       

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

       

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

       

      (i)           the
Person that acquires by conveyance or transfer the properties and assets of the
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 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, (E) expressly agrees by means of such
supplemental indenture that such Person (or if a group of Persons, then one
specified Person) shall make all filings with the Commission (and any other
appropriate Person) required by the Exchange Act in connection with the Notes
and (F) such conveyance or transfer is expressly permitted by this Indenture,
the Purchase Agreement, the Sale and Servicing Agreement and the Trust
Agreement;

       

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

       

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

       

      (iv)        
the 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 Trust, any
Noteholder or any Certificateholder;

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      (v)         any
action as 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 to
and acceptance by the Indenture Trustee of the Officer’s Certificate and Opinion
of Counsel specified in Section 3.10(b)(vi) stating that the Issuing Entity is
to be so released.

       

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

       

      SECTION
3.13.  No
Borrowing.  The 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 4.09, 4.10, 4.11 and 5.06 of the Sale and Servicing
Agreement.

       

      SECTION
3.15.  Guarantees, Loans, Advances
and Other Liabilities.  Except as contemplated by the Sale and
Servicing Agreement or this Indenture, the 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 personality).

       

      
        
          
          

        

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

       

      SECTION
3.18.  Restricted
Payments.  The Issuing Entity shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner 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, (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, (x) distributions to the Servicer, the Owner Trustee and the
Certificateholders as permitted by, and to the extent funds are available for
such purpose under, the Sale and Servicing Agreement and (y) payments to the
Indenture Trustee pursuant to Section 1(a)(ii) of the Administration Agreement.
The Issuing Entity will not, directly or indirectly, make payments to or
distributions from the Collection Account except in accordance with this
Indenture and the Basic Documents.

       

      SECTION
3.19.  Notice of Events of
Default.  The Issuing Entity agrees to give a Responsible
Officer of the Indenture Trustee and the Rating Agencies prompt written notice
of each Event of Default hereunder and, within five days after obtaining
knowledge of any of the following occurrences, written notice of each default on
the part of the Servicer or the Seller of its obligations under the Sale and
Servicing Agreement and each default on the part of JDCC of its obligations
under the Purchase Agreement.

       

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

       

      ARTICLE
IV

       

      SATISFACTION
AND DISCHARGE

       

      SECTION
4.01.  Satisfaction and Discharge
of Indenture.  This Indenture shall cease to be of further
effect with respect to the Notes except as to (i) rights of registration of
transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen
Notes, (iii) rights of Noteholders to receive payments of principal thereof and
interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12 and 3.13, (v)
the rights, obligations and immunities of the Indenture Trustee hereunder
(including the rights of the Indenture Trustee under Section 6.07 and the
obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of
Noteholders as beneficiaries hereof with respect to the property so deposited
with the Indenture Trustee payable to all or any of them, and the Indenture
Trustee, on demand of and at the expense of the Issuing Entity, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes, when

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      (A)        either

       

      (1)          all
Notes theretofore authenticated and delivered (other than (i) Notes that have
been destroyed, lost or stolen and that have been replaced or paid as provided
in Section 2.05 and (ii) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuing Entity and
thereafter repaid to the Issuing Entity or discharged from such trust, as
provided in Section 3.03) have been delivered to the Indenture Trustee for
cancellation; or

       

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

       

      (a)           have
become due and payable,

       

      (b)           will
become due and payable at the Class A-4 Final Scheduled Payment Date within one
year, or

       

      (c)           are
to be called for redemption within one year under arrangements satisfactory to
the Indenture Trustee for the giving of notice of redemption by the Indenture
Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing
Entity, in the case of clause (a), (b) or (c) immediately above, has irrevocably
deposited or caused to be irrevocably deposited with the Indenture Trustee cash
or direct obligations of or obligations guaranteed by the United States of
America (which will mature prior to the date such amounts are payable), in trust
for such purpose, in an amount sufficient to pay and discharge the entire
indebtedness on such Notes not theretofore delivered to the Indenture Trustee
for cancellation as of such day of discharge or when due on the Class A-4 Final
Scheduled Payment Date or Redemption Date (if Notes shall have been called for
redemption pursuant to Section 10.01(a)), as the case may be;

       

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

       

      SECTION
4.02.  Application of Trust
Money.  All moneys deposited with the Indenture Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Notes and this Indenture, to the payment, either
directly or through any Paying Agent, as the Indenture Trustee may determine, to
the Holders of the particular Notes for 

       

      
        
          
          

        

        
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      the
payment or redemption of which such moneys have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest; but such moneys need not be segregated from other funds except to the
extent required herein or in the Sale and Servicing Agreement or required by
law.

       

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

       

      ARTICLE
V

       

      REMEDIES

       

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

       

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

       

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

       

      (iii)         default
in the observance or performance of any covenant or agreement of the 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 representation or warranty was incorrect shall not have been eliminated or
otherwise cured, for a period of 30 days after there shall have been given, by
registered or certified mail, to the 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; or

       

      (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, 

       

      
        
          
          

        

        
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      liquidator,
assignee, custodian, trustee, sequestrator or similar official for 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 90 consecutive days;
or

       

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

       

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

       

      SECTION
5.02.  Acceleration of Maturity;
Rescission and Annulment.  If an Event of Default should occur
and be continuing, then and in every such case the Indenture Trustee or the
Holders of Notes representing a majority of the Outstanding Amount of the Notes
may declare all the Notes to be immediately due and payable, by a notice in
writing to the Issuing Entity (and to the Indenture Trustee if given by
Noteholders), and upon any such declaration the unpaid principal amount of the
Notes, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable.

       

      At any
time after such declaration of acceleration of maturity has been made and before
a judgment or decree for payment of the money due has been obtained by the
Indenture Trustee as hereinafter in this Article V provided, the Holders of
Notes representing a majority of the Outstanding Amount of the Notes, by written
notice to the 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 that
would then be due hereunder or upon such Notes if the Event of Default giving
rise to such acceleration had not occurred; and

       

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

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      SECTION
5.03.  Collection of Indebtedness
and Suits for Enforcement by Indenture
Trustee.  (a)  The Issuing Entity covenants that if
(i) default is made in the payment of any interest on any Note when the same
becomes due and payable, and such default continues for a period of five days,
or (ii) default is made in the payment of the principal of or any installment of
the principal of any Note when the same becomes due and payable, the Issuing
Entity will, upon demand of the Indenture Trustee, pay to it, for the benefit of
the Holders of the Notes, the whole amount then due and payable on such Notes
for principal and interest, with interest upon the overdue principal, and, to
the extent payment at such rate of interest shall be legally enforceable, upon
overdue installments of interest, at a rate per annum equal to the sum of (i)
the respective Note Interest Rate borne by such Notes and (ii) 1.0% and in
addition thereto such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and
counsel.

       

      (b)           In
case the 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 moneys adjudged or
decreed to be payable.

       

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

       

      (d)           In
case there shall be pending, relative to the Issuing Entity or any other obligor
upon the Notes or any Person having or claiming an ownership interest in the
Trust Estate, Proceedings under the Bankruptcy Code or any other applicable
federal or State bankruptcy, insolvency or other similar law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the 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


       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      the
Indenture Trustee shall have made any demand pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such Proceedings or
otherwise:

       

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

       

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

       

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

       

      (iv)         to
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee or the Holders of
Notes allowed in any judicial proceedings relative to the Issuing Entity, its
creditors and its property; and any trustee, receiver, liquidator, custodian or
other similar official in any such Proceeding is hereby authorized by each of
such Noteholders to make payments to the Indenture Trustee, and, in the event
that the Indenture Trustee shall consent to the making of payments directly to
such Noteholders, to pay to the Indenture Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made,
by the Indenture Trustee and each predecessor Indenture Trustee except as a
result of negligence or bad faith.

