Exhibit 4.5


 


CNH EQUIPMENT TRUST 2009-B


 


ADMINISTRATION AGREEMENT


 


among


 


CNH EQUIPMENT TRUST 2009-B,


 


as Issuing Entity,


 


and


 


NEW HOLLAND CREDIT COMPANY, LLC,


 


as Administrator,


 


and


 


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


 


as Indenture Trustee,


 


and


 


WILMINGTON TRUST COMPANY,


 


as Trustee


 


Dated as of April 1, 2009


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  Duties of the Administrator

  	
  2

  
	
   

  	
  (a)

  	
  Duties
  with Respect to the Indenture and the Depository Agreement

  	
  2

  
	
   

  	
  (b)

  	
  Duties
  with Respect to the Trust

  	
  4

  
	
   

  	
  (c)

  	
  Non-Ministerial
  Matters

  	
  6

  
	
   

  	
  (d)

  	
  TALF
  Matters

  	
  6

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Records

  	
  6

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Compensation

  	
  6

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Additional
  Information to be Furnished to the Issuing Entity

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Independence
  of the Administrator

  	
  7

  
	
   

  	
   

  	
   

  
	
  6.

  	
  No Joint
  Venture

  	
  7

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Other
  Activities of the Administrator

  	
  7

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Term of
  Agreement; Resignation and Removal of the Administrator

  	
  7

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Action
  upon Termination, Resignation or Removal

  	
  9

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Notices

  	
  9

  
	
   

  	
  (a)

  	
  if to the
  Issuing Entity or the Trustee, to:

  	
  9

  
	
   

  	
  (b)

  	
  if to the
  Administrator, to:

  	
  9

  
	
   

  	
  (c)

  	
  if to the
  Indenture Trustee, to:

  	
  10

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Amendments

  	
  10

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Successors
  and Assigns

  	
  11

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Governing
  Law

  	
  11

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Headings

  	
  12

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Counterparts

  	
  12

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Severability

  	
  12

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Not
  Applicable to New Holland Credit Company, LLC in Other Capacities

  	
  12

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Limitation
  of Liability of the Trustee and the Indenture Trustee

  	
  12

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Indemnification

  	
  12

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Information
  Requests

  	
  12

  



 


i

















 


	
  21.

  	
  [Reserved]

  	
  13

  



 


ii

















 


ADMINISTRATION
AGREEMENT dated as of April 1, 2009, among CNH EQUIPMENT
TRUST 2009-B, a Delaware statutory trust (the “Issuing Entity”), NEW HOLLAND
CREDIT COMPANY, LLC, a Delaware limited liability company, as administrator
(the “Administrator”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a
national banking association, not in its individual capacity but solely as
Indenture Trustee (the “Indenture Trustee”), and Wilmington Trust Company, not
in its individual capacity but solely as Trustee under the Trust Agreement (the
“Trustee”).


 


RECITALS


 


WHEREAS, the Issuing Entity is issuing the Notes pursuant
to the Indenture, dated as of the date hereof (as amended and supplemented from
time to time in accordance with the provisions thereof, the “Indenture”),
between the Issuing Entity and the Indenture Trustee (capitalized terms used
herein and not otherwise defined herein are defined in Appendix A to the
Indenture, and the provisions of Section 1.3 of the Indenture shall be incorporated
herein).


 


WHEREAS, the Issuing Entity has entered into certain
agreements in connection with the issuance of the Notes and of certain
beneficial ownership interests of the Issuing Entity, including: (i) a
Sale and Servicing Agreement, dated as of the date hereof (as amended and
supplemented from time to time, the “Sale and Servicing Agreement”), among the
Issuing Entity, New Holland Credit Company, LLC, as servicer (the “Servicer”),
and CNH Capital Receivables LLC, a Delaware limited liability company, as
seller (the “Seller”), (ii) a Depository Agreement, dated on or around May 12,
2009 (the “Depository Agreement”), among the Issuing Entity and The Depository
Trust Company, (iii) the Indenture and (iv) a Trust Agreement, dated
as of the date hereof (the “Trust Agreement”), between the Seller and the
Trustee (the Sale and Servicing Agreement, the Depository Agreement, the
Indenture and the Trust Agreement being hereinafter referred to collectively as
the “Related Agreements”);


