Exhibit 4.5


 




 





CNH
EQUIPMENT TRUST 2006-A




ADMINISTRATION
AGREEMENT


 


among


 


CNH
EQUIPMENT TRUST 2006-A,

as Issuing Entity,


 


and


 


NEW
HOLLAND CREDIT COMPANY, LLC,

as Administrator,


 


and


 


JPMORGAN
CHASE BANK, N.A.

as Indenture Trustee.


 


Dated as of March 1, 2006




 





 

















 


Table of
Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  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

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.

  	
  INDEPENDENCE OF THE
  ADMINISTRATOR

  	
  6

  
	
   

  	
   

  	
   

  
	
  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

  	
  11

  
	
   

  	
   

  	
   

  
	
  13.

  	
  GOVERNING LAW

  	
  11

  
	
   

  	
   

  	
   

  
	
  14.

  	
  HEADINGS

  	
  11

  
	
   

  	
   

  	
   

  
	
  15.

  	
  COUNTERPARTS

  	
  11

  
	
   

  	
   

  	
   

  
	
  16.

  	
  SEVERABILITY

  	
  11

  
	
   

  	
   

  	
   

  
	
  17.

  	
  NOT APPLICABLE TO NEW HOLLAND
  CREDIT COMPANY, LLC IN OTHER CAPACITIES

  	
  11

  
	
   

  	
   

  	
   

  
	
  18.

  	
  LIMITATION OF LIABILITY OF THE
  TRUSTEE AND THE INDENTURE TRUSTEE

  	
  11

  
	
   

  	
   

  	
   

  
	
  19.

  	
  THIRD-PARTY BENEFICIARY

  	
  12

  
	
   

  	
   

  	
   

  
	
  20.

  	
  INDEMNIFICATION

  	
  12

  
	
   

  	
   

  	
   

  
	
  21.

  	
  INFORMATION REQUESTS

  	
  12

  



 


i

















 


ADMINISTRATION
AGREEMENT dated as of March 1, 2006, among CNH
EQUIPMENT TRUST 2006-A, a Delaware statutory trust (the “Issuing Entity”), NEW HOLLAND
CREDIT COMPANY, LLC, a Delaware limited liability company, as administrator
(the “Administrator”),
and JPMORGAN CHASE BANK, N.A., a national banking association, not in its
individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).


 


RECITALS


 


WHEREAS,
the Issuing Entity is issuing: (a) 4.98925% Class A-1 Asset Backed Notes,
5.180% Class A-2 Asset Backed Notes, 5.200% Class A-3 Asset Backed Notes,
5.270% Class A-4 Asset Backed Notes, (collectively, the “Class A Notes”) and 5.400% 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);


 


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 [   ], 2006 (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:


 


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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
moneys 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 instruments, in 


 


2

















 


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);


 


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(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. Subject to Section 5 of this Agreement, and
in accordance with the directions of the Trustee, 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.


 


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(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.


 


(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.


 


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(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.


 


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 


 


6

















 


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.


 


(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 


 


7

















 


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 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, 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.


 


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(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 2006-A


c/o The Bank of New York

101 Barclay Street, Floor 8W

New York, New York  10286

Attention: Corporate Trust Administration - Asset Backed Finance Unit


 


(b)  if to the Administrator, to:


 


New Holland Credit Company, LLC 

33 South Railroad Avenue

New Holland, Pennsylvania  17557

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:


 


9

















 


JPMorgan Chase Bank, N.A.

227 West Monroe Street, 26th Floor 

Chicago, Illinois  60606

Attention: Institutional Trust Services Group – CNH Equipment Trust

2006-A


 


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 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 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 Opinion
of Counsel satisfactory to the Indenture Trustee, adversely affect in any
material respect the interests of any Noteholder or Certificateholder.


 


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) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments on Receivables or distributions that are required to be made for the
benefit of the Noteholders or the Certificateholders 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, 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 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, 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 


 


10

















 


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
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 The Bank of New York,
not in its individual capacity but solely in its capacity as Trustee of the
Issuing Entity, and in no event shall The Bank of New York, 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



 


11

















 


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 JPMorgan Chase Bank,
N.A., not in its individual capacity but solely as Indenture Trustee, and in no
event shall JPMorgan Chase Bank, 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.


 


12

















 


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
  2006-A

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  The Bank of New York,

  	
   

  
	
   

  	
   

  	
   

  	
  not in its individual capacity but solely as 

  	
   

  
	
   

  	
   

  	
   

  	
  Trustee on behalf of the Issuing Entity

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Catherine Murray

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Catherine Murray

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Assistant Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,
  N.A.,

  	
   

  
	
   

  	
   

  	
  not in its individual capacity but solely as 

  	
   

  
	
   

  	
   

  	
  Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Keith Richardson

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Keith Richardson

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Attorney-In-Fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW HOLLAND CREDIT
  COMPANY, LLC

  	
   

  
	
   

  	
   

  	
  as Administrator

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Brian O’Keane

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Brian O’Keane

  	
   

  
	
   

  	
   

  	
   

  	
  Title:Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
										



 


	
  Accepted and agreed:

  	
   

  
	
   

  	
   

  
	
  THE BANK OF NEW YORK,

  
	
   

  	
  not in its individual capacity but 

  
	
   

  	
  solely as Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Catherine Murray

  	
   

  
	
   

  	
  Name:
  Catherine Murray

  
	
   

  	
  Title:
  Assistant Vice President

  
	
   

  	
   

  
					



 


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