       

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

       

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


       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      and their
respective agents and attorneys, shall be for the ratable benefit of the Holders
of the Notes.

       

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

       

      SECTION
5.04.  Remedies;
Priorities.  (a)  If an Event of Default shall have
occurred and be continuing, the Indenture Trustee may do one or more of the
following (subject to Section 5.05):

       

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

       

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

       

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

       

      (iv)         sell
the Trust Estate or any portion thereof or rights or interest therein, at one or
more public or private sales called and conducted in any manner permitted by
law; provided,
however, that
the Indenture Trustee may not sell or otherwise liquidate the Trust Estate
following an Event of Default, other than an Event of Default described in
Section 5.01(i) or (ii), unless (A) the Holders of 100% of the Outstanding
Amount of the Notes consent thereto, (B) the proceeds of such sale or
liquidation distributable to the Noteholders are sufficient to discharge in full
all amounts then due and unpaid upon such Notes for principal and interest or
(C) the Indenture Trustee determines that the Trust Estate will not continue to
provide sufficient funds for the payment of principal of and interest on the
Notes as they would have become due if the Notes had not been declared due and
payable, and the Indenture Trustee obtains the consent of Holders of 66-2/3% of
the Outstanding Amount of the Notes.  In determining such sufficiency
or insufficiency with respect to clause (B) and (C), the Indenture Trustee may,
but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Trust Estate for such
purpose.

       

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

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      THIRD:  to
the Issuing Entity for distribution to the Certificateholder.

       

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

       

      SECTION
5.05.  Optional Preservation of the
Receivables.  If the Notes have been declared to be due and
payable under Section 5.02 following an Event of Default and such declaration
and its consequences have not been rescinded and annulled, the Indenture Trustee
may, but need not, elect to maintain possession of the Trust
Estate.  It is the desire of the parties hereto and the Noteholders
that there be at all times sufficient funds for the payment of principal of and
interest on the Notes, and the Indenture Trustee shall take such desire into
account when determining whether or not to maintain possession of the Trust
Estate.  In determining whether to maintain possession of the Trust
Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion
of an Independent investment banking or accounting firm of national reputation
as to the feasibility of such proposed action and as to the sufficiency of the
Trust Estate for such purpose.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

      (v)          no
direction inconsistent with such written request has been given to the Indenture
Trustee during such 60-day period by the Holders of a majority of the
Outstanding Amount of the Notes; it being understood and intended that no one or
more Holders of Notes shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders of Notes or to obtain or to seek to
obtain priority or preference over any other Holders or to enforce any right
under this Indenture, except in the manner herein provided.

       

      In the
event the Indenture Trustee shall receive conflicting or inconsistent requests
and indemnity from two or more groups of Holders of Notes, each representing
less than a majority of the Outstanding Amount of the Notes, the Indenture
Trustee in its sole discretion may determine what action, if any, shall be
taken, notwithstanding any other provisions of this Indenture, and shall have no
liability to any person for such action or inaction.

       

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

       

      SECTION
5.08.  Restoration of Rights and
Remedies.  If the Indenture Trustee or any Noteholder has
instituted any Proceeding to enforce any right or remedy under this Indenture
and such Proceeding has been discontinued or abandoned for any reason or has
been determined adversely to the Indenture Trustee or to such Noteholder, then
and in every such case the 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
5.09.  Rights and Remedies
Cumulative.  No right or remedy herein conferred upon or
reserved to the Indenture Trustee or to the Noteholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

       

      SECTION
5.10.  Delay
or Omission Not a Waiver.  No delay or omission of the
Indenture Trustee or any Holder of any Note to exercise any right or remedy
accruing upon any Default or Event of Default shall impair any such right or
remedy or constitute a waiver of any such Default or Event of Default or an
acquiescence therein.  Every right and remedy given by 

       

      
        
          
          

        

        
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      this
Article V or by law to the Indenture Trustee or to the Noteholders may be
exercised from time to time, and as often as may be deemed expedient, by the
Indenture Trustee or by the Noteholders, as the case may be.

       

      SECTION
5.11.  Control by
Noteholders.  The Holders of a majority of the Outstanding
Amount of the Notes shall have the right to direct the time, method and place of
conducting any Proceeding for any remedy available to the Indenture Trustee with
respect to the Notes or exercising any trust or power conferred on the Indenture
Trustee; provided that

       

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

       

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

       

      (iii)         if
the conditions set forth in Section 5.05 have been satisfied and the Indenture
Trustee elects to retain the Trust Estate pursuant to such Section, then any
direction to the Indenture Trustee by Holders of Notes representing less than
100% of the Outstanding Amount of the Notes to sell or liquidate the Trust
Estate shall be of no force and effect; and

       

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

       

      provided, however, that,
subject to Section 6.01, the Indenture Trustee need not take any action that it
determines might involve it in liability or might materially adversely affect
the rights of any Noteholders not consenting to such action.

       

      SECTION
5.12.  Waiver of Past
Defaults.  Prior to the declaration of the acceleration of the
maturity of the Notes as provided in Section 5.02, the Holders of Notes of not
less than a majority of the Outstanding Amount of the Notes may waive any past
Default or Event of Default and its consequences except a Default (a) in payment
of principal of or interest on any of the Notes or (b) in respect of a covenant
or provision hereof which cannot be modified or amended without the consent of
the Holder of each Note.  In the case of any such waiver, the 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 impair any right consequent
thereto.

       

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

       

      SECTION
5.13.  Undertaking for
Costs.  All parties to this Indenture agree, and each Holder of
any Note by such Holder’s acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or 

       

      
        
          
          

        

        
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      remedy
under this Indenture, or in any suit against the Indenture Trustee for any
action taken, suffered or omitted by it as Indenture Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply
to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by
any Noteholder, or group of Noteholders, in each case holding in the aggregate
more than 10% of the Outstanding Amount of the Notes or (c) any suit instituted
by any Noteholder for the enforcement of the payment of principal of or interest
on any Note on or after the respective due dates expressed in such Note and in
this Indenture (or, in the case of redemption, on or after the Redemption
Date).

       

      SECTION
5.14.  Waiver of Stay or Extension
Laws.  The 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 5.04(b).

       

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

       

      (b)           If
an Event of Default has occurred and is continuing, the Indenture Trustee at the
direction (which direction shall be in writing or by telephone (confirmed in
writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding
Amount of the Notes shall 

       

      
        
          
          

        

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

       

      (d)           If
an Event of Default has occurred and is continuing, the Indenture Trustee at the
direction (which direction shall be in writing or by telephone (confirmed in
writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding
Amount of the Notes shall exercise all rights, remedies, powers, privileges and
claims of the Seller against JDCC under or in connection with the Purchase
Agreement to the extent granted as security for the Notes hereunder, including
the right or power to take any action to compel or secure performance or
observance by JDCC of each of its obligations to the Seller thereunder and to
give any consent, request, notice, direction, approval, extension or waiver
under the Purchase Agreement, and any right of the Seller to take such action
shall be suspended.

       

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

       

      ARTICLE
VI

       

      THE
INDENTURE TRUSTEE

       

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

       

      (b)           Except
during the continuance of an Event of Default:

       

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

       

      
        
          
          

        

        
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      (ii)          in
the absence of bad faith on its part, the Indenture Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Indenture
Trustee and conforming to the requirements of this Indenture; however, the
Indenture Trustee shall examine the certificates and opinions which by any
provision hereof are specifically required to be furnished to the Indenture
Trustee to determine whether or not they conform on their face to the
requirements of this Indenture, but need not confirm or investigate the accuracy
of any mathematical calculations or other facts stated therein.

       

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

       

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

       

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

       

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

       

      (iii)         the
Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it
pursuant to Section 5.11 or otherwise from Holders under the
Indenture.

