Exhibit
4.1


 




 


 





CNH EQUIPMENT TRUST 2004-A


 


 


INDENTURE


 


 


between


 


 


CNH EQUIPMENT TRUST 2004-A


 


 


and


 


 


JPMORGAN
CHASE BANK,

as Indenture Trustee.


 


 


Dated as of
September 1, 2004


 




 





 

















 


TABLE
OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
  Definitions and Incorporation by Reference

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  Definitions

  	
   

  
	
  SECTION 1.2.

  	
  Incorporation
  by Reference of Trust Indenture Act

  	
   

  
	
  SECTION 1.3.

  	
  Rules of Construction

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  The Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Form

  	
   

  
	
  SECTION 2.2.

  	
  Execution,
  Authentication and Delivery

  	
   

  
	
  SECTION 2.3.

  	
  Temporary
  Notes

  	
   

  
	
  SECTION 2.4.

  	
  Registration;
  Registration of Transfer and Exchange

  	
   

  
	
  SECTION 2.5.

  	
  Mutilated,
  Destroyed, Lost or Stolen Notes

  	
   

  
	
  SECTION 2.6.

  	
  Persons Deemed Owner

  	
   

  
	
  SECTION 2.7.

  	
  Payment
  of Principal and Interest; Defaulted Interest

  	
   

  
	
  SECTION 2.8.

  	
  Cancellation

  	
   

  
	
  SECTION 2.9.

  	
  Release of Collateral

  	
   

  
	
  SECTION 2.10.

  	
  Book-Entry
  Notes

  	
   

  
	
  SECTION 2.11.

  	
  Notices to Clearing Agency

  	
   

  
	
  SECTION 2.12.

  	
  Definitive
  Notes

  	
   

  
	
  SECTION 2.13.

  	
  Tax
  Treatment

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Payment of Principal
  and Interest

  	
   

  
	
  SECTION 3.2.

  	
  Maintenance of Office
  or Agency

  	
   

  
	
  SECTION 3.3.

  	
  Money for
  Payments To Be Held in Trust

  	
   

  
	
  SECTION 3.4.

  	
  Existence

  	
   

  
	
  SECTION 3.5.

  	
  Protection of the Trust
  Estate

  	
   

  
	
  SECTION 3.6.

  	
  Opinions as to the
  Trust Estate

  	
   

  
	
  SECTION 3.7.

  	
  Performance
  of Obligations; Servicing of Receivables

  	
   

  
	
  SECTION 3.8.

  	
  Negative Covenants

  	
   

  
	
  SECTION 3.9.

  	
  Annual Statement as
  to Compliance

  	
   

  



 


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  SECTION 3.10.

  	
  Issuer
  May Consolidate, etc., Only on Certain Terms

  	
   

  
	
  SECTION 3.11.

  	
  Successor or Transferee

  	
   

  
	
  SECTION 3.12.

  	
  No
  Other Business

  	
   

  
	
  SECTION 3.13.

  	
  No
  Borrowing

  	
   

  
	
  SECTION 3.14.

  	
  Servicer’s Obligations

  	
   

  
	
  SECTION 3.15.

  	
  Guarantees,
  Loans, Advances and Other Liabilities

  	
   

  
	
  SECTION 3.16.

  	
  Capital Expenditures

  	
   

  
	
  SECTION 3.17.

  	
  Removal of Administrator

  	
   

  
	
  SECTION 3.18.

  	
  Restricted Payments

  	
   

  
	
  SECTION 3.19.

  	
  Notice of Events of Default

  	
   

  
	
  SECTION 3.20.

  	
  Further Instruments and
  Acts

  	
   

  
	
  SECTION 3.21.

  	
  Perfection Representation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  Satisfaction and Discharge

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Satisfaction
  and Discharge of Indenture

  	
   

  
	
  SECTION 4.2.

  	
  Application of Trust Money

  	
   

  
	
  SECTION 4.3.

  	
  Repayment of
  Moneys Held by Paying Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
  Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  Events
  of Default

  	
   

  
	
  SECTION 5.2.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
   

  
	
  SECTION 5.3.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Indenture Trustee

  	
   

  
	
  SECTION 5.4.

  	
  Remedies; Priorities

  	
   

  
	
  SECTION 5.5.

  	
  Optional
  Preservation of the Receivables

  	
   

  
	
  SECTION 5.6.

  	
  Limitation of Suits

  	
   

  
	
  SECTION 5.7.

  	
  Unconditional
  Rights of Noteholders To Receive Principal and Interest

  	
   

  
	
  SECTION 5.8.

  	
  Restoration of
  Rights and Remedies

  	
   

  
	
  SECTION 5.9.

  	
  Rights and Remedies
  Cumulative

  	
   

  
	
  SECTION 5.10.

  	
  Delay or Omission Not a
  Waiver

  	
   

  
	
  SECTION 5.11.

  	
  Control by Noteholders

  	
   

  



 


ii

















 


	
  SECTION 5.12.

  	
  Waiver of Past Defaults

  	
   

  
	
  SECTION 5.13.

  	
  Undertaking for Costs

  	
   

  
	
  SECTION 5.14.

  	
  Waiver of Stay or
  Extension Laws

  	
   

  
	
  SECTION 5.15.

  	
  Action
  on Notes

  	
   

  
	
  SECTION 5.16.

  	
  Performance
  and Enforcement of Certain Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  The
  Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Duties of the Indenture Trustee

  	
   

  
	
  SECTION 6.2.

  	
  Rights of Indenture Trustee

  	
   

  
	
  SECTION 6.3.

  	
  Individual Rights of the Indenture Trustee

  	
   

  
	
  SECTION 6.4.

  	
  Indenture Trustee’s Disclaimer

  	
   

  
	
  SECTION 6.5.

  	
  Notice of Defaults

  	
   

  
	
  SECTION 6.6.

  	
  Reports by Indenture Trustee to the
  Holders

  	
   

  
	
  SECTION 6.7.

  	
  Compensation and Indemnity

  	
   

  
	
  SECTION 6.8.

  	
  Replacement of the Indenture Trustee

  	
   

  
	
  SECTION 6.9.

  	
  Successor Indenture Trustee by Merger

  	
   

  
	
  SECTION 6.10.

  	
  Appointment of Co-Trustee or Separate
  Trustee

  	
   

  
	
  SECTION 6.11.

  	
  Eligibility; Disqualification

  	
   

  
	
  SECTION 6.12.

  	
  Preferential Collection of Claims Against
  the Issuer

  	
   

  
	
  SECTION 6.13.

  	
  Representations and Warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  Noteholders’
  Lists and Reports

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Issuer To Furnish Indenture Trustee Names
  and Addresses of Noteholders

  	
   

  
	
  SECTION 7.2.

  	
  Preservation of Information; Communications
  to Noteholders

  	
   

  
	
  SECTION 7.3.

  	
  Reports by Issuer

  	
   

  
	
  SECTION 7.4.

  	
  In no event shall the Indenture Trustee or
  any agent of the Indenture Trustee be obligated or responsible for preparing,
  executing, filing or delivering in respect of the Trust Estate or on behalf
  of another person, either (A) any report or filing required or permitted by
  the SEC to be prepared, executed, filed or delivered by or in respect of the
  Trust Estate or another person, or (B) any certification in respect of any
  such report or filing

  	
   

  



 


iii

















 


	
  ARTICLE VIII

  	
   

  
	
  Accounts,
  Disbursements and Releases

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Collection of Money

  	
   

  
	
  SECTION 8.2.

  	
  Trust Accounts

  	
   

  
	
  SECTION 8.3.

  	
  General Provisions Regarding Accounts

  	
   

  
	
  SECTION 8.4.

  	
  Release of Trust Estate

  	
   

  
	
  SECTION 8.5.

  	
  Opinion of Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  Supplemental
  Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1.

  	
  Supplemental Indentures Without Consent of
  Noteholders

  	
   

  
	
  SECTION 9.2.

  	
  Supplemental Indentures With Consent of
  Noteholders

  	
   

  
	
  SECTION 9.3.

  	
  Execution of Supplemental Indentures

  	
   

  
	
  SECTION 9.4.

  	
  Effect of Supplemental Indenture

  	
   

  
	
  SECTION 9.5.

  	
  Conformity with Trust Indenture Act

  	
   

  
	
  SECTION 9.6.

  	
  Reference in Notes to Supplemental
  Indentures

  	
   

  
	
  SECTION 9.7.

  	
  Amendment without Consent

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
  Redemption
  of Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1.

  	
  Redemption

  	
   

  
	
  SECTION 10.2.

  	
  Form of Redemption Notice

  	
   

  
	
  SECTION 10.3.

  	
  Notes Payable on Redemption Date

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1.

  	
  Compliance Certificates and Opinions, etc.

  	
   

  
	
  SECTION 11.2.

  	
  Form of Documents Delivered to Indenture
  Trustee

  	
   

  
	
  SECTION 11.3.

  	
  Acts of Noteholders

  	
   

  
	
  SECTION 11.4.

  	
  Notices, etc., to the Indenture Trustee,
  Issuer and Rating Agencies

  	
   

  
	
  SECTION 11.5.

  	
  Notices to Noteholders; Waiver

  	
   

  
	
  SECTION 11.6.

  	
  Alternate Payment and Notice Provisions

  	
   

  
	
  SECTION 11.7.

  	
  Conflict with Trust Indenture Act

  	
   

  
	
  SECTION 11.8.

  	
  Effect of Headings and Table of Contents

  	
   

  
	
  SECTION 11.9.

  	
  Successors and Assigns

  	
   

  



 


iv

















 


	
  SECTION 11.10.

  	
  Severability

  	
   

  
	
  SECTION 11.11.

  	
  Benefits of Indenture

  	
   

  
	
  SECTION 11.12.

  	
  Legal Holidays

  	
   

  
	
  SECTION 11.13.

  	
  Governing Law

  	
   

  
	
  SECTION 11.14.

  	
  Counterparts

  	
   

  
	
  SECTION 11.15.

  	
  Recording of Indenture

  	
   

  
	
  SECTION 11.16.