 


WHEREAS, pursuant to the Related Agreements, the Issuing
Entity and the Trustee are required to perform certain duties in connection
with: (a) the Notes and the collateral therefor pledged pursuant to the
Indenture (the “Collateral”) and (b) the beneficial ownership interests in
the Issuing Entity (the registered holders of such interests being referred to
herein as the “Owners”);


 


WHEREAS, the Issuing Entity and the Trustee desire to have
the Administrator perform certain of the duties of the Issuing Entity and the
Trustee referred to in the preceding clause, and to provide such additional
services consistent with this Agreement and the Related Agreements as the
Issuing Entity and the Trustee may from time to time request;


 


WHEREAS, the Administrator has the capacity to provide the
services required hereby and is willing to perform such services for the
Issuing Entity and the Trustee on the terms set forth herein;


 


NOW, THEREFORE, in consideration of the mutual terms and
covenants contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:


 


1.                                      Duties of the Administrator.


 

















 


(a)                                  Duties with Respect to the Indenture and
the Depository Agreement.  The Administrator shall
perform all of its duties as Administrator and the duties of the Issuing Entity
and the Trustee under the Indenture and the Depository Agreement. In addition,
the Administrator shall consult with the Trustee regarding the duties of the
Issuing Entity and the Trustee under such documents. The Administrator shall
monitor the performance of the Issuing Entity and shall advise the Trustee when
action is necessary to comply with the Issuing Entity’s or the Trustee’s duties
under such documents. The Administrator shall prepare for execution by the
Issuing Entity or shall cause the preparation by other appropriate persons of
all such documents, reports, filings, instruments, certificates and opinions as
it shall be the duty of the Issuing Entity or the Trustee to prepare, file or
deliver pursuant to such documents. In furtherance of the foregoing, the
Administrator shall take all appropriate action that is the duty of the Issuing
Entity or the Trustee to take pursuant to such documents, including, without
limitation, such of the foregoing as are required with respect to the following
matters (references in this Section are to sections of the Indenture):


 


(i)                                     the duty to cause the Note Register to be
kept and to give the Indenture Trustee notice of any appointment of a new Note
Registrar and the location, or change in location, of the Note Register (Section 2.4);


 


(ii)                                  the fixing or causing to be fixed of any
specified record date and the notification of the Indenture Trustee and
Noteholders with respect to special payment dates, if any (Section 2.7(c));


 


(iii)                               the preparation of or obtaining of the
documents and instruments required for authentication of the Notes and delivery
of the same to the Indenture Trustee (Section 2.2);


 


(iv)                              the preparation, obtaining or filing of
the instruments, opinions, certificates and other documents required for the
release of the Collateral (Section 2.9);


 


(v)                                 [reserved];


 


(vi)                              the duty to cause newly appointed Paying
Agents, if any, to deliver to the Indenture Trustee the instrument specified in
the Indenture regarding funds held in trust (Section 3.3);


 


(vii)                           the direction to the Paying Agents to
deposit monies with the Indenture Trustee (Section 3.3);


 


(viii)                        the obtaining and preservation of the
Issuing Entity’s qualification to do business in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of the Indenture, the Notes, the Collateral and each other
instrument and agreement included in the Trust Estate (Section 3.4);


 


(ix)                                the preparation of all supplements,
amendments, financing statements, continuation statements, instruments of
further assurance and other 


 


2

















 


instruments, in accordance with Section 3.5 of
the Indenture, necessary to protect the Trust Estate (Section 3.5);


 


(x)                                   the delivery of the Opinion of Counsel on
the Closing Date and the annual delivery of Opinions of Counsel, in accordance
with Section 3.6 of the Indenture, as to the Trust Estate, and the annual
delivery of the Officer’s Certificate and certain other statements, in
accordance with Section 3.9 of the Indenture, as to compliance with the
Indenture (Sections 3.6 and 3.9);


 