       

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

       

      (e)           The
Indenture Trustee shall not be liable for interest on any money received by it
except as the Indenture Trustee may agree in writing with the 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 or the terms of this Indenture or the Sale
and Servicing Agreement.

       

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

       

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

       

      
        
          
          

        

        
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      SECTION
6.02.  Rights of Indenture
Trustee.  (a)  The Indenture Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person.  The Indenture Trustee need not investigate any
fact or matter stated in the document.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (i)           In
no event shall the Indenture Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Indenture Trustee
has been advised of the likelihood of such loss or damage and regardless of the
form of action.

       

      
        
          
          

        

        
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      SECTION
6.03.  Individual Rights of
Indenture Trustee.  The Indenture Trustee in its individual or
any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Issuing Entity or its affiliates with the same rights it would
have if it were not Indenture Trustee.  Any Paying Agent, Note
Registrar, co-registrar or co-paying agent may do the same with like
rights.  However, the Indenture Trustee must comply with Sections 6.10
and 6.11.

       

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

       

      SECTION
6.05.  Notice of
Defaults.  If a Default occurs and is continuing and if it is
actually known to a Responsible Officer of the Indenture Trustee, the Indenture
Trustee shall mail to each Noteholder notice of the Default within 90 days after
it occurs.  Except in the case of a Default in payment of principal of
or interest on any Note (including payments pursuant to the redemption
provisions of such Note), the Indenture Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Noteholders; and provided that in
the case of any default of the character specified in Section 5.01(iii), no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof.

       

      SECTION
6.06.  Reports by Indenture Trustee
to Holders.  The Indenture Trustee shall deliver to each
Noteholder such information as may be required to enable such holder to prepare
its federal and State income tax returns.  The Indenture Trustee shall
only be required to provide to the Noteholders the information given to it by
the Servicer.  The Indenture Trustee shall not be required to
determine, confirm or recompute any such information.

       

      SECTION
6.07.  Compensation and
Indemnity.  The Issuing Entity shall or shall cause the
Servicer (pursuant to the Sale and Servicing Agreement) to pay to the Indenture
Trustee from time to time reasonable compensation for its
services.  The Indenture Trustee’s compensation shall not be limited
by any law on compensation of a trustee of an express trust.  The
Issuing Entity shall or shall cause the Servicer (pursuant to the Sale and
Servicing Agreement) to reimburse the Indenture Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including pursuant to Section
6.08 and 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 (pursuant to the Sale and Servicing Agreement) to indemnify the
Indenture Trustee against any and all loss, liability, claim, damage or expense
(including the fees of either in-house counsel or outside counsel, but not both)
incurred by it in connection with the administration of this trust and the
performance of its duties hereunder.  The Indenture Trustee shall
notify the 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 obligations hereunder.  The Issuing Entity
shall or shall cause the Servicer to defend the claim 

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      and the
Indenture Trustee may have separate counsel and the Issuing Entity shall or
shall cause the Servicer to pay the fees and expenses of such
counsel.  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 wilful 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.  When the
Indenture Trustee incurs expenses after the occurrence of a Default specified in
Section 5.01(iv) or (v) with respect to the Issuing Entity, the expenses are
intended to constitute expenses of administration under the Bankruptcy Code or
any other applicable federal or State bankruptcy, insolvency or similar
law.

       

      SECTION
6.08.  Replacement of Indenture
Trustee.  No resignation or removal of the Indenture Trustee
and no appointment of a successor Indenture Trustee shall become effective until
the acceptance of appointment by the successor Indenture Trustee pursuant to
this Section 6.08.  The Indenture Trustee may resign at any time by so
notifying the Issuing Entity and the Depositor, and will provide all information
reasonably requested by the Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to the resignation of the
Indenture Trustee.  The Holders of a majority in Outstanding Amount of
the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee
and the Depositor 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.

       

      The
Depositor may remove the Indenture Trustee if the Indenture Trustee fails to
comply with Section 3.07(e), Section 6.08 or Section 6.09 of the Indenture with
respect to notice to or providing information to the Depositor, or with Section
4.16 of the Sale and Servicing Agreement, in each case if such failure continues
for the lesser or 10 days or such period in which the applicable report required
to be filed under the Exchange Act can be filed timely (without taking into
account any extensions).

       

      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, which successor
shall be, if JDCC is the Servicer, reasonably acceptable to the
Seller.

       

      A
successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuing Entity and
shall also provide all information reasonably requested by the Depositor in
order to comply with its reporting 

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      obligation
under the Exchange Act with respect to the replacement Indenture
Trustee.  Thereupon the resignation or removal of the retiring
Indenture Trustee shall become effective, and the successor Indenture Trustee
shall have all the rights, powers and duties of the Indenture Trustee under this
Indenture.  The successor Indenture Trustee shall mail a notice of its
succession to Noteholders.  The retiring Indenture Trustee shall
promptly transfer all property held by it as Indenture Trustee to the successor
Indenture Trustee.

       

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

       

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

       

      Notwithstanding
the replacement of the Indenture Trustee pursuant to this Section, the Issuing
Entity’s and the Administrator’s obligations under Section 6.07 shall continue
for the benefit of the retiring Indenture Trustee.

       

      SECTION
6.09.  Successor Indenture Trustee
by Merger.  If the Indenture Trustee consolidates with, merges
or converts into, or transfers all or substantially all its corporate trust
business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation or banking association without
any further act shall be the successor Indenture Trustee.  The
Indenture Trustee shall provide the Rating Agencies and the Depositor prior
written notice of any such transaction, provided that such corporation or
banking association shall be otherwise qualified and eligible under Section
6.11.  The Indenture Trustee shall provide the Depositor with written
notice of such event no later than one (1) Business Day after the effective date
of such merger, together with the information reasonably requested by the
Depositor in order to comply with its reporting obligation under the Exchange
Act with respect to a successor Indenture Trustee.

       

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

       

      SECTION
6.10.  Appointment of Co-Trustee or
Separate Trustee.  (a)  Notwithstanding any other
provisions of this Indenture, at any time, for the purpose of meeting any legal
requirement of any jurisdiction in which any part of the Trust may at the time
be located, the Indenture Trustee shall have the power and may execute and
deliver all instruments to appoint one or more Persons reasonably acceptable to
the Issuing Entity to act as a co-trustee

       

      
        
          
          

        

        
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      or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Trust, and to vest in such Person or Persons, in such capacity and for the
benefit of the Noteholders, such title to the Trust, or any part hereof, and,
subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary
or desirable.  No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
6.11 and no notice to Noteholders of the appointment of any co-trustee or
separate trustee shall be required under Section 6.08.

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      SECTION
6.11.  Eligibility;
Disqualification. The Indenture Trustee shall at all times satisfy
the requirements of TIA § 310(a).  The Indenture Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition and its long-term unsecured debt
shall be rated at least Baa3 by Moody’s.  The Indenture Trustee shall
comply with TIA § 310(b), including the optional provision permitted by the
second sentence of TIA § 310(b)(9); provided, however, that there shall be
excluded from the operation of TIA § 310(b)(1) any indenture or indentures under
which other securities of the Issuing Entity are outstanding if the requirements
for such exclusion set forth in TIA § 310(b)(1) are met.

       

      SECTION
6.12.  Preferential Collection of
Claims Against 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.

       

      ARTICLE
VII

       

      NOTEHOLDERS’
LISTS AND REPORTS

       

      SECTION
7.01.  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, (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
7.02.  Preservation of Information;
Communications to Noteholders.  (a)  The Indenture
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of the Holders of Notes contained in the most recent list
furnished to the Indenture Trustee as provided in Section 7.01 and the names and
addresses of Holders of Notes received by the Indenture Trustee in its capacity
as Note Registrar.  The Indenture Trustee may destroy any list
furnished to it as provided in such Section 7.01 upon receipt of a new list so
furnished.