  	
  Trust Obligation

  	
   

  
	
  SECTION 11.17.

  	
  No Petition

  	
   

  
	
  SECTION 11.18.

  	
  Inspection

  	
   

  
	
  SECTION 11.19.

  	
  Subordination

  	
   

  
	
  SECTION 11.20.

  	
  Information Requests.

  	
   

  



 


v

















 


	
  EXHIBITS

  	
   

  
	
  EXHIBIT
  A-1 Form of A-1 Notes

  	
   

  
	
  EXHIBIT
  A-2 Form of A-2 Notes

  	
   

  
	
  EXHIBIT
  A-3a Form of A-3a Notes

  	
   

  
	
  EXHIBIT
  A-3b Form of A-3b Notes

  	
   

  
	
  EXHIBIT
  A-4a Form of A-4a Notes

  	
   

  
	
  EXHIBIT
  A-4b Form of A-4b Notes

  	
   

  
	
  EXHIBIT
  A-5 Form of Class B Notes

  	
   

  
	
  EXHIBIT B

  	
   

  	
  Form of
  Section 3.9 Officer’s Certificates

  	
   

  
	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
  SCHEDULE P

  	
   

  	
  Perfection
  Representations & Warranties

  	
   

  
						



 


vi

















 


INDENTURE dated as of
September 1, 2004 between CNH EQUIPMENT TRUST 2004-A, a Delaware statutory
trust (the “Issuer”), and JPMORGAN
CHASE BANK, a New York banking corporation (“JPMorgan “), as trustee and
not in its individual capacity (the “Indenture Trustee”).


 


Each party agrees as
follows for the benefit of the other party, for the benefit of the
Counterparties, and for the equal and ratable benefit of the Holders of the
Issuer’s 2.0008% Class A-1 Asset Backed Notes (each an “A-1 Note”),
2.42% Class A-2 Asset Backed Notes (each an “A-2 Note”), Floating Rate Class
A-3a Asset Backed Notes (each an “A-3a Note”), 2.94% Class A-3b
Asset Backed Notes (each an “A-3b Note”), Floating Rate Class A-4a Asset Backed Notes
(each an “A-4a
Note”), 3.48% Class A-4b Asset Backed Notes (each an “A-4b Note”)
and 3.31% Class B Asset Backed Notes (each a “Class B Note”; and together with
the A-1 Notes, the A-2 Notes, the A-3a Notes, the A-3b Notes, the A-4a Notes
and the A-4b Notes, the “Notes”).


 


GRANTING
CLAUSE


 


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


 


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


 


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


 


(c)  any proceeds with respect to the Receivables from
claims on insurance policies covering Financed Equipment or Obligors;


 


(d)  the Liquidity Receivables Purchase Agreements (only
with respect to Case Owned Contracts and NH Owned Contracts included in the
Receivables) and the Purchase Agreements, including the right of the Issuer to
cause Case Credit or NH Credit, as applicable, to repurchase Receivables from
the Seller under the circumstances described therein;


 


(e)  any proceeds from recourse to Dealers with respect to
the Receivables other than any interest in the Dealers’ reserve accounts
maintained with Case Credit or NH Credit;


 


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


 


(g)  all funds on deposit from time to time in the Trust
Accounts, including the Spread Account Initial Deposit, any Principal
Supplement Account Deposit, the Negative


 

















 


Carry Account
Initial Deposit and the Pre-Funded Amount, and in all investments and proceeds
thereof (including all income thereon);


 


(h)  the Sale and Servicing Agreement (including all rights
of the Seller under the Liquidity Receivables Purchase Agreements and the
Purchase Agreements assigned to the Issuer pursuant to the Sale and Servicing
Agreement);


 


(i)  all rights of the Issuer under each Interest
Rate Swap Agreement;


 


(j)  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 that at any time constitute all or part of or are included in
the proceeds of any and all of the foregoing; and


 


(k)  any True Lease Equipment that is subject to any
Receivable.


 


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


 


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


 


ARTICLE I

Definitions and Incorporation by Reference


 


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


 


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


 


“Commission” means the
Securities and Exchange Commission.


 


“indenture securities”
means the Notes.


 


2

















 


“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 Issuer 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 1.3.  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 as in effect on the
date hereof; (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.


 


ARTICLE II

The Notes


 


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


 


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


 


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


 


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


 


Notes bearing the manual
or facsimile signature of individuals who were at the time of signature
Authorized Officers of the Issuer shall bind the Issuer, 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.


 


3

















 


The Indenture Trustee
shall upon Issuer Order authenticate and deliver A-1 Notes, A-2 Notes, A-3a
Notes, A-3b Notes, A-4a Notes, A-4b Notes and Class B Notes for original issue
in an aggregate principal amount of $335,500,000, $318,000,000, $247,000,000,
$223,000,000, $165,000,000, $142,250,000 and $45,000,000, respectively.  The Outstanding Amount of A-1 Notes, A-2
Notes, A-3a Notes, A-3b Notes, A-4a Notes, A-4b Notes and Class B Notes at any
time may not exceed such respective amounts except as provided in Section 2.5.


 


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


 


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


 


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


 


If temporary Notes are
issued, the Issuer 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 Issuer to be maintained as provided in Section 3.2, without charge
to the Holder. Upon surrender for cancellation of any one or more temporary
Notes, the Issuer shall execute and the Indenture Trustee shall authenticate
and deliver in exchange therefor a like principal amount of Definitive Notes of
authorized denominations. Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as if they were
Definitive Notes.


 


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


 


If a Person other than
the Indenture Trustee is appointed by the Issuer as the Note Registrar, the
Issuer will give the Indenture Trustee prompt written notice of the appointment
of such Note Registrar and of the location, and any change in the location, of
the Note Register, and the Indenture Trustee shall have the right to inspect
the Note Register at all reasonable times, to obtain copies thereof and to rely
upon a certificate executed on behalf of the Note Registrar by


 


4

















 


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


 


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


 


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


 


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


 


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


 


SECTION 2.5.  Mutilated,
Destroyed, Lost or Stolen Notes.  If: (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, and (ii) there is delivered to the Indenture Trustee such security
or indemnity as may be required by the Indenture Trustee and the Issuer to hold
the Indenture Trustee and the Issuer, respectively, harmless, then, in the
absence of notice to the Issuer, the Note Registrar or the Indenture Trustee
that such Note has been acquired by a bona fide purchaser, and provided that
the requirements of Section 8-405 of the UCC are met, the Issuer 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


 


5

















 


shall be, due and
payable, or shall have been called for redemption, instead of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when
so due or payable or upon the Redemption Date without surrender thereof. If,
after the delivery of such replacement Note (or payment of a destroyed, lost or
stolen Note pursuant to the proviso to the preceding sentence), a bona fide
purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer and the Indenture
Trustee shall be entitled to recover such replacement Note (or such payment)
from the Person to whom it was delivered or any Person taking such replacement
Note from such Person to whom such replacement Note was delivered (or payment
made) or any assignee of such Person, except a bona fide purchaser, and shall
be entitled to recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the Issuer or the
Indenture Trustee in connection therewith.


 


Upon the issuance of any
replacement Note under this Section, the Issuer 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 Issuer, whether or not the mutilated, destroyed,
lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Notes duly issued hereunder.


 


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


 


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


 


SECTION 2.7.  Payment
of Principal and Interest; Defaulted Interest.  (a)  
The A-1 Notes, A-2 Notes, A-3a Notes, A-3b Notes, A-4a Notes, A-4b Notes
and Class B Notes shall accrue interest at the A-1 Note Rate, the A-2 Note
Rate, the A-3a Note Rate, the A-3b Note Rate, the A-4a Note Rate, the A-4b Note
Rate and the Class B Note Rate, respectively, and such interest shall be payable
on each Payment Date, subject to Section 3.1. 
Any installment of interest or principal, if any, payable on any Note
that is punctually paid or duly provided for by the Issuer on the applicable
Payment Date shall be paid to the Person in whose name such Note (or one or
more Predecessor Notes) is registered on the Record Date by check mailed
first-class, postage prepaid, to such Person’s address as it appears on the
Note Register on such Record Date. However, unless Definitive Notes have been
issued, with respect to Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be


 


6

















 


Cede & Co.), payment
will be made by wire transfer in immediately available funds to the account
designated by such nominee. Notwithstanding the above, the final installment of
principal payable with respect to such Note (and except for the Redemption
Price for any Note called for redemption pursuant to Section 10.1(a)) shall be
payable as provided in clause (b)(ii).  The
funds represented by any such checks returned undelivered shall be held in
accordance with Section 3.3.


 


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


 


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


 


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


 


SECTION 2.8.  Cancellation.  All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly canceled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder that the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly canceled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange
for any Notes canceled as provided in this Section except as expressly permitted
by this Indenture. All canceled Notes may be held or disposed of by the
Indenture Trustee in accordance with its standard retention or


 


7

















 


disposal policy as in
effect at the time unless the Issuer shall direct by an Issuer Order that they
be returned to it; provided, that such Issuer Order is timely and the Notes
have not been previously disposed of by the Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.11.  Notices
to Clearing Agency. 
Whenever a notice or other communication to the Noteholders is required
under this Indenture, unless and until Definitive


 


8

















 


Notes have been issued to
Note Owners, the Indenture Trustee shall give all such notices and
communications to the Clearing Agency.