(xi)                                the identification to the Indenture
Trustee in an Officer’s Certificate of a Person with whom the Issuing Entity
has contracted to perform its duties under the Indenture (Section 3.7(b));


 


(xii)                             the notification of the Indenture Trustee
and the Rating Agencies of a Servicer Default pursuant to the Sale and
Servicing Agreement and, if such Servicer Default arises from the failure of
the Servicer to perform any of its duties under the Sale and Servicing
Agreement, the taking of all reasonable steps available to remedy such failure
(Section 3.7(d));


 


(xiii)                          the preparation and obtaining of
documents and instruments required for the release of the Issuing Entity from
its obligations under the Indenture (Section 3.10(b));


 


(xiv)                         the delivery of notice to the Indenture
Trustee and the Rating Agencies of (a) each Event of Default under the
Indenture, (b) each default by the Servicer or Seller under the Sale and
Servicing Agreement and (c) each default by CNHCA under the Purchase
Agreement (Section 3.19);


 


(xv)                            the monitoring of the Issuing Entity’s
obligations as to the satisfaction and discharge of the Indenture and the
preparation of an Officer’s Certificate and the obtaining of the Opinion of
Counsel and the Independent Certificate relating thereto (Section 4.1);


 


(xvi)                         the compliance with any written directive
of the Indenture Trustee with respect to the sale of the Trust Estate in a
commercially reasonable manner if an Event of Default shall have occurred and
be continuing (Section 5.4);


 


(xvii)                      the furnishing to the Indenture Trustee
of the names and addresses of Noteholders during any period when the Indenture
Trustee is not the Note Registrar (Section 7.1);


 


(xviii)                   the preparation, execution and filing with the
Commission and the Indenture Trustee of documents required to be filed on a
periodic basis with, and summaries thereof as may be required by rules and
regulations prescribed by, the Commission and the transmission of such
summaries, as necessary, to the Noteholders (Section 7.3);


 


3

















 


(xix)                           the opening of one or more accounts in
the Trust’s name, the preparation of Issuing Entity Orders, Officer’s
Certificates and Opinions of Counsel and all other actions necessary with
respect to investment and reinvestment of funds in the Trust Accounts (Sections
8.2 and 8.3);


 


(xx)                              the preparation of an Issuing Entity
Request and Officer’s Certificate and the obtaining of an Opinion of Counsel
and Independent Certificates, if necessary, for the release of the Trust Estate
as defined in the Indenture (Sections 8.4 and 8.5);


 


(xxi)                           the preparation of Issuing Entity Orders
and the obtaining of Opinions of Counsel with respect to the execution of
supplemental indentures and the mailing to the Noteholders of notices with
respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);


 


(xxii)                        the execution and delivery of new Notes
conforming to any supplemental indenture (Section 9.6);


 


(xxiii)                     the notification of Noteholders of redemption of the
Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.2);


 


(xxiv)                    the preparation of all Officer’s Certificates,
Opinions of Counsel and Independent Certificates with respect to any requests
by the Issuing Entity to the Indenture Trustee to take any action under the
Indenture (Section 11.1(a));


 


(xxv)                       the preparation and delivery of Officer’s
Certificates and the obtaining of Independent Certificates, if necessary, for
the release of property from the Lien of the Indenture (Section 11.1(b));


 


(xxvi)                    the preparation and delivery to Noteholders and the
Indenture Trustee of any agreements with respect to alternate payment and
notice provisions (Section 11.6); and


 


(xxvii)                 the recording of the Indenture, if applicable (Section 11.15).


 


(b)                                 Duties with Respect to the Trust.


 


(i)                                     In addition to the duties of the
Administrator set forth above, the Administrator shall perform such
calculations, and shall prepare for execution by the Issuing Entity or the
Trustee or shall cause the preparation by other appropriate persons of all such
documents, reports, filings, instruments, certificates and opinions, as it
shall be the duty of the Issuing Entity or the Trustee to perform, prepare,
file or deliver pursuant to the Related Agreements, and at the request of the
Trustee shall take all appropriate action that it is the duty of the Issuing
Entity or the Trustee to take pursuant to the Related Agreements (other than
with respect to Sections 11.14, 11.15 and 11.16 of the Trust Agreement).  Subject to Section 5 of this Agreement,
the Administrator shall administer, perform or supervise the performance of
such other activities in connection with 


 


4

















 


the Collateral (including the Related Agreements) as
are not covered by any of the foregoing and as are expressly requested by the
Trustee and are reasonably within the capability of the Administrator.