       

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

       

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

       

      SECTION
7.03.  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 

       

      
        
          
          

        

        
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      foregoing
as the Commission may from time to time by rules and regulations prescribe)
which 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 Indenture Trustee and the Commission in accordance with rules and
regulations prescribed from time to time by the Commission such additional
information, documents and reports with respect to compliance by the Issuing
Entity with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations; and

       

      (iii)         supply
to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to
all Noteholders described in TIA § 313(c)) such summaries of any information,
documents and reports required to be filed by the Issuing Entity pursuant to
clauses (i) and (ii) of this Section 7.03(a) as may be required by rules and
regulations prescribed from time to time by the Commission.

       

      The
Trustee shall have no obligation to confirm or investigate the accuracy of any
mathematical calculations or other facts stated in the reports provided pursuant
to this Section.

       

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

       

      SECTION
7.04.  Reports by Indenture
Trustee.  If required by TIA § 313(a), within 60 days after
each February 1 beginning with February 1, 2010, the Indenture Trustee shall
mail to each Noteholder as required by TIA § 313(c) a brief report dated as of
such date that complies with TIA § 313(a).  The Indenture Trustee also
shall comply with TIA § 313(b).

       

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

       

      ARTICLE
VIII

       

      ACCOUNTS,
DISBURSEMENTS AND RELEASES

       

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

       

      
        
          
          

        

        
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      SECTION
8.02.  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 5.01 of the Sale
and Servicing Agreement.

       

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

       

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

       

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

       

      (ii)          the
Note Monthly Principal Distributable Amount in the following order of
priority:

       

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

       

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

       

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

       

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

       

      SECTION
8.03.  General Provisions Regarding
Accounts.  (a)  So long as no Default or Event of
Default shall have occurred and be continuing, all or a portion of the funds in
the Trust Accounts shall be invested in Eligible Investments and reinvested by
the Indenture Trustee upon Issuing Entity Order, subject to the provisions of
Section 5.01(b) of the Sale and Servicing Agreement.  All income or
other gain from investments of monies deposited in the Trust Accounts net of any
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      shall be
deposited by the Indenture Trustee in the Collection 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, acceptable to the Indenture Trustee, to such
effect.

       

      (b)           Subject
to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by
reason of any insufficiency in any of the Trust Accounts resulting from any loss
on any Eligible Investment included therein except for losses attributable to
the Indenture Trustee’s failure to make payments on such Eligible Investments
issued by the Indenture Trustee, in its commercial capacity as principal obligor
and not as Indenture Trustee, in accordance with their terms.

       

      (c)           If
(i) the Issuing Entity shall have failed to give investment directions for any
funds on deposit in the Trust Accounts to the Indenture Trustee by 12:00 noon
New York Time (or such other time as may be agreed by the Issuing Entity and
Indenture Trustee) on any Business Day or (ii) a Default or Event of Default
shall have occurred and be continuing with respect to the Notes but the Notes
shall not have been declared due and payable pursuant to Section 5.02, or, if
such Notes shall have been declared due and payable following an Event of
Default, amounts collected or receivable from the Trust Estate are being applied
in accordance with Section 5.05 as if there had not been such a declaration,
then the Indenture Trustee shall, to the fullest extent practicable, invest and
reinvest funds in the Trust Accounts in one or more Eligible Investments
referred to in paragraph (d) of the definition of Eligible
Investments.

       

      (d)           U.S.
Bank National Association in its capacity as “Securities Intermediary” with
respect to a Trust Account established pursuant to the Transaction Documents
agrees that (x) if it has or subsequently obtains by agreement, by operation of
law or otherwise, a security interest in a Trust Account or any financial asset
credited thereto, such security interest shall be subordinate to the security
interest of the Indenture Trustee in such Trust Account and any financial asset
credited thereto and (y) the financial assets and other items deposited to such
an Eligible Deposit Account will not be subject to deduction, set-off, banker’s
lien, or any other right in favor of any person other than the Indenture
Trustee.

       

      SECTION
8.04.  Release of Trust
Estate.  (a)  Subject to the payment of its fees and
expenses pursuant to Section 6.07, the Indenture Trustee may, and when required
by the provisions of this Indenture shall, execute instruments to release
property from the lien of this Indenture, or convey the Indenture Trustee’s
interest in the same, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture.  No party relying
upon an instrument executed by the Indenture Trustee as provided in this Article
VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into
the satisfaction of any conditions precedent or see to the application of any
monies.

       

      (b)           The
Indenture Trustee shall, at such time as there are no Notes Outstanding and all
sums due the Indenture Trustee pursuant to Section 6.07 have been paid,


       

      
        
          
          

        

        
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      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 Section 8.04(b) 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
11.01.

       

      SECTION
8.05.  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 8.04(a), accompanied by copies of any instruments involved, and the
Indenture Trustee shall also require as a condition to such action, an Opinion
of Counsel stating the legal effect of any such action, outlining the steps
required to complete the same, and concluding that all conditions precedent to
the taking of such action have been complied with and such action will not
materially and adversely impair the security for the Notes or the rights of the
Noteholders in contravention of the provisions of this Indenture; provided,
however, that such Opinion of Counsel shall not be required to express an
opinion as to the fair value of the Trust Estate. Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action.

       

      ARTICLE
IX

       

      SUPPLEMENTAL
INDENTURES

       

      SECTION
9.01.  Supplemental Indentures
Without Consent of Noteholders.  (a)  Without the
consent of the Holders of any Notes but with prior notice to the Rating
Agencies, the 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, 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
contained;

       

      (iii)         to
add to the covenants of the Issuing Entity, for the benefit of the Holders of
the 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;

       

      
        
          
          

        

        
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      (v)          to
cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture which may be inconsistent with any other provision herein
or in any supplemental indenture or to make any other provisions with respect to
matters or questions arising under this Indenture or in any supplemental
indenture; provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of the Holders
of the Notes;

       

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

       

      (vii)        to
modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under the TIA
or under any similar federal statute hereafter enacted and to add to this
Indenture such other provisions as may be expressly required by the
TIA.

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      It shall
not be necessary for any Act of Noteholders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.

       

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

       

      SECTION
9.03.  Execution of Supplemental
Indentures.  In executing, or permitting the additional trusts
created by, any supplemental indenture permitted by this Article IX or the
modifications thereby of the trusts created by this Indenture, the Indenture
Trustee shall be provided with, and subject to Sections 6.01 and 6.02, shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture.  The Indenture Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that affects the Indenture Trustee’s
own rights, duties, liabilities or immunities under this Indenture or
otherwise.

       

      SECTION
9.04.  Effect of Supplemental
Indenture.  Upon the execution of any supplemental indenture
pursuant to the provisions hereof, this Indenture shall be and be deemed to be
modified and amended in accordance therewith with respect to the Notes affected
thereby, and the respective rights, limitations of rights, obligations, duties,
liabilities and immunities under this Indenture of the Indenture Trustee, the
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
9.05.  Conformity with Trust
Indenture Act.  Every amendment of this Indenture and every
supplemental indenture executed pursuant to this Article IX shall conform to the
requirements of the Trust Indenture Act as then in effect so long as this
Indenture shall then be qualified under the Trust Indenture Act.

       

      SECTION
9.06.  Reference in Notes to
Supplemental Indentures.  Notes authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article IX
may, and if required by the Indenture Trustee shall, bear a notation in form
approved by the Indenture Trustee as to any matter provided for in such
supplemental indenture.  If the 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.

       

      
        
          
          

        

        
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      ARTICLE
X

       

      REDEMPTION
OF NOTES

       

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

       

      (b)           In
the event that the assets of the Trust are sold pursuant to Section 9.02 of the
Trust Agreement, all amounts on deposit in the Note Distribution Account shall
be paid to the Noteholders up to the Outstanding Amount of the Notes and all
accrued and unpaid interest thereon.  If amounts are to be paid to
Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuing
Entity shall, to the extent practicable, furnish notice of such event to the
Indenture Trustee not later than 25 days prior to the Redemption Date whereupon
all such amounts shall be payable on the Redemption Date.