 


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


 


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


 


ARTICLE III

Covenants


 


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


 


SECTION 3.2.  Maintenance
of Office or Agency. 
The Issuer 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 Issuer in
respect of the Notes and this Indenture may be served.  The Issuer hereby initially appoints the
Indenture Trustee to serve as its agent for the foregoing purposes.  The Issuer will give prompt written notice
to the Indenture Trustee and the Counterparties of the location, and of any
change in the location, of any such office or agency.  If at any time the Issuer 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


 


9

















 


Office, and the Issuer
hereby appoints the Indenture Trustee as its agent to receive all such
surrenders, notices and demands.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


Subject to applicable
laws with respect to escheat of funds, any money held by the Indenture Trustee
or any Paying Agent in trust for the payment of any amount due with respect to
any Note and remaining unclaimed for two years after such amount has become due
and payable shall be discharged from such trust and be paid to the Issuer on
Issuer Order; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Issuer for payment thereof (but only to the
extent of the amounts so paid to the Issuer), and all liability of the
Indenture Trustee or such Paying Agent with respect to such trust money shall
thereupon cease; provided,
however, that the Indenture Trustee or such Paying Agent, before
being required to make any such repayment, shall at the expense and direction
of the Issuer 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 Issuer. The Indenture Trustee shall also adopt and
employ, at the expense of the Issuer, any other reasonable means of
notification of such repayment (including mailing notice of such repayment to
Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in 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 3.4.  Existence.  The Issuer will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
jurisdiction of its organization and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Notes, the Collateral and each other instrument or agreement included in the Trust
Estate.


 


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


 


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


 


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


 


(iii)  enforce
any of the Collateral; or


 


11

















 


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


 


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


 


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


 


(b)  On or before April 30
in each calendar year commencing in the calendar year 2005 the Issuer shall
furnish to the Indenture Trustee an Opinion of Counsel either stating that, in
the opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements,
as is necessary to maintain the Lien and security interest of this Indenture
and reciting the details of such action, or stating that in the opinion of such
counsel no such action is necessary to maintain such Lien and security
interest. Such Opinion of Counsel shall also describe the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents, and the execution and filing of any financing
statements, amendments to financing statements and continuation statements,
that will, in the opinion of such counsel, be required to maintain the Lien and
security interest of this Indenture until April 30 in the following
calendar year.


 


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


 


(b)  The Issuer 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 Issuer shall be deemed to be action
taken by the Issuer. Initially, the Issuer has contracted with the Servicer and
the Administrator to assist the Issuer in performing its duties under this
Indenture.


 


(c)  The Issuer will punctually
perform and observe all of its obligations and agreements contained in this
Indenture, the other Basic Documents and in the instruments and agreements
included in the Trust Estate, including filing or causing to be filed all UCC
financing statements


 


12

















 


and continuation
statements required to be filed by this Indenture and the Sale and Servicing
Agreement in accordance with and within the time periods provided for herein
and therein. Except as otherwise expressly provided therein, the Issuer 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 Issuer shall have
knowledge of the occurrence of a Servicer Default, the Issuer shall promptly
notify the Indenture Trustee, the Counterparties and the Rating Agencies
thereof, and shall specify in such notice the action, if any, the Issuer 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 Issuer shall
take all reasonable steps available to it to remedy such failure.


 


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


 


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


 


13

















 


(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 Issuer agrees
that it will not, without the prior written consent of the Indenture Trustee or
the Holders of at least a majority of the Outstanding Amount, 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 Case Credit
and NH Credit, as applicable, under the Purchase Agreements; provided, however,
that no such amendment shall: (i) increase or reduce in any manner the amount
of, or accelerate or delay the timing of, distributions that are required to be
made for the benefit of the Noteholders, or (ii) reduce the aforesaid
percentage of the Notes that are required to consent to any such amendment, in
either case 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 Issuer 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 deem necessary or appropriate in the
circumstances.


 


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


 


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


 


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


 


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


 


SECTION 3.9.  Annual
Statement as to Compliance. 
The Issuer will deliver to the Indenture Trustee, within 120 days after
the end of each fiscal year of the Issuer (commencing with the fiscal year
2004), an Officer’s Certificate, substantially in the form of Exhibit B,
stating that:


 


14

















 


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


 


(ii)  to the
best of such Authorized Officer’s knowledge, based on such review, the Issuer
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.  Issuer
May Consolidate, etc., Only on Certain Terms.  (a)  The Issuer shall not consolidate or merge with or
into any other Person, unless:


 


(i)  the Person
(if other than the Issuer) 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 Issuer 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;


 


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


 


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


 


(vi)  the
Issuer 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 Issuer 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 Issuer
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


 


15

















 


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 Issuer 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 Issuer against and from any loss, liability or expense
arising under or related to this Indenture and the Notes and (E) expressly
agrees by means of such supplemental indenture that such Person (or if a group
of Persons, then one specified Person) shall make all filings with the
Commission (and any other appropriate Person) required by the Exchange Act in
connection with the Notes;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16

















 


SECTION 3.13.  No Borrowing.  The Issuer 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 Issuer shall cause the Servicer to
comply with Sections 4.8, 4.9, 4.10, 4.11 and 5.11 of the Sale and Servicing
Agreement.


 


SECTION 3.15.  Guarantees,
Loans, Advances and Other Liabilities. 
Except as contemplated by the Sale and Servicing Agreement or this
Indenture, the Issuer 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
Issuer shall not make any expenditure (by long-term or operating lease or
otherwise) for capital assets (either realty or personalty).


 


SECTION 3.17.  Removal of
Administrator.  So
long as any Notes are Outstanding, the Issuer 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 Issuer
shall not, directly or indirectly: (i) pay any dividend or make any
distribution (by reduction of capital or otherwise), whether in cash, property,
securities or a combination thereof, to the Trustee or any owner of a
beneficial interest in the Issuer or otherwise with respect to any ownership or
equity interest or security in or of the Issuer or to the Servicer or the Administrator,
(ii) redeem, purchase, retire or otherwise acquire for value any such ownership
or equity interest or security or (iii) set aside or otherwise segregate any
amounts for any such purpose; provided, however, that the Issuer may make, or cause to be
made, distributions to the Servicer, the Trustee, the Certificateholders and
the Administrator as contemplated by, and to the extent funds are available for
such purpose under, the Sale and Servicing Agreement.  The Issuer will not, directly or indirectly, make payments to or
distributions from the Collection Account except in accordance with this
Indenture and the other Basic Documents.


 


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


 


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


 


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


 


17

















 


ARTICLE IV

Satisfaction and Discharge


 


SECTION 4.1.  Satisfaction
and Discharge of Indenture. 
This Indenture shall cease to be of further effect with respect to the
Notes except as to: (i) rights of registration of transfer and exchange, (ii)
substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal thereof and interest thereon, (iv)
Sections 3.3,
3.4, 3.5, 3.8, 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 6.7 and the obligations of the Indenture
Trustee under Section 4.2) and
(vi) the rights of Noteholders and the Counterparties as beneficiaries hereof
with respect to the property so deposited with the Indenture Trustee payable to
all or any of them, and the Indenture Trustee, on demand of and at the expense
of the Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, when:


 


(A)  either:


 


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


 


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


 


(i)  have
become due and payable,


 


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


 


(iii)  are to
be called for redemption within one year under arrangements satisfactory to the
Indenture Trustee for the giving of notice of redemption by the Indenture
Trustee in the name, and at the expense, of the Issuer,


 


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


 


18

















 


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


 


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


 


SECTION 4.2.  Application
of Trust Money.  All
moneys deposited with the Indenture Trustee pursuant to Section 4.1 shall
be held in trust and applied by it, in accordance with the provisions of the
Notes and this Indenture, to the payment, either directly or through any Paying
Agent, as the Indenture Trustee may determine, to the Holders of the particular
Notes for the payment or redemption of which such 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
as required by law.


 


SECTION 4.3.  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 this Indenture with respect to such Notes
shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held
and applied according to Section 3.3,
and thereupon such Paying Agent shall be released from all further liability
with respect to such moneys.


 


ARTICLE V

Remedies


 


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


 


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


 


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


 


(iii)  default
in the observance or performance of any covenant or agreement of the Issuer
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
Issuer made in this Indenture or in any certificate or other writing delivered
pursuant hereto or in connection herewith proving to have been


 


19

















 


incorrect in any material respect as of the time when the same shall
have been made, and such default shall continue or not be cured, or the
circumstance or condition in respect of which such misrepresentation or
warranty was incorrect shall not have been eliminated or otherwise cured, for a
period of 30 days after there shall have been given, by registered or certified
mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture
Trustee by the Holders of at least 25% of the Outstanding Amount of the Notes,
a written notice specifying such default or incorrect representation or
warranty and requiring it to be remedied and stating that such notice is a
notice of Default hereunder;


 


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


 


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


 


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


 


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


 


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


 


20

















 


(i)  the Issuer
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


 


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


 


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


 


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


 


(b)  In case the Issuer 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 Issuer or
other obligor upon such Notes and collect in the manner provided by law out of
the property of the Issuer or other obligor upon such Notes, wherever situated,
the moneys adjudged or decreed to be payable.


 


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


 


(d)  In case there shall be
pending, relative to the Issuer or any other obligor upon the Notes or any
Person having or claiming an ownership interest in the Trust Estate,
Proceedings under Title 11 of the United States Code or any other applicable
federal or State bankruptcy, insolvency or other similar law, or in case a
receiver, assignee, trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken


 


21

















 


possession of the Issuer
or its property or such other obligor or Person, or in case of any other
comparable judicial Proceedings relative to the Issuer or other obligor upon
the Notes, or to the creditors or property of the Issuer or such other obligor,
the Indenture Trustee, irrespective of whether the principal of any Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Indenture Trustee shall have made any demand
pursuant to this Section, shall be entitled and empowered, by intervention in
such Proceedings or otherwise:


 


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


 


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


 


(iii)  to
collect and receive any 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 Issuer, its
creditors and its property;


 


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


 


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


 


22

















 


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


 


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


 


SECTION 5.4.  Remedies;
Priorities.  (a)   If an Event of Default shall have occurred
and be continuing, the Indenture Trustee may do one or more of the following
(subject to Section 5.5):


 


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


 


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


 


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


 


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


 


23

















 


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


 


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


 


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


 


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


 


THIRD:
to the Indenture Trustee for amounts due under Section 6.7;


 


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


 


