Exhibit
4.5


CNH EQUIPMENT TRUST 2007-A


ADMINISTRATION AGREEMENT


among


CNH EQUIPMENT TRUST 2007-A,


as Issuing Entity,


and


NEW HOLLAND CREDIT COMPANY, LLC,


as Administrator,


and


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


as Indenture Trustee,


and


Wilmington Trust Company,


as Trustee


Dated as of March 1, 2007















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

  
	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Amendments.

  	
  10

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Successors and
  Assigns.

  	
  12

  
	
   

  	
   

  	
   

  
	
  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.

  	
  Third-Party
  Beneficiary.

  	
  13

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Indemnification.

  	
  13

  
	
   

  	
   

  	
   

  
	
  21.

  	
  Information
  Requests.

  	
  13

  



 
















ADMINISTRATION AGREEMENT dated as of
March 1, 2007, among CNH EQUIPMENT TRUST 2007-A, 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 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) 5.26338%
Class A-1 Asset Backed Notes, 5.13% Class A-2 Asset Backed Notes, 4.99% Class
A-3 Asset Backed Notes, Floating Rate Class A-4 Asset Backed Notes,
(collectively, the “ Class A Notes “) and 5.09% 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 March 16, 2007 (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, the Counterparty 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, the Counterparty 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 to
perform, prepare, file or deliver pursuant to the Related



 4
 









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. 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.


(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



 5
 









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
amendment of or any supplement to the Indenture;


(B)                                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);


(C)                                the
amendment, change or modification of the Related Agreements;


(D)                               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


(E)                                 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.


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 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.



 6
 









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, the Counterparty and the
Servicer with at least 60 days’ prior written notice.


(c)                                  Subject to Section
8(e), the Issuing Entity may remove the Administrator without cause by
providing the Administrator, the Trustee, the Indenture Trustee, the
Counterparty 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, the Counterparty 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);



 7
 









(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 Counterparty, 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 Counterparty, 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 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.



 8
 









(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), 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 as follows:


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


CNH Equipment Trust 2007-A


c/o Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, Delaware 
19890-0001


Attention: Corporate
Trust Administrator


(b)                                 if to the
Administrator, to:


New Holland Credit Company, LLC


33 South Railroad Avenue


New Holland, Pennsylvania  17557



 9
 









Attention: Finance
Manager


with a copy to:


New Holland Credit Company, LLC


100 South Saunders Road


Lake Forest, Illinois 
60045


Attention: Senior Counsel


	
  (c)

  	
   

  	
  if to the Indenture Trustee, to:

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
  2 North LaSalle
  Street

  
	
   

  	
  Suite 1020

  
	
   

  	
  Chicago,
  Illinois 60602

  
	
   

  	
  Attention:
  Structured Finance-ABS

  
	
   

  	
   

  
	
  (d)

  	
   

  	
  if to the Counterparty, to:

  
	
   

  	
   

  
	
   

  	
  Credit Suisse
  International

  
	
   

  	
  One Cabot Square

  
	
   

  	
  London E14 4QJ

  
	
   

  	
  England

  
	
   

  	
  Attention:

  
	
   

  	
   

  	
  (1) Head of
  Credit Risk Management;

  
	
   

  	
   

  	
  (2) Managing
  Director - Operations Department;

  
	
   

  	
   

  	
  (3) Managing
  Director - Legal Department

  
	
   

  	
  Telex No.:

  	
  264521

  
	
   

  	
  Answerback:

  	
  CSI G

  
	
   

  	
   

  	
   

  
	
  

  	
  with a copy to:

  	 

	
   

  	
   

  	 

	
   

  	
  Facsimile No.:44 20 7888 2686

  	 

	
   

  	
  Attention:

  	
  Managing Director - Legal Department

  	 

	
   

  	
  Telephone number
  for oral confirmation of receipt of facsimile in

  	 

	
   

  	
   

  	
  legible form: 44
  20 7888 2028

  	 

								



 


or to such other address
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.  This Agreement may be amended from time to
time by a written amendment duly executed with the prior written notice to the
Counterparty and delivered by the Issuing Entity, the Administrator and the
Indenture Trustee, with the written consent of the Trustee, but without the
consent of any of the Noteholders or the Certificateholders, to cure any
ambiguity, to correct or supplement provisions of this



 10
 









Agreement
or 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 such amendment shall
not, as evidenced by an Officer’s Certificate of the Administrator, adversely
affect in any material respect the interests of any Noteholder or
Certificateholder.  An amendment shall be
deemed not to adversely affect in any material respect the interests of any
Class of Notes if the Rating Agency Condition has been satisfied with respect
to such 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 and the Counterparty, 10 days prior thereto),
the Administrator shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Trustee, the Indenture
Trustee, each of the Rating Agencies and the Counterparty.


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, 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.


If any amendment or supplement would either: (1) materially and
adversely affect any of the Counterparty’s rights or obligations under the
Interest Rate Swap Agreement or any other Basic Document; or (b) materially and
adversely modify the obligations of, or materially and adversely impact the
ability of, the Trust to fully perform any of the Trust’s obligations under the
Interest Rate Swap Agreement, the Trust and the Indenture Trustee shall be
required to first obtain the written consent of the Counterparty before
entering into any such amendment or supplement.



 11
 









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 or the Trustee to a
corporation or other organization that is a successor (by merger, consolidation
or purchase of assets) to 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 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.



 12
 









(b)                                 Notwithstanding
anything contained herein to the contrary, this Agreement has been
countersigned by The Bank of New York Trust Company, N.A., not in its
individual capacity but solely as Indenture Trustee, and in no event shall The
Bank of New York 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.                               Third-Party
Beneficiary.  The Trustee is a
third-party beneficiary to this Agreement and is entitled to the rights and
benefits hereunder and may enforce the provisions hereof as if it were a party
hereto.


20.                               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.


21.                               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.


*   *  
*   *   *



 13















 


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 2007-A

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  	
   

  	
   

  
	
   

  	
   

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Christopher Murphy

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  J. Christopher Murphy

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Financial Services Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
  not in its individual capacity but solely as

  	
   

  	
   

  
	
   

  	
   

  	
  Indenture Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith Richardson

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Keith Richardson

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW HOLLAND CREDIT COMPANY, LLC.

  	
   

  	
   

  
	
   

  	
   

  	
  as Administrator

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian J. O’Keane

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian J. O’Keane

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY,

  	
   

  	
   

  
	
   

  	
   

  	
  not in its individual capacity but solely as

  	
   

  	
   

  
	
   

  	
   

  	
  Trustee under the Trust Agreement

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Christopher Murphy

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  J. Christopher Murphy

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Financial Services Officer

  	
   

  	
   

  
									



 



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