       

      SECTION
10.02.  Form
of Redemption Notice.  (a)  Notice of redemption
under Section 10.01(a) shall be given by the Indenture Trustee by first-class
mail, postage prepaid, mailed not less than five days prior to the applicable
Redemption Date to each Holder of Notes, as of the close of business on the
Record Date preceding the applicable Redemption Date, at such Holder’s address
appearing in the Note Register.

       

      All
notices of redemption shall state:

       

      (i)           the
Redemption Date;

       

      (ii)          the
Redemption Price;

       

      (iii)         the
place where such Notes are to be surrendered for payment of the Redemption Price
(which shall be the office or agency of the Issuing Entity to be maintained as
provided in Section 3.02); and

       

      (iv)         the
CUSIP number.

       

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

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

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

       

      SECTION
10.03.  Notes Payable on Redemption
Date.  The Notes or portions thereof to be redeemed shall,
following notice of redemption as required by Section 10.02 (in the case of
redemption pursuant to Section 10.01(a)), on the Redemption Date become due and
payable at the Redemption Price and (unless the 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
11.01.  Compliance Certificates and
Opinions, etc.  (a)  Upon any application or request
by the Issuing Entity to the Indenture Trustee to take any action under any
provision of this Indenture, the Issuing Entity shall furnish to the Indenture
Trustee (i) an Officer’s Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with and (iii)
(if required by the TIA) an Independent Certificate from a firm of certified
public accountants meeting the applicable requirements of this Section, except
that, in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture,
no additional certificate or opinion need be furnished.

       

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

       

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

       

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

       

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

       

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

       

      (b)           (i)  Prior
to the deposit of any Collateral or other property or securities with the
Indenture Trustee that is to be made the basis for the release of any property
or securities subject to the lien of this Indenture, the Issuing Entity shall,
in addition to any obligation imposed in Section 11.01(a) or elsewhere in this
Indenture, furnish to the Indenture 

       

      
        
          
          

        

        
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      Trustee
an Officer’s Certificate certifying or stating the opinion of each person
signing such certificate as to the fair value (within 90 days of such deposit)
to the 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 certifying or stating the opinion of any signer thereof as to the
matters described in clause (i) above, 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 securities to be so
deposited and of all other such securities made the basis of any such withdrawal
or release since the commencement of the then-current fiscal year of the Issuing
Entity, as set forth in the certificates delivered pursuant to clause (i) above
and this clause (ii), is 10% or more of the Outstanding Amount of the Notes, but
such a certificate need not be furnished with respect to any securities so
deposited, if the fair value thereof to the Issuing Entity as set forth in the
related Officer’s Certificate is less than $25,000 or less than one percent of
the Outstanding Amount of the Notes.

       

      (iii)         Other
than with respect to the release of any Purchased Receivables or Liquidated
Receivables, whenever any property or securities are to be released from the
lien of this Indenture, the 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 of such
release) of the property or securities proposed to be released and stating that
in the opinion of such person the proposed release will not impair the security
under this Indenture in contravention of the provisions hereof.

       

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

       

      (v)           Notwithstanding
Section 2.09, Section 3.10(b) or any other provision of this Section, the
Issuing Entity may (A) collect, liquidate, sell or otherwise dispose of
Receivables as and to the extent permitted or required by the Basic Documents
and (B) make cash payments out of the Trust Accounts as and to the extent
permitted or required by the Basic Documents.

       

      SECTION
11.02.  Form
of Documents Delivered to Indenture Trustee.  In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the 

       

      
        
          
          

        

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

       

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

       

      Whenever
in this Indenture, in connection with any application or 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
11.03.  Acts
of Noteholders.  (a)  Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided such action shall become effective when such
instrument or instruments are delivered to the Indenture Trustee, and, where it
is hereby expressly required, to the Issuing Entity.  Such instrument
or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Noteholders signing such
instrument or instruments.  Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 6.01) conclusive in favor of the
Indenture Trustee and the 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.

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      SECTION
11.04.  Notices, etc., to 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 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, or
sent by facsimile, to or with the Indenture Trustee and received 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, or sent by facsimile, to the Issuing Entity addressed
to:  John Deere Owner Trust 2009, in care of BNY Mellon Trust of
Delaware, 100 White Clay Center, Route 273, Newark, Delaware 19711, Attention:
Kristine K. Gullo, Vice President, facsimile No.: (212) 815-4329, or at any
other address previously furnished in writing to the Indenture Trustee by the
Issuing Entity.  The Issuing Entity shall promptly transmit any notice
received by it from the Noteholders to the Indenture Trustee.

       

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

       

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

         

        Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by any Person entitled to receive such notice, either before or after
the event, 

      

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

      and  such
waiver shall be the equivalent of such notice.  Waivers of notice by
Noteholders shall be filed with the Indenture Trustee but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such a waiver.

       

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

       

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

       

      SECTION
11.06.  Alternate Payment and Notice
Provisions.  Notwithstanding any provision of this Indenture or
any of the Notes to the contrary, to the extent satisfactory to the Indenture
Trustee, the 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 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
11.07.  Conflict with Trust
Indenture Act.  If any provision hereof limits, qualifies or
conflicts with another provision hereof that is required to be included in this
indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control.

       

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

       

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

       

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

       

      
        
          
          

        

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

       

      SECTION
11.12.  Legal
Holidays.  In any case where the date on which any payment is
due shall not be a Business Day, then (notwithstanding any other provision of
the Notes or this Indenture) payment need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on the date on which nominally due.

       

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

       

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

       

      SECTION
11.15.  Recording of
Indenture.  If this Indenture is subject to recording in any
appropriate public recording offices, such recording is to be effected by the
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 Owner Trustee or the
Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in their individual capacity, (ii) any
owner of a beneficial interest in the Issuing Entity or (iii) any partner,
owner, beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in their individual capacity, any holder of a
beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture
Trustee or of any successor or assign of the Indenture Trustee or the Owner
Trustee in their individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the Owner
Trustee have no such obligations in their individual capacity) and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or any failure to pay any installment or call owing to such
entity.  For all purposes of this Indenture, in the performance of any
duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall
be subject to, and entitled to the benefits of, the terms and provisions of
Articles VI, VII and VIII of the Trust Agreement.

       

      SECTION
11.17.  No
Petition.  The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that, prior to the end of the period that is one year and one day after there
has been paid in full all debt issued by 

       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

       

      any
securitization vehicle in respect of which the Seller holds any interest, they
will not institute against the Seller or the Trust, or join in, or assist or
encourage others to institute, any institution against the Seller or the Trust
of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or State
bankruptcy or similar law.

       

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

       

      SECTION
11.19.  No
Recourse.  Notwithstanding any provisions herein to the
contrary, all of the obligations of the Issuing Entity under or in connection
with the Notes and this Indenture are nonrecourse obligations of the Issuing
Entity payable solely from the Collateral and following realization of the
Collateral and its reduction to zero, any claims of the Noteholders and the
Indenture Trustee against the Issuing Entity shall be extinguished and shall not
thereafter revive.  It is understood that the foregoing provisions of
this Section 11.19 shall not (i) prevent recourse to the Collateral for the sums
due or to become due under any security, instrument or agreement which is part
of the Collateral or (ii) constitute a waiver, release or discharge of any
indebtedness or obligation evidenced by the Notes or secured by this Indenture
(to the extent it relates to the obligation to make payments on the Notes) until
such Collateral has been realized and reduced to zero, whereupon any outstanding
indebtedness or obligation in respect of the Notes shall be extinguished and
shall not thereafter revive.  It is further understood that the
foregoing provisions of this Section 11.19 shall not limit the right of any
Person to name the Issuing Entity as a party defendant in any Proceeding or in
the exercise of any other remedy under the Notes or this Indenture, so long as
no judgment in the nature of a deficiency judgment shall be asked for or (if
obtained) enforced against any such Person or entity.