 


(ii)                                  Notwithstanding anything in this
Agreement or the Related Agreements to the contrary, if any Certificates are
held by any Person other than the Depositor, the Administrator shall be
responsible for promptly notifying the Trustee in the event that any
withholding tax is imposed on the Trust’s payments (or allocations of income)
to an Owner as contemplated in Section 5.2(c) of the Trust Agreement.
Any such notice shall specify the amount of any withholding tax required to be
withheld by the Trustee pursuant to such provision.


 


(iii)                               Notwithstanding anything in this
Agreement or the Related Agreements to the contrary, the Administrator shall be
responsible for performance of the duties of the Trustee (if any) set forth in
Sections 5.2(a), (b) and (c), the first sentence of Section 5.5 and Section 5.6(a) of
the Trust Agreement with respect to, among other things, accounting and reports
to Owners; provided, however, that the Trustee shall retain responsibility for
the distribution of the Schedule K-1s necessary to enable each Owner to prepare
its federal and state income tax returns.


 


(iv)                              If any Certificates are held by any
Person other than the Depositor, the Administrator shall satisfy its
obligations with respect to clauses (ii)  and (iii)  by retaining, at
the expense of the Trust payable by the Servicer, a firm of Independent
certified public accountants (the “Accountants”) reasonably acceptable to the
Trustee, which Accountants shall perform the obligations of the Administrator
thereunder. In connection with clause (ii), the Accountants will provide, on or
prior to the date on which the Trustee receives its notice from the
Administrator under such clause, a letter in form and substance satisfactory to
the Trustee as to whether any tax withholding is then required and, if
required, the procedures to be followed with respect thereto to comply with the
requirements of the Code. The Accountants shall be required to update the
letter in each instance that any additional tax withholding is subsequently
required or any previously required tax withholding shall no longer be
required.


 


(v)                                 The Administrator shall perform the
duties of the Administrator specified in Section 10.2 of the Trust
Agreement required to be performed in connection with the resignation or
removal of the Trustee, and any other duties expressly required to be performed
by the Administrator under the Trust Agreement.


 


(vi)                              In carrying out the foregoing duties or
any of its other obligations under this Agreement, the Administrator may enter
into transactions with or otherwise deal with any of its affiliates;  provided, however, that the terms of any such
transactions or dealings shall be in accordance with any directions received
from the Issuing Entity and shall be, in the Administrator’s opinion, no less
favorable to the Issuing Entity than would be available from unaffiliated
parties.


 


5

















 


(vii)                           The Administrator hereby agrees to
execute on behalf of the Issuing Entity all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Issuing
Entity to prepare, file or deliver pursuant to the Basic Documents or otherwise
by law.


 


(c)                                  Non-Ministerial Matters.


 


(i)                                     With respect to matters that in the
reasonable judgment of the Administrator are non-ministerial, the Administrator
shall not take any action unless within a reasonable time before the taking of
such action the Administrator shall have notified the Trustee of the proposed
action and the Trustee shall not have withheld consent or provided an
alternative direction. For the purpose of the preceding sentence, “non-ministerial
matters” shall include, without limitation:


 


(A)                                                                                                                              the initiation of any claim or lawsuit by
the Issuing Entity and the compromise of any action, claim or lawsuit brought
by or against the Issuing Entity (other than in connection with the collection
of the Receivables);


 


(B)                                                                                                                                the appointment of successor Note
Registrars, successor Paying Agents and successor Trustees pursuant to the
Indenture or the appointment of successor Administrators or successor
Servicers, or the consent to the assignment by the Note Registrar, Paying Agent
or Indenture Trustee of its obligations under the Indenture; and


 


(C)                                                                                                                                the removal of the Indenture Trustee.