FIFTH:
with the same priority and ratably in proportion to the
Outstanding Amount of the Class A Notes and the amounts due under clause (y) of this paragraph FIFTH, to (x) the Class A Noteholders for amounts
due and unpaid on the Class A Notes for interest, ratably, without preference
or priority of any kind, according to the amounts due and payable on the Class
A Notes for interest, and (y) the Counterparties to pay any Swap Termination
Payments due to them under the Interest Rate Swap Agreements, ratably, without
preference or priority of any kind, according to the amounts due as Swap
Termination Payments under each Interest Rate Swap Agreement; provided, that if any money or property
remains after making the payments required by the immediately preceding clause (x), such money or property shall
used to pay any remaining Swap Termination Payments due and payable under the
Interest Rate Swap Agreements before any such money or property shall be
distributed pursuant to paragraphs
SIXTH through TENTH of this Section 5.4(b);


 


SIXTH:
to Class B Noteholders for amounts due and unpaid on the
Class B Notes for interest, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Class B Notes for
interest;


 


SEVENTH:
to Class A Noteholders for amounts due and unpaid on the
Class A Notes for principal, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Class A Notes for
principal until such Notes are paid in full;


 


EIGHTH:
to Class B Noteholders for amounts due and unpaid on the
Class B Notes for principal, ratably, without preference or priority of any
kind, according to the


 


24

















 


amounts due and payable on the Class B Notes for principal until such
Notes are paid in full;


 


NINTH:
pro rata, to the Backup Servicer, any accrued and unpaid
Backup Servicer Expenses to the extent unreimbursed after application of
Section 4.12 of the Sale and Servicing Agreement and to the Successor
Servicer, if any, any accrued and unpaid reimbursable expenses and indemnity
payments that are payable to it;


 


TENTH:
to the Issuer for distribution to the Certificateholders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


25

















 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 5.11.  Control by
Noteholders.  The
Holders of not less than a majority of the Outstanding Amount of the Notes
shall have the right to direct the time, method and place of


 


26

















 


conducting any Proceeding
for any remedy available to the Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee; provided,
that:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


27

















 


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 Issuer 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 Issuer (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 Issuer 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 Issuer.
Any money or property collected by the Indenture Trustee shall be applied in
accordance with Section 5.4(b).


 


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


 


(b)  If an Event of Default has
occurred and is continuing, the Indenture Trustee may, and at the direction
(which direction shall be in writing) of the Holders of not less than 66-2/3%
of the Outstanding Amount of the Notes shall, exercise all rights, remedies,
powers, privileges and claims of the Issuer 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 Issuer
thereunder and to give any consent, request, notice, direction, approval, extension
or waiver under the Sale and Servicing Agreement, and any right of the Issuer
to take such action shall be suspended.


 


28






















 


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


 


ARTICLE VI

The Indenture Trustee


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


29

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.6.  Reports
by Indenture Trustee to the Holders.  The Indenture Trustee shall deliver to each Noteholder such information
as may be required to enable such Holder to prepare its Federal, State and
other income tax returns. Within 60 days after each December 31, starting
with December 31, 2004, the Indenture Trustee shall mail to each
Noteholder a brief report as of such December 31 that complies with TIA
§ 313(a) (if required by said section).


 


31

















 


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


 


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


 


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


 


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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 Issuer shall promptly appoint a successor
Indenture Trustee.


 


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


 


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 Issuer or
the Holders of not less than a majority of the Outstanding Amount of the Notes
may petition any court of competent jurisdiction for the appointment of a
successor Indenture Trustee.


 


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


 


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


 


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


 


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


 


33

















 


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


 


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


 


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


 


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


 


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


 


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


 


(d)  Any separate trustee or
co-trustee may at any time constitute the Indenture Trustee as its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by
law, to do any lawful act under or in respect of this Agreement on its behalf
and in its name. If any


 


34

















 


separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.


 


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


 


SECTION 6.11.  Eligibility;
Disqualification.  The
Indenture Trustee shall at all times satisfy the requirements of TIA
§ 310(a) and, upon Issuer Order, Section 26(a)(1) of the Investment
Company Act of 1940, as amended. The Indenture Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition and it shall have a long term senior,
unsecured debt rating of “Baa3” or better by Moody’s (or, if not rated by
Moody’s, a comparable rating by another statistical rating agency). The
Indenture Trustee shall comply with TIA § 310(b), including the optional
provision permitted by the second sentence of TIA § 310(b)(9); provided, however,
that there shall be excluded from the operation of TIA § 310(b)(1) any
indenture(s) under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA § 310(b)(1) are met.


 


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


 


In the case of the
appointment hereunder of  a successor
Indenture Trustee with respect to any Class of Notes, the Issuer, the retiring
Indenture Trustee and the successor Indenture Trustee with respect to such Class
of Notes shall execute and deliver an indenture supplemental hereto wherein the
each successor Indenture Trustee shall accept such appointment and which (i)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, the successor Indenture Trustee all the rights,
powers, trusts and duties of the retiring Indenture Trustee with respect to the
Notes of the Class to which the appointment of such successor Indenture Trustee
relates, (ii) if the retiring Indenture Trustee is not retiring with respect to
all Classes of Notes, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Indenture Trustee with respect to the Notes of each
Class as to which the retiring Indenture Trustee is not retiring shall continue
to be vested in the retiring Indenture Trustee, and (iii) shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Indenture Trustee, it being understood


 


35

















 


that nothing herein or in
such supplemental indenture shall constitute such Indenture Trustees
co-trustees of the same trust and that each such Indenture Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Indenture Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or
removal of the retiring Indenture Trustee shall become effective to the extent
provided therein.


 


SECTION 6.12.  Preferential
Collection of Claims Against the Issuer.  The Indenture Trustee shall comply with TIA
§ 311(a), excluding any creditor relationship listed in TIA § 311(b).
An Indenture Trustee who has resigned or been removed shall be subject to TIA
§ 311(a) to the extent indicated.


 


SECTION 6.13.  Representations
and Warranties.  The
Indenture Trustee hereby represents that:


 


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


 


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


 


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


 


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


 


ARTICLE VII

Noteholders’ Lists and Reports


 


SECTION 7.1.  Issuer
To Furnish Indenture Trustee Names and Addresses of Noteholders.  The Issuer will furnish or cause to be
furnished to the Indenture Trustee: (a) not more than five days after the
earlier of: (i) each Record Date and (ii) three months after the last Record
Date, a list, in such form as the Indenture Trustee may reasonably require, of
the names and addresses of the Holders of Notes as of such Record Date, and (b)
at such other times as the Indenture Trustee may request in writing, within 30
days after receipt by the Issuer of any such


 


36

















 


request, a list of
similar form and content as of a date not more than 10 days prior to the time
such list is furnished; provided, however, that so long as the Indenture Trustee is
the Note Registrar, no such list shall be required to be furnished.


 


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


 


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


 


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


 


SECTION 7.3.  Reports
by Issuer.  (a)   The Issuer shall:


 


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


 


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


 


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


 


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


 


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


 


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ARTICLE VIII

Accounts, Disbursements and Releases


 


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


 


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


 


(b)  On or before each Payment
Date, the Total Distribution Amount with respect to the preceding Collection
Period will be deposited in the Collection Account as provided in
Section 5.2 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 to
the Note Distribution Account as provided in Sections 5.5 and 5.6 of the Sale
and Servicing Agreement.


 


(c)  On each Payment Date and
Redemption Date, the Indenture Trustee shall distribute all amounts on deposit
in the Note Distribution Account to Noteholders and Counterparties in the
following amounts and in the following order of priority (except as otherwise
provided in Section 5.4(b)):


 


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


 


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


 


38

















 


amounts due as Class A Swap Termination Payments under each Class A
Swap Agreement; provided, that if
any money or property remains after making the payments required by the
immediately preceding clause (x),
such money or property shall be used to pay any remaining Class A Swap
Termination Payments due and payable under the Class A Swap Agreements before
any such money or property shall be distributed pursuant to Sections 8.2(c)(iii) through (vii);


 


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


 


(iv)  to the
Class A Noteholders, the Class Principal Distributable Amount for each Class of
Class A Notes in the following priority: (A) A-1 Notes, (B) A-2 Notes, (C) A-3a
Notes and A-3b Notes (pro rata based on the Outstanding Amount of A-3a Notes
and A-3b Notes) and (D) A-4a Notes and A-4b Notes (pro rata based on the
Outstanding Amount of A-4a Notes and A-4b Notes) (provided that after an Event of
Default and acceleration of the Notes (and, if any Notes remain outstanding, on
and after the Final Scheduled Maturity Date), amounts available for
distribution pursuant to this clause (iv) shall be paid to all Holders of Class A Notes
ratably according to the amounts due and payable on the Class A Notes for
principal until paid in full);


 


(v)  to the
Class B Noteholders, the Class B Noteholders’ Monthly Principal Distributable
Amount;


 


(vi)  to the
Class A Noteholders, the Reallocated Class B Principal Amount until the Class A
Notes are paid in full; and


 


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


 


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


 


SECTION 8.3.  General
Provisions Regarding Accounts. 
(a)   So long as no Default or
Event of Default shall have occurred and be continuing, all or a portion of the
funds in the Trust Accounts shall be invested in Eligible Investments and
reinvested by the Indenture Trustee upon Issuer Order, subject to the
provisions of Section 5.1(b) of the Sale and Servicing Agreement.  All income or other gain from investments of
moneys deposited in the Trust Accounts shall be deposited by the Indenture
Trustee in the Collection Account, and any loss or expenses resulting from such
investments shall be charged to such account. The Issuer 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 Issuer
shall deliver to the Indenture Trustee an Opinion of Counsel to such effect.


 


39

















 


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


 


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


 


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


 


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


 


SECTION 8.5.  Opinion
of Counsel.  The
Indenture Trustee shall receive at least seven days’ notice when requested by
the Issuer to take any action pursuant to Section 8.4(a), accompanied
by copies of any instruments involved, and the Indenture Trustee shall also
require, as a condition to such action, an Opinion of Counsel stating the legal
effect of any such action, outlining the steps required to complete the same,
and concluding that all conditions precedent to the taking of such action have
been complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of
this Indenture; provided,
however, that such Opinion of Counsel shall not be required to
express an opinion as to the fair value of the Trust Estate. Counsel rendering
any such opinion may rely,


 


40

















 


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.  Notwithstanding anything herein
to the contrary, any such Opinion of Counsel shall include each Counterparty as
an addressee thereof.