       

      SECTION
11.20.  Inspection.  The
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 except to the extent
disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.

       

      SECTION
11.21.  Limitation of
Liability.  It is expressly understood that (a) this Indenture
is executed and delivered by BNY Mellon Trust of Delaware, not individually or


       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

      personally
but solely as Owner Trustee, in the exercise of the powers and authority
conferred and vested in it under the Trust Agreement, dated as of June 1, 2009
(the “Trust Agreement”), between John Deere Receivables, Inc. and BNY Mellon
Trust of Delaware, (b) each of the representations, undertakings and agreements
herein made on the part of the Issuing Entity is made and intended not as
personal representations, undertakings and agreements by BNY Mellon Trust of
Delaware, but is made and intended for the purpose for binding only the Issuing
Entity and (c) under no circumstances shall BNY Mellon Trust of Delaware be
personally liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Issuing Entity under this
Indenture or the other related documents.

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       

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

       

      
        
           

          
            	 	JOHN
      DEERE OWNER TRUST 2009	 
	 	 	 
	 	By: 	
                    BNY
      MELLON TRUST OF DELAWARE,

                    not
      in its individual capacity but solely
      as 

                    Owner
      Trustee,

                  	 
	 	 	 	 
	 	 	 	 	 
	 	By:	/s/
      Kristine K. Gullo 	 
	 	 	Name: 
      	Kristine K.
      Gullo	 
	 	 	Title: 
      	Vice
    President	 
	 	 	 	 	 


          

        

         

        
           

        

        
          
            
              
                
                  
                    
                      
                        	 	
                                U.S.
      BANK NATIONAL ASSOCIATION, 

                                not
      in its individual capacity but solely as 

                                Indenture
      Trustee and with respect to Section 

                                8.03(d)
      as Securities Itnermediary,

                              	 
	 	 	 
	 	 	 	 	 
	 	By:	/s/
      Melissa A. Rosal	 
	 	 	Name: 
      	Melissa A.
      Rosal	 
	 	 	Title: 
      	Vice
    President	 
	 	 	 	 	 


                      

                    

                     

                  

                

              

            

          

        

      

       

       

       

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

      EXHIBIT
A

       

      Schedule of
Receivables

       

       

      [To be
delivered to the Trust at Closing]

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
B

       

      [Form of Sale and Servicing
Agreement]

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
C

       

      [Form of Depository
Agreement]

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
D

      
         

        
          	Registered 	
                  $233,600,000

                


        

         

      

      No.
R

       

      SEE
REVERSE FOR CERTAIN DEFINITIONS

       

      


       

      CUSIP NO.
477874 AA9

       

      [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.

       

      JOHN
DEERE OWNER TRUST 2009

       

      1.13155%
ASSET BACKED NOTES,

      CLASS
A-1

       

      John
Deere Owner Trust 2009, a statutory trust organized and existing under the laws
of the State of Delaware (herein referred to as the “Issuing Entity”), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of TWO HUNDRED AND THIRTY-THREE MILLION SIX HUNDRED THOUSAND
DOLLARS payable on each Payment Date in an amount equal to the result obtained
by multiplying (i) a fraction the numerator of which is $233,600,000 and the
denominator of which is $233,600,000 by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal of the Class
A-1 Notes pursuant to Section 8.02(c) of the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of July 2, 2010 and the Redemption Date, if any, pursuant to Section
10.01(a) of the Indenture.  The Issuing Entity will pay interest on
this Note at the Class A-1 Note Interest Rate on each Payment Date until the
principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Payment Date after giving
effect to all payments of principal made on such preceding Payment Date (or on
the initial principal amount of this Note from and including June 9, 2009 in the
case of the first Payment Date).  Interest on this Note will accrue
for each Payment Date from and including the most recent Payment Date (or, if no
interest has yet been paid on this Note, from and including June 9, 2009) to but
excluding such Payment Date.  For the avoidance of doubt, if any Class
A-1 Notes are outstanding after the Payment Date in June 2010, interest on the
Class A-1 Notes will accrue 

       

      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

       

      from and
including the Payment Date in June 2010 to but excluding the Special Payment
Date.  Interest will be computed on the basis of the actual number of
days in the period for which such interest is payable divided by
360.  Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

       

      The
principal of and interest on this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.  All payments made by the 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 whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

       

      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

       

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

       

      
        
           

          
            	Date: 	JOHN
      DEERE OWNER TRUST 2009,	 
	 	 	 
	 	By: 	
                    BNY
      MELLON TRUST OF DELAWARE,

                    not
      in its individual capacity but solely
      as 

                    Owner
      Trustee under the Trust Agreement,

                  	 
	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	Name: 
      	 	 
	 	 	Title: 
      	 	 
	 	 	 	 	 


          

        

         

      

       

      TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

       

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

       

      
        
          
            	 	
                    U.S.
      BANK NATIONAL ASSOCIATION, 

                    not
      in its individual capacity 

                    but
      solely as Indenture Trustee,

                  	 
	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	

                    Authorized
      Signatory 

                  	 
	 	 	 	 	 


          

        

         

         

         

        
          
            
            

          

          
            D-3

            
              

            

          

          
            
            

          

        

         

      

      [REVERSE
OF NOTE]

       

      This Note
is one of the Class A-1 Notes of a duly authorized issue of Notes of the Issuing
Entity, designated as its Asset Backed Notes, all issued under an Indenture
dated as of June 1, 2009 (such indenture, as supplemented or amended, is herein
called the “Indenture”), between the Issuing Entity and U.S. Bank National
Association, as indenture trustee (the “Indenture Trustee”, which term includes
any successor indenture trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the 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
defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

       

      The Notes
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.

       

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

       

      As
described above, the entire unpaid principal amount of, together with accrued
and unpaid interest on, this Note shall be due and payable on the earlier of
July 2, 2010 and the Redemption Date, if any, pursuant to Section 10.01(a) of
the Indenture.  Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Holders of the Notes representing not less than a majority of the
Outstanding Amount of the Notes have declared the Notes to be immediately due
and payable in the manner provided in Section 5.02 of the
Indenture.  All principal payments on the Notes of a Class shall be
made pro rata to the Noteholders of such Class entitled thereto.

       

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

       

      
        
          
          

        

        
          D-4

          
            

          

        

        
          
          

        

      

       

      only upon
presentation and surrender of this Note at the Indenture Trustee’s principal
Corporate Trust Office or at the office of the Indenture Trustee’s agent
appointed for such purposes located in The City of New York.

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          D-5

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the 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.

       

      
        
          
          

        

        
          D-6

          
            

          

        

        
          
          

        

      

       

      Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, neither BNY Mellon Trust of Delaware in its individual
capacity, U.S. Bank National Association, 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 or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on, or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of the
Issuing Entity.  The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Basic Documents, in the case of
an Event of Default under the Indenture, the Holder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuing Entity for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.

       

       

       

       

      
        
          
          

        

        
          D-7

          
            

          

        

        
          
          

        

      

       

      ASSIGNMENT

       

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

       

      __________________________________

      


       

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

       

      ________________________________________________________________________________

       

      
        ________________________________________________________________________________

      

      (name and address of
assignee)

       

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

       

      
        
          
            
              
                	
                        Dated:________________________________

                      	
                        _____________________________________NOTE:

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

                         

                         

                      
	 
      	
                        Signature
      Guaranteed:

                         

                         

                         

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

                      
	 
      	 
      


              

            

          

        

      

       

      
 

      
        
          
          

        

        
          D-8

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
E

       

      
        
          
            	REGISTERED	
                    $50,000,000

                  


          

           

        

      

      No.
R

       

      SEE
REVERSE FOR CERTAIN DEFINITIONS


       

      CUSIP NO.
477874 AB7

       

      [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.


