Exhibit
4.5


Execution Version


 


 


 


 


 


CNH EQUIPMENT TRUST 2007-C


 


ADMINISTRATION AGREEMENT


 


among


 


CNH EQUIPMENT TRUST 2007-C,


 


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 November 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.

  	
  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

  
	
   

  	
   

  	
   

  
	
  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.

  	
  Indemnification.

  	
  13

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Information Requests.

  	
  13

  
	
   

  	
   

  	
   

  
	
  21.

  	
  Limitation of Rights.

  	
  13

  



 


i

















 


ADMINISTRATION
AGREEMENT dated as of November 1, 2007, among CNH
EQUIPMENT TRUST 2007-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 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) 5.09750% Class A-1
Asset Backed Notes, Floating Rate Class A-2 Asset Backed Notes, 5.21% Class A-3a
Asset Backed Notes, Floating Rate Class A-3b Asset Backed Notes, 5.42% Class A-4a
Asset Backed Notes, Floating Rate Class A-4b Asset Backed Notes
(collectively, the “Class A Notes”) and 6.19% 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 [December 13],
2007 (the “Depository Agreement”), among the Issuing Entity and The Depository
Trust Company, (iii) the Indenture, (iv) a Trust Agreement, dated as
of the date hereof (the “Trust Agreement”), between the Seller and the Trustee,
and (v) the Interest Rate Swap Agreements (the Sale and Servicing
Agreement, the Depository Agreement, the Indenture, the Interest Rate Swap
Agreements 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);


 


2

















 


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


 


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


 


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


 


3

















 


(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);


 


(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.


 


4

















 


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


 


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(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.


 


(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.


 


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


 


6
















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, the Counterparties 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 Counterparties 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 


 


7

















 


Entity to the
Administrator, the Trustee, the Indenture Trustee, the Counterparties 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 Counterparties, 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 Counterparties, 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 


 


8

















 


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


 


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


 


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


 


9

















 


CNH
Equipment Trust 2007-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
Trust Company, N.A.


2 North LaSalle Street


Suite 1020


Chicago, Illinois 60602


Attention: Structured
Finance-ABS


Facsimile: (312) 827-8562


 


(d)           if to the Counterparties, to:


 


Barclays
Bank PLC


5
The North Colonnade


Canary
Wharf


London
E14 4BB


Facsimile:
44(20) 777 36461


 


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 


 


10

















 


Noteholder, any
Certificateholder, any Counterparty or any other Person subject to the
satisfaction of one of the following conditions:


 


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


 


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


 


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


 


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


 


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.


 


11

















 


With respect to any
amendment pursuant to this Section 11, if any amendment or supplement
would either: (a) materially and adversely affect any of the
Counterparties’ rights or obligations under an 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 an Interest Rate Swap
Agreement, the Trust and the Indenture Trustee shall be required to first
obtain the written consent of the applicable Counterparties to the affected
Interest Rate Swap Agreements before entering into any such amendment or
supplement (which consent shall not be unreasonably withheld).


 


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


 


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


 


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.


 


12

















 


(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 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.          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.          Limitation of Rights. 
All of the rights of each Counterparty in, to and under this Agreement,
if any, shall terminate upon the termination of the Interest Rate Swap
Agreement (to which such Counterparty is a party) in accordance with the terms
thereof and the payment in full of all amounts owing to such Counterparty under
such Interest Rate Swap Agreement.


 


*   *  
*   *   *


 


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-C

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington
  Trust Company,

  
	
   

  	
   

  	
  not
  in its individual capacity but solely as 

  
	
   

  	
   

  	
  Trustee
  on behalf of the Issuing Entity

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia A. Evans

  
	
   

  	
   

  	
  Name: Patricia A. Evans

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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/ 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/ Patricia A. Evans

  
	
   

  	
   

  	
  Name: Patricia A. Evans

  
	
   

  	
   

  	
  Title: Vice President

  



 


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