 


ARTICLE IX

Supplemental Indentures


 


SECTION 9.1.  Supplemental
Indentures Without Consent of Noteholders.  (a)  
Without the consent of the Holders of Notes but with prior written
notice to the Rating Agencies, the Issuer and the Indenture Trustee, when
authorized by an Issuer Order, at any time and from time to time, may enter
into one or more indentures supplemental hereto (which shall conform to the
Trust Indenture Act as in force at the date of the execution thereof), in form
satisfactory to the Indenture Trustee, for any of the following purposes:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


41

















 


any similar Federal statute hereafter enacted and to add to this
Indenture such other provisions as may be expressly required by the TIA.


 


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


 


(b)  The Issuer and the
Indenture Trustee, when authorized by an Issuer Order, may, without the consent
of any of the Holders of Notes but with prior written notice to the Rating
Agencies, enter into an indenture or indentures supplemental hereto to cure any
ambiguity, to correct or supplement any provisions in this Indenture or for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Notes under this Indenture; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Noteholder.


 


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


 


(i)  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 provisions of this Indenture relating to
the application of collections on, or the proceeds of the sale of, the Trust
Estate to the 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 or after the respective due dates thereof (or, in the
case of redemption, on or after the Redemption Date);


 


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


 


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


 


42

















 


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


 


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


 


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


 


(vii)  permit
the creation of any Lien ranking prior to or on a parity with the Lien of this
Indenture with respect to any part of the Trust Estate or, except as otherwise
permitted or contemplated herein, terminate the Lien of this Indenture on any
property at any time subject hereto or deprive any Holder of Notes of the
security provided by the Lien of this Indenture; provided  further,
if any such amendment and/or supplement of either this Indenture or any other
Basic Document would either: (a) adversely affect any of the Class A-3a
Counterparty’s or Class A-4a Counterparty’s rights or obligations under the
Class A-3a Swap Agreement or Class A-4a Swap Agreement, respectively; or (b)
adversely modify the obligations of, or adversely impact the ability of, the
Issuer to fully perform any of the Issuer’s obligations under the Class A-3a
Swap Agreement or Class A-4a Swap Agreement, the Issuer and the Indenture
Trustee shall be required first to obtain the written consent of the Class A-3a
Counterparty or Class A-4a Counterparty, respectively, before entering into any
such amendment or supplement.


 


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


 


Promptly after the
execution by the Issuer and the Indenture Trustee of any supplemental indenture
pursuant to this Section, the Indenture Trustee shall mail to the Holders of
the Notes to which such amendment or supplemental indenture relates a notice
setting forth in general terms the substance of such supplemental
indenture.  Any failure of the Indenture
Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.


 


SECTION 9.3.  Execution
of Supplemental Indentures. 
In executing, or permitting the additional trusts created by, any
supplemental indenture permitted by this Article IX or the
modifications thereby of the trusts created by this Indenture, the Indenture
Trustee shall be entitled to receive, and, subject to Sections 6.1 and
6.2,
shall be fully protected in relying upon,


 


43

















 


an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture.  The
Indenture Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Indenture Trustee’s own rights, duties,
liabilities or immunities under this Indenture or otherwise.


 


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


 


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


 


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


 


SECTION 9.7.    Amendment without Consent.  Notwithstanding anything herein to the
contrary, any term or provision of this Agreement may be amended by the Issuer
and the Indenture Trustee without the consent of the Noteholders or any other
Person to add, modify or eliminate any provisions as may be necessary or
advisable in order to comply with or obtain more favorable treatment under or
with respect to any law or regulation or any accounting rule or principle
(whether now or in the future in effect); it being a condition to any such
amendment that the Rating Agency Condition shall have been satisfied.


 


ARTICLE X

Redemption of Notes


 


SECTION 10.1.  Redemption.  (a)  
The Notes are subject to redemption in whole, but not in part, at the
direction of the Servicer pursuant to Section 9.1(a) of the Sale
and Servicing Agreement, on any Payment Date on which the Servicer exercises
its option to purchase the Trust Estate pursuant to said Section 9.1(a),
for a purchase price equal to the Redemption Price; provided, however, that the
Issuer has available funds sufficient to pay the Redemption Price.  The Servicer or the Issuer shall furnish the
Rating Agencies notice of such redemption. 
If such


 


44

















 


Notes are to be redeemed
pursuant to this Section 10.1,
the Servicer or the Issuer shall furnish notice of such election to the
Indenture Trustee not later than 25 days prior to the Redemption Date and the
Issuer shall deposit with the Indenture Trustee in the Note Distribution
Account the Redemption Price of the Notes to be redeemed.


 


(b)  Reserved.


 


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


 


All notices of redemption
shall state:


 


(i)  the
Redemption Date;


 


(ii)  the
Redemption Price;


 


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


 


(iv)  the CUSIP
numbers of the affected Notes.


 


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


 


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


 


ARTICLE XI

Miscellaneous


 


SECTION 11.1.  Compliance
Certificates and Opinions, etc.    (a)   Upon any
application or request by the Issuer to the Indenture Trustee to take any
action under this Indenture, the Issuer 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


 


45

















 


which the furnishing of
such documents is specifically required by this Indenture, no additional certificate
or opinion need be furnished.


 


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


 


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


 


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


 


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


 


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


 


(b)  (i)   Prior to the deposit of any Collateral or
other property or securities with the Indenture Trustee that is to be made the
basis for the release of any property or securities subject to the Lien of this
Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a)
or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days after such deposit) to the
Issuer of the Collateral or other property or securities to be so deposited.


 


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


 


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


 


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


 


(v) 
Notwithstanding Section 2.9 or any other provision of this Section, the
Issuer may, without compliance with the requirements of the other provisions of
this Section: (A) collect, liquidate, sell or otherwise dispose of Receivables
and Financed Equipment as and to the extent permitted or required by the Basic
Documents and (B) make cash payments out of the Trust Accounts as and to the extent
permitted or required by the Basic Documents so long as the Issuer shall
deliver to the Indenture Trustee every six months, commencing June 2005,
an Officer’s Certificate of the Issuer stating that all such dispositions of
Collateral that occurred since the execution of the previous such Officer’s
Certificate (or for the first such Officer’s Certificate, since the Closing
Date) were in the ordinary course of the Issuer’s business and that the
proceeds thereof were applied in accordance with the Basic Documents.


 


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


 


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


 


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


 


Whenever in this
Indenture, in connection with any application, certificate or report to the
Indenture Trustee, it is provided that the Issuer shall deliver any document as
a condition of the granting of such application, or as evidence of the Issuer’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
Issuer to have such application granted or to the sufficiency of such
certificate or report. The foregoing shall not, however, be construed to affect
the Indenture Trustee’s right to rely upon the truth and accuracy of any
statement or opinion contained in any such document as provided in Article VI.


 


SECTION 11.3.  Acts
of Noteholders.  (a)   Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Noteholders may be embodied in and evidenced by one or
more instrument(s) of substantially similar tenor signed by such Noteholders in
person or by agents duly appointed in writing; and except as herein otherwise
expressly provided, such action shall become effective when such instrument(s)
are delivered to the Indenture Trustee, and, where it is hereby expressly
required, to the Issuer. Such instrument(s) (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders
signing such instrument(s). Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1) conclusive in favor of the Indenture
Trustee and the Issuer, if made in the manner provided in this Section.


 


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


 


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


 


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


 


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


 


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


 


48

















 


(b)  the Issuer by the Indenture Trustee or by
any Noteholder, shall be sufficient for every purpose hereunder if in writing
and mailed, first-class, postage prepaid, to the Issuer addressed to: CNH
Equipment Trust 2004-A, in care of The Bank of New York, 101 Barclay Street,
Floor 8W, New York, New York  10286,
Attention: Corporate Trust Administration - Asset Backed Finance Unit, and to
Case Credit Corporation, as Administrator, 233 Lake Avenue, Racine, Wisconsin
53403, Attention: Treasurer, or at any other address previously furnished in
writing to the Indenture Trustee by the Issuer or the Administrator. The Issuer
shall promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee and the Counterparties, or


 


(c) the Counterparties by
the Issuer or the Indenture Trustee, shall be sufficient for every purpose
hereunder if in writing and mailed, first-class postage prepaid, hand delivered
or sent by overnight courier service or by telecopy in legible form to the
Counterparties addressed to: [                                                ], or at any other address previously
furnished in writing to the Issuer or the Indenture Trustee by the applicable
Counterparty.


 


Notices required to be
given to the Rating Agencies by the Issuer, the Indenture Trustee or the
Trustee shall be in writing, personally delivered or mailed by certified mail,
return receipt requested, to their respective addresses set forth in
Section 10.3 of the Sale and Servicing Agreement.


 


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


 


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


 


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


 


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


 


49

















 


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


 


SECTION 11.7.  Conflict
with Trust Indenture Act. 
If any provision hereof limits, qualifies or conflicts with another
provision hereof that is required to be included in this Indenture by the 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 11.8.  Effect
of Headings and Table of Contents.  The Article and Section headings herein and the Table
of Contents are for convenience only and shall not affect the construction
hereof.


 


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


 


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


 


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


 


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


 


SECTION 11.13.  Governing
Law.  This Indenture
shall be construed in accordance with the laws of the State of New York,
without reference to its conflict of law provisions, and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance
with such laws.