       

      JOHN
DEERE OWNER TRUST 2009


       

      1.96%
ASSET BACKED NOTES,

      CLASS
A-2

       

      John
Deere Owner Trust 2009, a statutory trust organized and existing under the laws
of the State of Delaware (herein referred to as the “Issuing Entity”), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of FIFTY MILLION DOLLARS payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $50,000,000 and the denominator of which is $50,000,000 by (ii) the
aggregate amount, if any, payable from the Note Distribution Account in respect
of principal of the Class A-2 Notes pursuant to Section 8.02(c) of the
Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of September 15, 2011 and the Redemption Date, if any, pursuant to
Section 10.01(a) of the Indenture.  Except as provided in the
Indenture, no payments of principal of the Class A-2 Notes shall be made until
the principal of the Class A-1 Notes has been paid in its
entirety.  The Issuing Entity will pay interest on this Note at the
Class A-2 Note Interest Rate on each Payment Date until the principal of this
Note is paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date after giving effect to all payments of
principal made on such preceding Payment Date (or on the initial principal
amount of this Note from and including June 9, 2009 in the case of the first
Payment Date).  Interest on this Note will accrue for each Payment
Date from and including the 15th day of the month preceding such Payment Date
(or, from and including, June 9, 2009 in the case of the first 

       

      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

       

      Payment
Date) to and including the 14th day of the month of such Payment
Date.  Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months.  Such principal of and interest on
this Note shall be paid in the manner specified on the reverse
hereof.

       

      The
principal of and interest on this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.  All payments made by the 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 whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

       

      
        
          
          

        

        
          E-2

          
            

          

        

        
          
          

        

      

       

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

      
        
          
             

            
              	Date: 	JOHN
      DEERE OWNER TRUST 2009,	 
	 	 	 
	 	By: 	
                      BNY
      MELLON TRUST OF DELAWARE,

                      not
      in its individual capacity but solely
      as 

                      Owner
      Trustee under the Trust Agreement,

                    	 
	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	Name: 
      	 	 
	 	 	Title: 
      	 	 
	 	 	 	 	 


            

          

           

        

         

        TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

         

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

         

        
          
            
              	 	
                      U.S.
      BANK NATIONAL ASSOCIATION, 

                      not
      in its individual capacity 

                      but
      solely as Indenture Trustee,

                    	 
	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	

                      Authorized
      Signatory 

                    	 
	 	 	 	 	 


            

          

           

           

           

          
            
              
              

            

            
              E-3

              
                

              

            

            
              
              

            

          

        

      

       

      [REVERSE
OF NOTE]

       

      This Note
is one of the Class A-2 Notes of a duly authorized issue of Notes of the Issuing
Entity, designated as its Asset Backed Notes, all issued under an Indenture
dated as of June 1, 2009 (such indenture, as supplemented or amended, is herein
called the “Indenture”), between the Issuing Entity and U.S. Bank National
Association, as indenture trustee (the “Indenture Trustee”, which term includes
any successor indenture trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the 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
defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

       

      The Notes
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.

       

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

       

      As
described above, the entire unpaid principal amount of, together with accrued
and unpaid interest on, this Note shall be due and payable on the earlier of
September 15, 2011 and the Redemption Date, if any, pursuant to Section 10.01(a)
of the Indenture.  Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Holders of the Notes representing not less than a majority of the
Outstanding Amount of the Notes have declared the Notes to be immediately due
and payable in the manner provided in Section 5.02 of the
Indenture.  All principal payments on the Notes of a Class shall be
made pro rata to the Noteholders of such Class entitled thereto.

       

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

       

      
        
          
          

        

        
          E-4

          
            

          

        

        
          
          

        

      

       

      only upon
presentation and surrender of this Note at the Indenture Trustee’s principal
Corporate Trust Office or at the office of the Indenture Trustee’s agent
appointed for such purposes located in The City of New York.

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          E-5

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the 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.

       

      
        
          
          

        

        
          E-6

          
            

          

        

        
          
          

        

      

       

      Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, neither BNY Mellon Trust of Delaware in its individual
capacity, U.S. Bank National Association, 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 or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on, or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of the
Issuing Entity.  The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Basic Documents, in the case of
an Event of Default under the Indenture, the Holder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuing Entity for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

       

       

       

       

       

       

      
        
          
          

        

        
          E-7

          
            

          

        

        
          
          

        

      

       

      ASSIGNMENT

       

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

       

      __________________________________________

      


       

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

       

      ________________________________________________________________________________________

       

      
        ________________________________________________________________________________________

      

      (name and address of
assignee)

       

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

       

      
        
          
            	
                    Dated: _____________________________

                  	
                    ______________________________________________NOTE:

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

                     

                     

                  
	 
      	
                    Signature
      Guaranteed:

                     

                     

                     

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

                     

                  
	 
      	 
      


          

        

      

       

       

       

      
        
          
          

        

        
          E-8

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
F

      
         

        
          
            
              	REGISTERED	
                      $309,000,000

                    


            

          

        

      

       

      No.
R

       

      SEE
REVERSE FOR CERTAIN DEFINITIONS


       

      CUSIP NO.
477874 AC5

       

      [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.

      


       

      JOHN
DEERE OWNER TRUST 2009


       

      2.59%
ASSET BACKED NOTES,

      CLASS
A-3

       

      John
Deere Owner Trust 2009, a statutory trust organized and existing under the laws
of the State of Delaware (herein referred to as the “Issuing Entity”), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of THREE HUNDRED AND NINE MILLION DOLLARS payable on each Payment
Date in an amount equal to the result obtained by multiplying (i) a fraction the
numerator of which is $309,000,000 and the denominator of which is $309,000,000
by (ii) the aggregate amount, if any, payable from the Note Distribution Account
in respect of principal of the Class A-3 Notes pursuant to Section 8.02(c) of
the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of October 15, 2013 and the Redemption Date, if any, pursuant to Section
10.01(a) of the Indenture.  Except as provided in the Indenture, no
payments of principal of the Class A-3 Notes shall be made until the principal
of each of the Class A-1 Notes and the Class A-2 Notes has been paid in its
entirety.  The Issuing Entity will pay interest on this Note at the
Class A-3 Note Interest Rate on each Payment Date until the principal of this
Note is paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date after giving effect to all payments of
principal made on such preceding Payment Date (or on the initial principal
amount of this Note from and including June 9, 2009 in the case of the first
Payment Date).  Interest on this Note will accrue for each Payment


       

      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

       

      Date from
and including the 15th day of the month preceding such Payment Date (or from and
including June 9, 2009 in the case of the first Payment Date) to and including
the 14th day of the month of such Payment Date.  Interest will be
computed on the basis of a 360-day year consisting of twelve 30-day
months.  Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.

       

      The
principal of and interest on this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.  All payments made by the 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 whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

       

      
        
          
          

        

        
          F-2

          
            

          

        

        
          
          

        

      

       

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

      
        
          
             

            
              	Date: 	JOHN
      DEERE OWNER TRUST 2009,	 
	 	 	 
	 	By: 	
                      BNY
      MELLON TRUST OF DELAWARE,

                      not
      in its individual capacity

                      but
      solely
      as Owner
      Trustee 

                      under
      the Trust Agreement,

                    	 
	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	Name: 
      	 	 
	 	 	Title: 
      	 	 
	 	 	 	 	 


            

          

           

        

         

        TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

         

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

         

        
          
            
              	 	 	 
	 	
                      U.S.
      BANK NATIONAL ASSOCIATION, 

                      not
      in its individual capacity 

                      but
      solely as Indenture Trustee,

                    	 
	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	

                      Authorized
      Signatory 

                    	 
	 	 	 	 	 


            

          

           

        

      

      


      
        
          
          

        

        
          F-3

          
            

          

        

        
          
          

        

      

       

      [REVERSE
OF NOTE]

       

      This Note
is one of the Class A-3 Notes of a duly authorized issue of Notes of the Issuing
Entity, designated as its Asset Backed Notes, all issued under an Indenture
dated as of June 1, 2009 (such indenture, as supplemented or amended, is herein
called the “Indenture”), between the Issuing Entity and U.S. Bank National
Association, as indenture trustee (the “Indenture Trustee”, which term includes
any successor indenture trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the 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
defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

       

      The Notes
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.