 


(ii)                                  Notwithstanding anything to the contrary
in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make
any payments to the Noteholders under the Related Agreements, (y) sell the
Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any
other action that the Issuing Entity directs the Administrator not to take on
its behalf.


 


(d)                                 TALF Matters. 
In addition to the duties of the Administrator set forth herein, the
Administrator shall execute and deliver on behalf of the Issuing Entity one or
more certifications as to TALF eligibility, one or more indemnity undertakings,
and other documents, certificates, notices, press releases, agreements and
instruments contemplated thereby or related thereto or otherwise necessary or
incidental to qualifying Class A Notes as “eligible collateral” under the
Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility (“TALF”)
or otherwise required or desirable in connection with the TALF program.


 


2.                                      Records. 
The Administrator shall maintain appropriate books of account and
records relating to services performed hereunder, which books of account and
records shall be accessible for inspection upon reasonable written request by
the Issuing Entity, the Indenture Trustee and the Depositor at any time during
normal business hours.


 


3.                                      Compensation.  
As compensation for the performance of the Administrator’s obligations
under this Agreement and as reimbursement for its expenses related thereto, the


 


6
















 


Administrator shall be
entitled to $500 per quarter payable in arrears on each Payment Date, which
payment shall be solely an obligation of the Issuing Entity.


 


4.                                      Additional Information to be
Furnished to the Issuing Entity.   The
Administrator shall furnish to the Issuing Entity from time to time such
additional information regarding the Collateral as the Issuing Entity shall
reasonably request.


 


5.                                      Independence of the Administrator. 
For all purposes of this Agreement, the Administrator shall be an independent
contractor and shall not be subject to the supervision of the Issuing Entity or
the Trustee with respect to the manner in which it accomplishes the performance
of its obligations hereunder. Unless expressly authorized by the Issuing
Entity, the Administrator shall have no authority to act for or represent the
Issuing Entity or the Trustee in any way (other than as permitted hereunder)
and shall not otherwise be deemed an agent of the Issuing Entity or the
Trustee.


 


6.                                      No Joint Venture. 
Nothing contained in this Agreement: 
(i) shall constitute the Administrator and either of the Issuing
Entity or the Trustee as members of any partnership, joint venture,
association, syndicate, unincorporated business or other separate entity, (ii) shall
be construed to impose any liability as such on any of them or (iii) shall
be deemed to confer on any of them any express, implied or apparent authority
to incur any obligation or liability on behalf of the others.


 


7.                                      Other Activities of the
Administrator.  Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in their
sole discretion, from acting in a similar capacity as an administrator for any
other Person even though such Person may engage in business activities similar
to those of the Issuing Entity, the Trustee or the Indenture Trustee.


 


8.                                      Term of Agreement; Resignation
and Removal of the Administrator.


 


(a)                          This Agreement shall continue in force
until the dissolution of the Issuing Entity, upon which event this Agreement
shall automatically terminate.  Subject
to Section 8(e), the Administrator may resign its duties hereunder by
providing the Issuing Entity, the Trustee, the Indenture Trustee and the
Servicer with at least 60 days’ prior written notice.


 


(b)                         Subject to Section 8(e), the Issuing
Entity may remove the Administrator without cause by providing the
Administrator, the Trustee, the Indenture Trustee and the Servicer with at
least 60 days’ prior written notice.


 


(c)                          Subject to Section 8(e), at the sole
option of the Issuing Entity, the Administrator may be removed immediately upon
written notice of termination from the Issuing Entity to the Administrator, the
Trustee, the Indenture Trustee and the Servicer if any of the following events
shall occur:


 


(i)                                     the Administrator shall default in the
performance of any of its duties under this Agreement and, after notice of such
default, shall not cure such default within ten days (or, if such default
cannot be cured in such time, shall not 


 


7

















 


give within ten days such assurance of cure as shall
be reasonably satisfactory to the Issuing Entity);


 


(i)                                     a court having jurisdiction in the
premises shall enter a decree or order for relief, and such decree or order
shall not have been vacated within 60 days, in respect of the Administrator in
any involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect or appoint a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official for the
Administrator or any substantial part of its property or order the winding-up
or liquidation of its affairs; or


 


(ii)                                  the Administrator shall commence a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, shall consent to the entry of an order for relief
in an involuntary case under any such law, or shall consent to the appointment
of a receiver, liquidator, assignee, trustee, custodian, sequestrator or
similar official for the Administrator or any substantial part of its property,
shall consent to the taking of possession by any such official of any
substantial part of its property, shall make any general assignment for the
benefit of creditors or shall fail generally to pay its debts as they become
due.