 


50

















 


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


 


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


 


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


 


SECTION 11.18.  Inspection.  The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer’s normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s
officers, employees and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all
such information; provided,
however, that the foregoing shall not be construed to prohibit: (i)
disclosure of any and all information that is or becomes publicly known, or
information obtained by the Indenture Trustee from sources other than the


 


51

















 


Issuer or Servicer, (ii)
disclosure of any and all information: (A) if required to do so by any
applicable statute, law, rule or regulation, (B) to any government agency or
regulatory or self-regulatory body having or claiming authority to regulate or
oversee any aspects of the Indenture Trustee’s business or that of its
Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar
demand or request of any court, regulatory authority, arbitrator or arbitration
to which the Indenture Trustee or an Affiliate or any officer, director,
employee or shareholder thereof is subject, (D) in any preliminary or final
offering circular, registration statement or contract or other document
pertaining to the transactions contemplated by the Indenture and approved in
advance by the Issuer or (E) to any Affiliate, independent or internal auditor,
agent, employee or attorney of the Indenture Trustee having a need to know the
same; provided,
that the Indenture Trustee advises such recipient of the confidential nature of
the information being disclosed and such recipient agrees to keep such
information confidential, and provided
further, that the Indenture Trustee promptly notifies the Issuer of
any disclosure of such information that it is required to make pursuant to the
preceding clause (A), (B) or (C) so that the Issuer may seek appropriate
protective orders or restrictions on the disclosure of the information
involved; (iii) any other disclosure authorized by the Issuer or the Servicer
or (iv) disclosure to the other parties to the transactions contemplated by the
Basic Documents.


 


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


 


52

















 


of this Section 11.19 and
the terms of this Section 11.19
may be enforced by an action for specific performance.


 


SECTION 11.20.  Information Requests.  The parties hereto shall provide any
information reasonably requested by the Issuer or any of its Affiliates, at the
expense of the Issuer or any of its Affiliates, as applicable, in order to
comply with or obtain more favorable treatment under any current or future law,
rule, regulation, accounting rule or principle.


 


[the remainder of this
page intentionally left blank]


 


53

















 


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


 


	
   

  	
  CNH EQUIPMENT TRUST 2004-A;

  
	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  not in its individual capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ JAMES BOWDEN

  	
   

  
	
   

  	
   

  	
  Name: James P. Bowden

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK,

  
	
   

  	
   

  	
  not in its individual capacity but solely

  
	
   

  	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ KEITH RICHARDSON

  	
   

  
	
   

  	
   

  	
  Name: Keith Richardson

  
	
   

  	
   

  	
  Title: Attorney-In-Fact

  
						



 


Indenture


 


S-1

















 


EXHIBIT
A-1


to Indenture


 


FORM OF A-1 NOTES


 


	
  REGISTERED

  	
   

  	
  $333,500,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12613X CB 5

  



 


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


 


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


 


CNH EQUIPMENT TRUST
2004-A


 


2.0008%
CLASS A-1 ASSET BACKED NOTES


 


CNH Equipment Trust
2004-A, a trust organized and existing under the laws of the State of Delaware
(including any successor, the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of THREE HUNDRED THIRTY-THREE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($333,500,000), partially payable on each Payment Date in an
amount equal to the aggregate amount, if any, payable from the Note Distribution
Account in respect of principal on the A-1 Notes pursuant to Section 3.1
of the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the October 14, 2005 Payment Date and
the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture.
The Issuer will pay interest on this Note at the rate per annum shown above, on
each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each
Payment Date from the most recent Payment Date on which interest has been paid
to but excluding the then current Payment Date or, if no interest has yet been
paid,


 












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


 

















 


from the date hereof.
Interest will be computed on the basis of a 360-day year of actual days. Such
principal of and interest on this Note shall be paid in the manner specified in
the Indenture.


 


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


 


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


 


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


 

















 


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


 


	
  Dated:  September

  	
       

  	
  , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH EQUIPMENT TRUST
  2004-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  not in its individual capacity but solely as 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.


 


	
  Dated:  September

  	
       

  	
  , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,
  not in its individual capacity but solely

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
							



 

















 


[REVERSE OF NOTE]


 


This Note is one of a
duly authorized issue of Notes of the Issuer, designated as its 2.0008% Class
A-1 Asset Backed Notes (herein called the “A-1 Notes” or the “Notes”), all issued under
an Indenture dated as of September 1, 2004 (such Indenture, as
supplemented or amended, is herein called the “Indenture”) between the Issuer
and JPMorgan Chase Bank, not in its individual capacity but solely as trustee
(the “Indenture
Trustee”,
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are
subject to all terms of the Indenture. All terms used in this Note that are not
otherwise defined herein and that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture.


 


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


 


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


 


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


 


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


 


Each Noteholder or Note
Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial
interest in a Note, covenants and agrees that by accepting the benefits of the Indenture
that such Noteholder will not at any time institute against the Seller or the
Issuer, or join in any institution against the Seller or the Issuer of, any
bankruptcy, reorganization or


 

















 


arrangement, insolvency
or liquidation proceedings under any United States Federal or State bankruptcy
or similar law in connection with any obligations relating to the Notes, the
Indenture or the Basic Documents.


 


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


 


This Note and the
Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, 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 Issuer, which is absolute and unconditional, to
pay the principal of and interest on this Note at the times, place and rate,
and in the coin or currency, herein prescribed.


 


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


 

















 


ASSIGNMENT


 


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


 


 


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


 


 


(name and address of
assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
  */

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
							



 












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


 

















 


EXHIBIT
A-2


to Indenture


 


FORM OF A-2 NOTES


 


	
  REGISTERED

  	
   

  	
  $318,000,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12613X CC 3

  



 


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


 


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


 


CNH EQUIPMENT TRUST
2004-A


 


2.42%
CLASS A-2 ASSET BACKED NOTES


 


CNH Equipment Trust
2004-A, a trust organized and existing under the laws of the State of Delaware
(including any successor, the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of THREE HUNDRED EIGHTEEN MILLION DOLLARS
($318,000,000), partially payable on each Payment Date in an amount equal to
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the A-2 Notes pursuant to Section 3.1 of the
Indenture; provided,
however, that the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the March 15, 2007 Payment Date and the
Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture.
Except as provided in Section 5.4 of the Indenture, no payments of
principal of the Notes will be made until the principal of the A-1 Notes has
been paid in full. The Issuer will pay interest on this Note at the A-2 Note
Rate, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made
on the preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each
Payment Date from the most recent Payment Date on which interest has been paid
to but excluding the then current Payment Date or, if no interest has yet


 












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


 

















 


been paid, from the date
hereof. Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months. Such principal of and interest on this Note shall be paid
in the manner specified in the Indenture.


 


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 Issuer with respect to this Note shall
be applied first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.


 


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


 


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


 


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


 


	
  Dated:  September

  	
       

  	
  , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH EQUIPMENT TRUST
  2004-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  not in its individual capacity but solely as 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.


 


	
  Dated:  September

  	
       

  	
  , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,
  not in its individual capacity but solely

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 

















 


[REVERSE OF NOTE]


 


This Note is one of a
duly authorized issue of Notes of the Issuer, designated as its 2.42% Class A-2
Asset Backed Notes (herein called the “A-2 Notes” or the “Notes”), all issued under
an Indenture dated as of September 1, 2004 (such Indenture, as
supplemented or amended, is herein called the “Indenture”) between the Issuer
and JPMorgan Chase Bank, not in its individual capacity but solely as trustee
(the “Indenture
Trustee”,
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are
subject to all terms of the Indenture. All terms used in this Note that are not
otherwise defined herein and that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture.


 


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


 


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


 


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


 


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


 


Each Noteholder or Note
Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial
interest in a Note, covenants and agrees that by accepting the benefits of the
Indenture that such Noteholder will not at any time institute against the
Seller or the Issuer, or join in any institution against the Seller or the
Issuer of, any bankruptcy, reorganization or


 

















 


arrangement, insolvency
or liquidation proceedings under any United States Federal or State bankruptcy
or similar law in connection with any obligations relating to the Notes, the
Indenture or the Basic Documents.


 


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


 


This Note and the
Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, 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 Issuer, which is absolute and unconditional, to
pay the principal of and interest on this Note at the times, place and rate,
and in the coin or currency, herein prescribed.


 


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


 

















 


ASSIGNMENT


 


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


 


 


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


 


 


(name and address of
assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
  */

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
							



 












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


 






















EXHIBIT A-3a

to Indenture


 


FORM
OF A-3a NOTES


 


	
  REGISTERED

  	
   

  	
  $247,000,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12613X CD 1

  



 


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


 


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


 


CNH EQUIPMENT TRUST
2004-A


 


FLOATING
RATE CLASS A-3a ASSET BACKED NOTES


 


CNH Equipment Trust
2004-A, a trust organized and existing under the laws of the State of Delaware
(including any successor, the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED FORTY-SEVEN MILLION DOLLARS
($247,000,000), partially payable on each Payment Date in an amount equal to
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the A-3a Notes pursuant to Section 3.1 of the
Indenture; provided,
however, that the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the October 15, 2008 Payment Date and
the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture.
Except as provided in Section 5.4 of the Indenture, no payments of
principal of the Notes will be made until the principal of the A-1 Notes and
the A-2 Notes has been paid in full. The Issuer will pay interest on this Note
at the A-3a Note Rate, on each Payment Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), subject to certain
limitations contained in Section 3.1 of the Indenture. Interest on this
Note will accrue for each Payment Date from the most recent Payment Date on
which interest has been paid to but excluding the then current Payment Date or,
if no


 












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


 

















 


interest has yet been
paid, from the date hereof. Interest will be computed on the basis of a 360-day
year and actual days elapsed. Such principal of and interest on this Note shall
be paid in the manner specified in the Indenture.


 


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


 


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


 


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


 

















 


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


 


	
  Dated:  September

  	
       

  	
  , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH EQUIPMENT TRUST
  2004-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  not in its individual capacity but solely as 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.


 


	
  Dated:  September

  	
      

  	
  , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE
  BANK, not in its individual capacity but solely

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
							



 

















 


[REVERSE OF NOTE]


 


This Note is one of a
duly authorized issue of Notes of the Issuer, designated as its Floating Rate
Class A-3a Asset Backed Notes (herein called the “A-3a Notes” or the “Notes”), all issued under
an Indenture dated as of September 1, 2004 (such Indenture, as supplemented
or amended, is herein called the “Indenture”) between the Issuer
and JPMorgan Chase Bank, not in its individual capacity but solely as trustee
(the “Indenture
Trustee”,
which term includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuer,
the Indenture Trustee and the Holders of the Notes. The Notes are subject to
all terms of the Indenture. All terms used in this Note that are not otherwise
defined herein and that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.


