Exhibit 4.5


 


CNH EQUIPMENT TRUST 2009-C


 


ADMINISTRATION AGREEMENT


 


among


 


CNH EQUIPMENT TRUST 2009-C,


 


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 October 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

  	
  7

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Compensation

  	
  7

  
	
   

  	
   

  	
   

  
	
  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

  	
  10

  
	
   

  	
  (b)

  	
  if to the Administrator

  	
  10

  
	
   

  	
  (c)

  	
  if to the Indenture Trustee

  	
  10

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Amendments

  	
  10

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Successors and Assigns

  	
  11

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Governing Law

  	
  12

  
	
   

  	
   

  	
   

  
	
  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

  	
  13

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Information Requests

  	
  13

  



 


i

















 


	
  21.

  	
  [Reserved.]

  	
  13

  



 


ii

















 


ADMINISTRATION AGREEMENT dated as of October 1,
2009, among CNH EQUIPMENT TRUST 2009-C, 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: (a) 0.42069% Class A-1 Asset Backed Notes, 0.95% Class A-2
Asset Backed Notes, 1.85% Class A-3 Asset Backed Notes, and 3.00% Class A-4
Asset Backed Notes, (collectively, the “Class A Notes”) and 4.98% Class B
Asset Backed Notes (the “Class B Notes” and, together with the Class A
Notes, 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 November 10,
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 


 


2

















 


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 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);


 


3

















 


(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);


 


(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 


 


4

















 


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 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.


 


5

















 


(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.


 


(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.  The above shall be delivered as required or
permitted by TALF.


 


6
















 


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 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.


 


(b)           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.


 


7

















 


(c)           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.


 


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


 


(ii)           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


 


(iii)          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.


 


(e)           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 


 


8

















 


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 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.


 


(f)            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.


 


(g)           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.


 


(h)           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), or (d) 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), or (d) 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:


 


9

















 


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


 


CNH
Equipment Trust 2009-C


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:


 


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


 


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(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) 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 


 


11

















 


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.


 


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.


 


12

















 


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 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-C

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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