 


The Administrator agrees
that if any of the events specified in clauses (ii) or (iii) of this
subsection shall occur, it shall give written notice thereof to the Issuing
Entity, the Servicer, the Trustee and the Indenture Trustee within seven days
after the happening of such event.


 


(d)                         Upon the Administrator’s receipt of
notice of termination, pursuant to Sections 8(c) or (d), or the
Administrator’s resignation in accordance with this Agreement, the predecessor
Administrator shall continue to perform its functions as Administrator under
this Agreement, in the case of termination, only until the date specified in
such termination notice or, if no such date is specified in a notice of
termination, until receipt of such notice and, in the case of resignation,
until the later of: (x) the date 45 days from the delivery to the Issuing
Entity, the Trustee, the Indenture Trustee and the Servicer of written notice
of such resignation (or written confirmation of such notice) in accordance with
this Agreement and (y) the date upon which the predecessor Administrator
shall become unable to act as Administrator, as specified in the notice of
resignation and accompanying Opinion of Counsel. In the event of the
Administrator’s termination hereunder, the Issuing Entity shall appoint a
successor Administrator acceptable to the Indenture Trustee, and the successor
Administrator shall accept its appointment by a written assumption in form
acceptable to the Indenture Trustee. In the event that a successor
Administrator has not been appointed at the time when the predecessor
Administrator has ceased to act as Administrator in accordance with this
Section, and if the Backup Servicer is serving as the Successor Servicer under
the Transaction Documents, the Indenture Trustee without further action shall
automatically be appointed the successor Administrator and the Indenture
Trustee shall be entitled to the compensation specified in Section 3.  Notwithstanding the above, the Indenture
Trustee shall, if it shall be unable so to act, appoint or petition a court of
competent jurisdiction to appoint any established institution having a net
worth of not less than $50,000,000 


 


8

















 


and whose regular business
shall include the performance of functions similar to those of the
Administrator, as the successor to the Administrator under this Agreement.


 


(e)                          Upon appointment, the successor
Administrator (including the Indenture Trustee acting as successor Administrator)
shall be the successor in all respects to the predecessor Administrator and
shall be subject to all the responsibilities, duties and liabilities arising
thereafter relating thereto placed on the predecessor Administrator and shall
be entitled to the compensation specified in Section 3  and all the rights granted to the predecessor
Administrator by the terms and provisions of this Agreement.


 


(f)                            Except when and if the Indenture Trustee
is appointed successor Administrator, the Administrator may not resign unless
it is prohibited from serving as such by law as evidenced by an Opinion of
Counsel to such effect delivered to the Indenture Trustee. No resignation or
removal of the Administrator pursuant to this Section shall be effective
until: (i) a successor Administrator shall have been appointed by the
Issuing Entity and (ii) such successor Administrator shall have agreed in
writing to be bound by the terms of this Agreement in the same manner as the
Administrator is bound hereunder.


 


(g)                         The appointment of any successor
Administrator shall be effective only after satisfaction of the Rating Agency
Condition with respect to the proposed appointment.


 


9.                                      Action upon Termination,
Resignation or Removal.  Promptly upon
the effective date of termination of this Agreement pursuant to Section 8(a),
or the resignation or removal of the Administrator pursuant to Section 8(b) or
(c), respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 8(a) deliver to the Issuing Entity all property
and documents of or relating to the Collateral then in the custody of the
Administrator. In the event of the resignation or removal of the Administrator
pursuant to Section 8(b) or (c), respectively, the Administrator
shall cooperate with the Issuing Entity and the Indenture Trustee and take all
reasonable steps requested to assist the Issuing Entity and the Indenture
Trustee in making an orderly transfer of the duties of the Administrator.