 


The Notes, the A-1 Notes,
the A-2 Notes, the A-3b Notes, the A-4a Notes and the A-4b Notes are and will
be equally and ratably secured by the collateral pledged as security therefor
as provided in the Indenture.


 


The Issuer shall pay
interest on overdue installments of interest at the A-3a, Note Rate to the
extent lawful.


 


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


 


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


 


Each Noteholder or Note
Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial
interest in a Note, covenants and agrees that by accepting the benefits of the
Indenture that such Noteholder will not at any time institute against the
Seller or the Issuer, or join in any institution against the Seller or the
Issuer of, any bankruptcy, reorganization or


 

















 


arrangement, insolvency
or liquidation proceedings under any United States Federal or State bankruptcy
or similar law in connection with any obligations relating to the Notes, the
Indenture or the Basic Documents.


 


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


 


This Note and the
Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, 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 Issuer, which is absolute and unconditional, to
pay the principal of and interest on this Note at the times, place and rate,
and in the coin or currency, herein prescribed.


 


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


 

















 


ASSIGNMENT


 


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


 


 


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


 


 


(name and address of
assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
  */

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
							



 












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


 

















 


EXHIBIT A-3b

to Indenture


 


FORM
OF A-3b NOTES


 


	
  REGISTERED

  	
   

  	
  $223,000,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12613X
  CE 9

  



 


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


 


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


 


CNH EQUIPMENT TRUST
2004-A


 


2.94%
CLASS A-3b ASSET BACKED NOTES


 


CNH Equipment Trust
2004-A, a trust organized and existing under the laws of the State of Delaware
(including any successor, the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED TWENTY-THREE MILLION DOLLARS
($223,000,000), partially payable on each Payment Date in an amount equal to
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the A-2 Notes pursuant to Section 3.1 of the
Indenture; provided,
however, that the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the October 15, 2008 Payment Date and
the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture.
Except as provided in Section 5.4 of the Indenture, no payments of principal
of the Notes will be made until the principal of the A-1 Notes and the A-2
Notes has been paid in full. The Issuer will pay interest on this Note at the
A-3b Note Rate, on each Payment Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained
in Section 3.1 of the Indenture. Interest on this Note will accrue for
each Payment Date from the most recent Payment Date on which interest has been
paid to but excluding the then


 












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


 

















 


current Payment Date or,
if no interest has yet been paid, from the date hereof. Interest will be
computed on the basis of a 360-day year consisting of twelve 30-day months.
Such principal of and interest on this Note shall be paid in the manner
specified in the Indenture.


 


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 Issuer with respect to this Note shall
be applied first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.


 


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


 


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


 


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


 


	
  Dated:  September

  	
      

  	
  , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH EQUIPMENT TRUST
  2004-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  not in its individual capacity but solely as 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.


 


	
  Dated:  September

  	
      

  	
  , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,
  not in its individual capacity but solely

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
							



 

















 


[REVERSE OF NOTE]


 


This Note is one of a
duly authorized issue of Notes of the Issuer, designated as its 2.94% Class
A-3b Asset Backed Notes (herein called the “A-3b Notes” or the “Notes”), all issued under
an Indenture dated as of September 1, 2004 (such Indenture, as
supplemented or amended, is herein called the “Indenture”) between the Issuer
and JPMorgan Chase Bank, not in its individual capacity but solely as trustee
(the “Indenture
Trustee”,
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are
subject to all terms of the Indenture. All terms used in this Note that are not
otherwise defined herein and that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture.


 


The Notes, the A-1 Notes,
the A-2 Notes, the A-3a Notes, the A-4a Notes and the A-4b Notes are and will
be equally and ratably secured by the collateral pledged as security therefor
as provided in the Indenture.


 


The Issuer shall pay
interest on overdue installments of interest at the A-3b Note Rate to the
extent lawful.


 


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


 


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


 


Each Noteholder or Note
Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial
interest in a Note, covenants and agrees that by accepting the benefits of the
Indenture that such Noteholder will not at any time institute against the
Seller or the Issuer, or join in any institution against the Seller or the
Issuer of, any bankruptcy, reorganization or


 

















 


arrangement, insolvency
or liquidation proceedings under any United States Federal or State bankruptcy
or similar law in connection with any obligations relating to the Notes, the
Indenture or the Basic Documents.


 


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


 


This Note and the
Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, 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 Issuer, which is absolute and unconditional, to
pay the principal of and interest on this Note at the times, place and rate,
and in the coin or currency, herein prescribed.


 


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


 

















 


ASSIGNMENT


 


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


 


 


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


 


 


(name and address of
assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
  */

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
							



 












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


 

















 


EXHIBIT A-4a

to Indenture


 


FORM
OF A-4a NOTES


 


	
  REGISTERED

  	
   

  	
  $165,000,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12613X CF 6

  



 


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


 


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


 


CNH EQUIPMENT TRUST
2004-A


 


FLOATING
RATE CLASS A-4a ASSET BACKED NOTES


 


CNH Equipment Trust
2004-A, a trust organized and existing under the laws of the State of Delaware
(including any successor, the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of ONE HUNDRED SIXTY-FIVE MILLION DOLLARS
($165,000,000), partially payable on each Payment Date in an amount equal to
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the A-4A Notes pursuant to Section 3.1 of the
Indenture; provided,
however, that the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the September 15, 2011 Payment Date
and the Redemption Date, if any, pursuant to Section 10.1(a) of the
Indenture. Except as provided in Section 5.4 of the Indenture, no payments
of principal of the Notes will be made until the principal of the A-1 Notes,
the A-2 Notes, the A-3a Notes and the A-3b Notes has been paid in full. The
Issuer will pay interest on this Note at the rate per annum shown above, on
each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each
Payment Date from the most recent Payment Date on which interest


 












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


 

















 


has been paid to but
excluding the then current Payment Date or, if no interest has yet been paid,
from the date hereof. Interest will be computed on the basis of a 360-day year
and actual days elapsed. Such principal of and interest on this Note shall be
paid in the manner specified in the Indenture.


 


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


 


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


 


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


 

















 


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


 


	
  Dated  September

  	
      

  	
  , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH EQUIPMENT TRUST
  2004-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  not in its individual capacity but solely as 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.


 


	
  Dated:  September

  	
      

  	
  , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE
  BANK, not in its individual capacity but solely

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
							



 

















 


[REVERSE OF NOTE]


 


This Note is one of a
duly authorized issue of Notes of the Issuer, designated as its Floating Rate
Class A-4a Asset Backed Notes (herein called the “A-4a Notes” or the “Notes”), all issued under
an Indenture dated as of September 1, 2004 (such Indenture, as
supplemented or amended, is herein called the “Indenture”) between the Issuer
and JPMorgan Chase Bank, not in its individual capacity but solely as trustee
(the “Indenture
Trustee”,
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are
subject to all terms of the Indenture. All terms used in this Note that are not
otherwise defined herein and that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture.


 


The Notes, the A-1 Notes,
the A-2 Notes, the A-3a Notes, the A-3b Notes and the A-4b Notes are and will
be equally and ratably secured by the collateral pledged as security therefor
as provided in the Indenture.


 


The Issuer shall pay
interest on overdue installments of interest at the A-4a Note Rate to the
extent lawful.


 


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


 


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


 


Each Noteholder or Note
Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial
interest in a Note, covenants and agrees that by accepting the benefits of the
Indenture that such Noteholder will not at any time institute against the
Seller or the Issuer, or join in any institution against the Seller or the
Issuer of, any bankruptcy, reorganization or


 

















 


arrangement, insolvency
or liquidation proceedings under any United States Federal or State bankruptcy
or similar law in connection with any obligations relating to the Notes, the
Indenture or the Basic Documents.


 


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


 


This Note and the
Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, 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 Issuer, which is absolute and unconditional, to
pay the principal of and interest on this Note at the times, place and rate,
and in the coin or currency, herein prescribed.


 


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


 

















 


ASSIGNMENT


 


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


 


 


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


 


 


(name and address of
assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
  */

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
							



 












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


 

















 


EXHIBIT A-4b

to Indenture


 


FORM
OF A-4b NOTES


 


	
  REGISTERED

  	
   

  	
  $142,250,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12613X CG 4

  



 


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


 


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


 


CNH EQUIPMENT TRUST
2004-A


 


3.48%
CLASS A-4b ASSET BACKED NOTES


 


CNH Equipment Trust
2004-A, a trust organized and existing under the laws of the State of Delaware
(including any successor, the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of ONE HUNDRED FORTY-TWO MILLION TWO HUNDRED FIFTY
THOUSAND DOLLARS ($142,250,000), partially payable on each Payment Date in an
amount equal to the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the A-4b Notes pursuant to
Section 3.1 of the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of the September 15, 2011 Payment Date and the Redemption Date, if
any, pursuant to Section 10.1(a) of the Indenture. Except as provided in
Section 5.4 of the Indenture, no payments of principal of the Notes will
be made until the principal of the A-1 Notes, A-2 Notes, A-3a Notes and A-3b
Notes have been paid in full. The Issuer will pay interest on this Note at the
A-4b Note Rate, on each Payment Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained
in Section 3.1 of the Indenture. Interest on this Note will accrue for each
Payment Date from the most recent Payment Date on which


 












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


 

















 


interest has been paid to
but excluding the then current Payment Date or, if no interest has yet been
paid, from the date hereof. Interest will be computed on the basis of a 360-day
year consisting of twelve 30-day months. Such principal of and interest on this
Note shall be paid in the manner specified in the Indenture.


 


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 Issuer with respect to this Note shall
be applied first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.


 


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


 


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


 


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


 


	
  Dated:  September

  	
      

  	
  , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH EQUIPMENT TRUST
  2004-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  not in its individual capacity but solely as 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.