       

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

       

      As
described above, the entire unpaid principal amount of, together with accrued
and unpaid interest on, this Note shall be due and payable on the earlier of
October 15, 2013 and the Redemption Date, if any, pursuant to Section 10.01(a)
of the Indenture.  Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Holders of the Notes representing not less than a majority of the
Outstanding Amount of the Notes have declared the Notes to be immediately due
and payable in the manner provided in Section 5.02 of the
Indenture.  All principal payments on the Notes of a Class shall be
made pro rata to the Noteholders of such Class entitled thereto.

       

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

       

      
        
          
          

        

        
          F-4

          
            

          

        

        
          
          

        

      

       

      only upon
presentation and surrender of this Note at the Indenture Trustee’s principal
Corporate Trust Office or at the office of the Indenture Trustee’s agent
appointed for such purposes located in The City of New York.

       

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

       

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

       

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

       

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

       

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

      

       

      
        
          
          

        

        
          F-5

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the 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.

       

      
        
          
          

        

        
          F-6

          
            

          

        

        
          
          

        

      

       

      Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, neither BNY Mellon Trust of Delaware in its individual
capacity, U.S. Bank National Association, 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 or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on, or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of the
Issuing Entity.  The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Basic Documents, in the case of
an Event of Default under the Indenture, the Holder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuing Entity for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

       

       

       

      
        
          
          

        

        
          F-7

          
            

          

        

        
          
          

        

      

       

      ASSIGNMENT

       

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

       

      _____________________________________

      


       

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

       

      ____________________________________________________________________________________________

       

      
        ____________________________________________________________________________________________

      

      (name and address of
assignee)

       

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

       

      
        
          
            	
                    Dated:  ___________________________

                  	
                    ___________________________________________NOTE:

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

                     

                     

                  
	 
      	
                    Signature
      Guaranteed:

                     

                     

                     

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

                     

                  
	 
      	 
      


          

        

      

       

       

      
 

      
        
          
          

        

        
          F-8

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
G

      
        
           

          
            
              
                	REGISTERED	
                        $81,710,000

                      


              

            

          

        

      

       

      No.
R

       

      SEE
REVERSE FOR CERTAIN DEFINITIONS


       

      CUSIP NO.
477874 AD3

       

      [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.

      


       

      JOHN
DEERE OWNER TRUST 2009


       

      3.96%
ASSET BACKED NOTES,

      CLASS
A-4

       

      John
Deere Owner Trust 2009, a statutory trust organized and existing under the laws
of the State of Delaware (herein referred to as the “Issuing Entity”), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of EIGHTY-ONE MILLION SEVEN HUNDRED AND TEN THOUSAND DOLLARS
payable on each Payment Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $81,710,000 and the
denominator of which is $81,710,000 by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal of the Class
A-4 Notes pursuant to Section 8.02(c) of the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of May 16, 2016 and the Redemption Date, if any, pursuant to Section
10.01(a) of the Indenture.  Except as provided in the Indenture, no
payments of principal of the Class A-4 Notes shall be made until the principal
of each of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes has
been paid in its entirety.  The Issuing Entity will pay interest on
this Note at the Class A-4 Note Interest Rate on each Payment Date until the
principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Payment Date after giving
effect to all payments of principal made on such preceding Payment Date (or on
the initial principal amount of this Note from and including June 9, 2009 in the
case of the first Payment Date).  Interest on 

       

      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      

       

      this Note
will accrue for each Payment Date from and including the 15th day of the month
preceding such Payment Date (or from and including June 9, 2009 in the case of
the first Payment Date) to and including the 14th day of the month of such
Payment Date.  Interest will be computed on the basis of a 360-day
year consisting of twelve 30-day months.  Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

       

      The
principal of and interest on this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.  All payments made by the 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 whose name appears below by manual signature, this Note shall not be
entitled to any benefit under the indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

       

      
        
          
          

        

        
          G-2

          
            

          

        

        
          
          

        

      

       

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

      
        
          
            
               

              
                	Date: 	JOHN
      DEERE OWNER TRUST 2009,	 
	 	 	 
	 	By: 	
                        BNY
      MELLON TRUST OF DELAWARE,

                        not
      in its individual capacity

                        but
      solely
      as Owner
      Trustee 

                        under
      the Trust Agreement,

                      	 
	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	Name: 
      	 	 
	 	 	Title: 
      	 	 
	 	 	 	 	 


              

            

             

          

           

          TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

           

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

           

          
            
              
                
                  	 	
                          U.S.
      BANK NATIONAL ASSOCIATION, 

                          not
      in its individual capacity but
      

                          solely
      as Indenture Trustee,

                        	 
	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	

                          Authorized
      Signatory 

                        	 
	 	 	 	 	 


                

              

            

             

          

        

      

       

       

      
        
          
          

        

        
          G-3

          
            

          

        

        
          
          

        

      

       

      [REVERSE
OF NOTE]

       

      This Note
is one of the Class A-4 Notes of a duly authorized issue of Notes of the Issuing
Entity, designated as its Asset Backed Notes, all issued under an Indenture
dated as of June 1, 2009 (such indenture, as supplemented or amended, is herein
called the “Indenture”), between the Issuing Entity and U.S. Bank National
Association, as indenture trustee (the “Indenture Trustee”, which term includes
any successor indenture trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the 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
defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

       

      The Notes
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.

       

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

       

      As
described above, the entire unpaid principal amount of, together with accrued
and unpaid interest on, this Note shall be due and payable on the earlier of May
16, 2016, and the Redemption Date, if any, pursuant to Section 10.01(a) of the
Indenture.  Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Holders of the Notes representing not less than a majority of the Outstanding
Amount of the Notes have declared the Notes to be immediately due and payable in
the manner provided in Section 5.02 of the Indenture.  All principal
payments on the Notes of a Class shall be made pro rata to the Noteholders of
such Class entitled thereto.

       

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

       

      
        
          
          

        

        
          G-4

          
            

          

        

        
          
          

        

      

       

      only upon
presentation and surrender of this Note at the Indenture Trustee’s principal
Corporate Trust Office or at the office of the Indenture Trustee’s agent
appointed for such purposes located in The City of New York.

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          G-5

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the 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.

       

      
        
          
          

        

        
          G-6

          
            

          

        

        
          
          

        

      

       

      Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, neither BNY Mellon Trust of Delaware in its individual
capacity, U.S. Bank National Association, 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 or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on, or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of the
Issuing Entity.  The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Basic Documents, in the case of
an Event of Default under the Indenture, the Holder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuing Entity for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

       

      
        
          
          

        

        
          G-7

          
            

          

        

        
          
          

        

      

       

      ASSIGNMENT

       

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

       

      _____________________________

      


       

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

       

      ______________________________________________________________________________________

       

      
        ______________________________________________________________________________________

      

      (name and address of
assignee)

       

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

       

      
        
          
            	
                    Dated:  _______________________________

                  	
                    ___________________________________________NOTE:

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

                     

                     

                  
	 
      	
                    Signature
      Guaranteed:

                     

                     

                     

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

                     

                  
	 
      	 
      


          

        

      

      


       

       

       

       G-8