 


10.                               Notices. 
Any notice, report or other communication given hereunder shall be in
writing and addressed and personally delivered, mailed or sent by facsimile transmission
as follows:


 


(a)                                  if to the Issuing Entity or the Trustee,
to:


 


CNH
Equipment Trust 2009-B


c/o
Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, Delaware 19890-0001


Attention: Corporate
Trust Administrator


Facsimile: (302) 636-4140


 


(b)                                 if to the Administrator, to:


 


9

















 


New Holland Credit
Company, LLC


33 South Railroad Avenue


New Holland, Pennsylvania
17557


Attention: Finance
Manager


Facsimile: (630) 887-5448


 


with a copy to:


 


New Holland Credit
Company, LLC


6900 Veterans Boulevard


Burr Ridge, Illinois 60527


Attention: Assistant
Treasurer


Facsimile: (630) 887-5448


 


(c)                                  if to the Indenture Trustee, to:


 


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


2 North LaSalle Street


Suite 1020


Chicago, Illinois 60602


Attention: Structured
Finance-ABS


Facsimile: (312) 827-8562


 


or to such other address or
facsimile number as any party shall have provided to the other parties in
writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand-delivered
to the address of such party as provided above.


 


11.                               Amendments. 
Any term or provision of this Agreement may be amended by the Issuing
Entity, Administrator, Indenture Trustee and the Trustee without the consent of
any Noteholder, any Certificateholder or any other Person subject to the
satisfaction of one of the following conditions:


 


(i)                                     the Administrator delivers an Opinion of
Counsel to the Indenture Trustee to the effect that such amendment will not
materially and adversely affect the interests of the Noteholders or the
Certificateholders; or


 


(ii)                                  the Administrator delivers an Officer’s
Certificate of the Administrator to the Indenture Trustee to the effect that
such amendment will not materially or adversely affect the interests of the
Noteholders or the Certificateholders.


 


An amendment shall be deemed
not to adversely affect in any material respect the interests of any
Noteholders of a Class of Notes if the Rating Agency Condition has been
satisfied with respect to such amendment for such Class of Notes.


 


This Agreement may also be
amended from time to time by the Issuing Entity, the Administrator and the
Indenture Trustee with the written consent of (w) the Trustee, (x) 


 


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Noteholders
holding Notes evidencing not less than a majority of the Note Balance and (y) the
Certificateholders holding in the aggregate more than 50% of the beneficial
interest in the Issuing Entity at the time of such amendment, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Noteholders or the Certificateholders; provided, however, that no such
amendment shall: (i) reduce the interest rate or principal of any Note, or
delay the Class Final Maturity Date of any Note or (ii) reduce the
aforesaid percentage of the Holders of Notes and Certificates that are required
to consent to any such amendment, without the consent of the Holders of all the
outstanding Notes and Certificates. Notwithstanding the foregoing, the
Administrator may not amend this Agreement without the permission of the
Depositor, which permission shall not be unreasonably withheld.


 


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


 


It shall not be necessary
for the consent of the Certificateholders or the Noteholders pursuant to this Section to
approve the particular form of any proposed amendment or consent, but it shall
be sufficient if such consent shall approve the substance thereof.


 


Notwithstanding anything
herein to the contrary (other than as provided in the following paragraph), any
term or provision of this Agreement may be amended by the Administrator without
the consent of the Certificateholders, 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.