 


	
  Dated  September

  	
      

  	
  , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,
  not in its individual capacity but solely

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
							



 

















 


[REVERSE OF NOTE]


 


This Note is one of a
duly authorized issue of Notes of the Issuer, designated as its 3.48% Class
A-4b Asset Backed Notes (herein called the “A-4b Notes” or the “Notes”), all issued under
an Indenture dated as of September 1, 2004 (such Indenture, as
supplemented or amended, is herein called the “Indenture”) between the Issuer
and JPMorgan Chase Bank, not in its individual capacity but solely as trustee
(the “Indenture
Trustee”,
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are
subject to all terms of the Indenture. All terms used in this Note that are not
otherwise defined herein and that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture.


 


The Notes, the A-1 Notes,
the A-2 Notes, the A-3a Notes, A-3b Notes and the A-4a Notes are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.


 


The Issuer shall pay
interest on overdue installments of interest at the A-4b Note Rate to the
extent lawful.


 


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


 


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


 


Each Noteholder or Note
Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial
interest in a Note, covenants and agrees that by accepting the benefits of the
Indenture that such Noteholder will not at any time institute against the
Seller or the Issuer, or join in any institution against the Seller or the
Issuer of, any bankruptcy, reorganization or


 

















 


arrangement, insolvency
or liquidation proceedings under any United States Federal or State bankruptcy
or similar law in connection with any obligations relating to the Notes, the
Indenture or the Basic Documents.


 


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


 


This Note and the
Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, 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 Issuer, which is absolute and unconditional, to
pay the principal of and interest on this Note at the times, place and rate,
and in the coin or currency, herein prescribed.


 


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


 

















 


ASSIGNMENT


 


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


 


 


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


 


 


(name and address of
assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
  */

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
							



 












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


 

















 


EXHIBIT
A-5


to Indenture


 


FORM OF CLASS B NOTES


 


	
  REGISTERED

  	
   

  	
  $45,000,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12613X CH 2

  



 


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


 


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


 


CNH EQUIPMENT TRUST
2004-A


 


3.31%
CLASS B ASSET BACKED NOTES


 


CNH Equipment Trust
2004-A, a trust organized and existing under the laws of the State of Delaware
(including any successor, the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of FORTY-FIVE MILLION DOLLARS ($45,000,000),
partially payable on each Payment Date in an amount equal to the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class B Notes pursuant to Section 3.1 of the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the September 15, 2011 Payment Date and the Redemption
Date, if any, pursuant to Section 10.1(a) of the Indenture. No payments of
principal of the Notes will be made on any Payment Date until the principal of
the A-1 Notes, A-2 Notes, A-3a Notes, the A-3b Notes, the A-4a Notes and A-4b
Notes due on that Payment Date has been paid in full.  The Issuer will pay interest on this Note at the rate per annum
shown above, on each Payment Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding on
the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained
in Section 3.1 of the Indenture. Interest


 












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


 

















 


on this Note will accrue
for each Payment Date from the most recent Payment Date on which interest has
been paid to but excluding the then current Payment Date or, if no interest has
yet been paid, from the date hereof. Interest will be computed on the basis of
a 360-day year consisting of twelve 30-day months. Such principal of and
interest on this Note shall be paid in the manner specified in the Indenture.


 


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 Issuer with respect to this Note shall
be applied first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.


 


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


 


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


 

















 


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


 


	
  Dated:  September

  	
      

  	
  , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH EQUIPMENT TRUST
  2004-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  not in its individual capacity but solely as 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.


 


	
  Dated:  September

  	
      

  	
  , 2004

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,
  not in its individual capacity but solely

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
							



 

















 


[REVERSE OF NOTE]


 


This Note is one of a
duly authorized issue of Notes of the Issuer, designated as its 3.31% Class B
Asset Backed Notes (herein called the “Class B Notes” or the “Notes”), all issued under
an Indenture dated as of September 1, 2004 (such Indenture, as
supplemented or amended, is herein called the “Indenture”) between the Issuer
and JPMorgan Chase Bank, not in its individual capacity but solely as trustee
(the “Indenture
Trustee”,
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are
subject to all terms of the Indenture. All terms used in this Note that are not
otherwise defined herein and that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture.


 


The Class B Notes are and
will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture, but the interest of the Class B
Noteholders in such collateral is subordinated and second to the rights of the
Class A Noteholders.


 


The Issuer shall pay
interest on overdue installments of interest at the Class B Note Rate to the
extent lawful.


 


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


 


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


 


Each Noteholder or Note
Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial
interest in a Note, covenants and agrees that by accepting the benefits of the
Indenture that such Noteholder will not at any time institute against the
Seller or the Issuer, or join in any institution against the Seller or the
Issuer of, any bankruptcy, reorganization or


 

















 


arrangement, insolvency
or liquidation proceedings under any United States Federal or State bankruptcy
or similar law in connection with any obligations relating to the Notes, the
Indenture or the Basic Documents.


 


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


 


This Note and the
Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, 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 Issuer, which is absolute and unconditional, to
pay the principal of and interest on this Note at the times, place and rate,
and in the coin or currency, herein prescribed.


 


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


 

















 


ASSIGNMENT


 


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


 


 


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


 


 


(name and address of
assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
  */

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
							



 












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


 

















 


EXHIBIT
B


to Indenture


 


FORM OF SECTION 3.9 OFFICER’S CERTIFICATE


 


	
                                   

  	
  ,

  	
              

  



 


JPMorgan Chase Bank

227 West Monroe Street, 26th Floor

Chicago, Illinois  60606


 


Pursuant to
Section 3.9 of the Indenture, dated as of September 1, 2004 (the “Indenture”) between CNH
Equipment Trust 2004-A (the “Issuer”)
and JPMorgan Chase Bank, as Indenture Trustee, the undersigned hereby certifies
that:


 


(a) a review of the
activities of the Issuer during the previous fiscal year and of performance
under the Indenture has been made under the supervision of the undersigned; and


 


(b) to the best knowledge
of the undersigned, based on such review, the Issuer has complied with all
conditions and covenants under the Indenture throughout such year. [or, if
there has been a default in the compliance of any such condition or covenant,
this certificate is to specify each such default known to the undersigned and
the nature and status thereof]


 


	
   

  	
  CNH EQUIPMENT TRUST 2004-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 

















 


Schedule P


 


1.                                       General.  The Indenture creates, or with respect to
the Receivables that are Subsequent Receivables upon the transfer of such
Subsequent Receivables pursuant to the Subsequent Transfer Assignment will
create, a valid and continuing security interest (as defined in the applicable
UCC) in all of the Issuer’s right, title and interest in, to and under (i) the
Receivables, (ii) the Liquidity Receivables Purchase Agreements (only with
respect to Case Owned Contracts and NH Owned Contracts), (iii) the Sale and
Servicing Agreement (including all rights of the Seller under the Liquidity
Receivables Purchase Agreement and the Purchase Agreements assigned to the
Issuer pursuant to the Sale and Servicing Agreement and (iv) each Interest Rate
Swap Agreement, in each case, in favor of the Indenture Trustee, which, (a)
security interest is enforceable upon execution of the Indenture against
creditors of and purchasers from the Issuer, as such enforceability may be
limited by applicable Debtor Relief Laws, now or hereafter in effect, and by
general principles of equity (whether considered in a  suit at law or in equity), and (b) upon filing of the financing
statements described in clause 4 below will be prior to all other Liens.


 


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


 


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


 


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


 


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


 

















 


have pledged, assigned or
otherwise conveyed to any Person other than the Indenture Trustee.  The Issuer is not aware of any judgment,
ERISA or tax lien filings against it.


 


6.                                       Survival
of Perfection Representations. 
Notwithstanding any other provision of the Indenture or any other Basic
Document, the Perfection Representations contained in this Schedule P shall
be continuing, and remain in full force and effect.


 


7.                                       No
Waiver.  The parties to the
Indenture: (i) shall not, without obtaining a confirmation of the then-current
rating of the Notes, waive any of the representations and warranties in this
Schedule P (the “Perfection Representations”); (ii) shall provide the
Ratings Agencies with prompt written notice of any breach of the Perfection
Representations, and shall not, without obtaining a confirmation of the
then-current rating of the Notes (as determined after any adjustment or
withdrawal of the ratings following notice of such breach) waive a breach of
any of the Perfection Representations.


 


8.                                       Servicer
to Maintain Perfection and Priority. 
The Servicer covenants that, in order to evidence the interests of
Issuer and the Indenture Trustee under this Agreement, Servicer shall take such
action, or execute and deliver such instruments (other than effecting a Filing
(as defined below), unless such Filing is effected in accordance with this
paragraph) as may be necessary or advisable (including, without limitation,
such actions as are requested by Issuer) to maintain and perfect, as a first
priority interest, the Indenture Trustee’s security interest in the
Receivables.  Servicer shall, from time
to time and within the time limits established by law, prepare and present to
the Indenture Trustee for the Indenture Trustee to authorize (based in reliance
on the Opinion of Counsel hereinafter provided for) the Servicer to file, all
financing statements, amendments, continuations, initial financing statements
in lieu of a continuation statement, terminations, partial terminations,
releases or partial releases, or any other filings necessary or advisable to
continue, maintain and perfect the Indenture Trustee’s security interest in the
Receivables as a first-priority interest (each a “Filing”).  Servicer shall present each such Filing to
the Indenture Trustee together with (x) an Opinion of Counsel to the effect
that such Filing is (i) consistent with grant of the security interest to the
Indenture Trustee pursuant to the Granting Clause of this Agreement, (ii)
satisfies all requirements and conditions to such Filing in this Agreement and
(iii) satisfies the requirements for a Filing of such type under the Uniform Commercial
Code in the applicable jurisdiction (or if the Uniform Commercial Code does not
apply, the applicable statute governing the perfection of security interests),
and (y) a form of authorization for the Indenture Trustee’s signature.  Upon receipt of such Opinion of Counsel and
form of authorization, Issuer shall promptly authorize in writing Servicer to,
and Servicer shall, effect such Filing under the Uniform Commercial Code
without the signature of the Indenture Trustee or Issuer where allowed by applicable
law.  Notwithstanding anything else in
the Indenture to the contrary, the Servicer shall not have any authority to
effect a Filing without obtaining written authorization from the Issuer in
accordance with this paragraph (c).