 


12.                               Successors and Assigns. 
This Agreement may not be assigned by the Administrator unless such
assignment is previously consented to in writing by the Issuing Entity, the
Indenture Trustee and the Trustee and subject to the satisfaction of the Rating
Agency Condition in respect thereof. An assignment with such consent and
satisfaction, if accepted by the assignee, shall bind the assignee hereunder in
the same manner as the Administrator is bound hereunder.  Notwithstanding the foregoing, this Agreement
may be assigned by the Administrator without the consent of the Issuing Entity,
the Indenture Trustee or the Trustee to a corporation or other organization
that is a successor (by merger, consolidation or purchase of assets) to, or
Affiliate of, the Administrator, provided that such successor organization
executes and delivers to the Issuing Entity, the Trustee and the Indenture
Trustee an agreement in which such corporation or other organization agrees to
be bound hereunder by the terms of said assignment in the same manner as the
Administrator is bound hereunder. 
Subject to the foregoing, this Agreement shall bind any successors or
assigns of the parties hereto.


 


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


 


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14.                               Headings. 
The section headings hereof have been inserted for convenience of
reference only and shall not be construed to affect the meaning, construction
or effect of this Agreement.


 


15.                               Counterparts. 
This Agreement may be executed in counterparts, all of which when so
executed shall together constitute but one and the same agreement.


 


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


 


17.                               Not Applicable to New Holland
Credit Company, LLC in Other Capacities.  Nothing in
this Agreement shall affect any obligation New Holland Credit Company, LLC or
any successor administrator may have in any other capacity.


 


18.                               Limitation of Liability of the
Trustee and the Indenture Trustee.


 


(a)                          Notwithstanding anything contained herein
to the contrary, this instrument has been countersigned by Wilmington Trust
Company, not in its individual capacity but solely in its capacity as Trustee
of the Issuing Entity, and in no event shall Wilmington Trust Company, in its
individual capacity, or any beneficial owner of the Issuing Entity have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuing Entity hereunder, as to all of which recourse shall
be had solely to the assets of the Issuing Entity. For all purposes of this
Agreement, in the performance of any duties or obligations of the Issuing
Entity thereunder, the Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust
Agreement.


 


(b)                         Notwithstanding anything contained herein
to the contrary, this Agreement has been countersigned by The Bank of New York
Mellon Trust Company, N.A., not in its individual capacity but solely as
Indenture Trustee, and in no event shall The Bank of New York Mellon Trust
Company, N.A. have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuing Entity hereunder or
in any of the certificates, notices or agreements delivered pursuant hereto, as
to all of which recourse shall be had solely to the assets of the Issuing
Entity.


 


19.                               Indemnification. 
The Administrator shall indemnify the Trustee and the Indenture Trustee
(and their officers, directors, employees and agents) for, and hold them
harmless against, any losses, liability or expense, including attorneys’ fees
reasonably incurred by them, incurred without negligence or bad faith on their
part, arising out of or in connection with: (i) actions taken by either of
them pursuant to instructions given by the Administrator pursuant to this
Agreement or (ii) the failure of the Administrator to perform its
obligations hereunder. The indemnities contained in this Section shall
survive the termination of this Agreement and the resignation or removal of the
Administrator, the Trustee or the Indenture Trustee.


 


20.                               Information Requests. 
The parties hereto shall provide any information reasonably requested by
the Administrator or any of its Affiliates, at the expense of the 


 


12

















 


Administrator 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.


 


21.                               [Reserved].


 


*   *   *  
*   *


 


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IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed and delivered as of the
day and year first above written.


 


	
   

  	
  CNH EQUIPMENT TRUST
  2009-B

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust
  Company,

  
	
   

  	
   

  	
  not in its individual
  capacity but solely as Trustee on behalf of the Issuing Entity

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Dorri Costello

  
	
   

  	
   

  	
  Name:  Dorri Costello

  
	
   

  	
   

  	
  Title:  Financial Services Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
  not in its individual
  capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Robert Castle

  
	
   

  	
   

  	
  Name:  Robert Castle

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW HOLLAND CREDIT
  COMPANY, LLC

  
	
   

  	
   

  	
  as Administrator

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas N. Beckmann

  
	
   

  	
   

  	
  Name:  Thomas N. Beckmann

  
	
   

  	
   

  	
  Title:  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST
  COMPANY,

  
	
   

  	
   

  	
  not in its individual
  capacity but solely as Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Dorri Costello

  
	
   

  	
   

  	
  Name:  Dorri Costello

  
	
   

  	
   

  	
  Title:  Financial Services Officer