Exhibit 4.5


 


CNH EQUIPMENT TRUST 2010-C


 


ADMINISTRATION AGREEMENT


 


among


 


CNH EQUIPMENT TRUST 2010-C,


 


as Issuing Entity,


 


and


 


NEW HOLLAND CREDIT COMPANY, LLC,


 


as Administrator,


 


and


 


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


 


as Indenture Trustee,


 


and


 


WILMINGTON TRUST COMPANY,


 


as Trustee


 


Dated as of
November 1, 2010


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  Duties of the Administrator

  	
   

  	
  1

  
	
   

  	
  (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

  
	
   

  	
  (a)

  	
  if to the Issuing Entity or the Trustee

  	
   

  	
  9

  
	
   

  	
  (b)

  	
  if to the Administrator

  	
   

  	
  9

  
	
   

  	
  (c)

  	
  if to the Indenture Trustee

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Amendments

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Successors and Assigns

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  Governing Law

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Headings

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Counterparts

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Severability

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

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

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  Limitation of Liability of the Trustee and the Indenture
  Trustee

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  Indemnification

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Information Requests

  	
   

  	
  12

  



 


i

















 


	
  21.

  	
  Communications with Rating Agencies

  	
   

  	
  12

  



 


ii

















 


ADMINISTRATION AGREEMENT dated as of November 1,
2010, among CNH EQUIPMENT TRUST 2010-C, a Delaware statutory trust (the “Issuing
Entity”), NEW HOLLAND CREDIT COMPANY, LLC, a Delaware limited liability
company, as administrator (the “Administrator”), THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking association, not in its individual
capacity but solely as Indenture Trustee (the “Indenture Trustee”), and
Wilmington Trust Company, not in its individual capacity but solely as Trustee
under the Trust Agreement (the “Trustee”).


 


RECITALS


 


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


 


WHEREAS, the Issuing
Entity has entered into certain agreements in connection with the issuance of
the Notes and of certain beneficial ownership interests of the Issuing Entity,
including: (i) a Sale and Servicing Agreement, dated as of the date hereof
(as amended and supplemented from time to time, the “Sale and Servicing
Agreement”), among the Issuing Entity, New Holland Credit Company, LLC, as
servicer (the “Servicer”), and CNH Capital Receivables LLC, a Delaware limited
liability company, as seller (the “Seller”), (ii) a Depository Agreement,
dated November 17, 2010 (the “Depository Agreement”), among the Issuing
Entity and The Depository Trust Company, (iii) the Indenture, and (iv) a
Trust Agreement, dated as of the date hereof (the “Trust Agreement”), between
the Seller and the Trustee (the Sale and Servicing Agreement, the Depository
Agreement, the Indenture and the Trust Agreement being hereinafter referred to
collectively as the “Related Agreements”);


 


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


 


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


 


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


 


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


 


1.                                      Duties
of the Administrator.


 

















 


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


 


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


 


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


 


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


 


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


 


(v)                                 [reserved];


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)                                 Duties with
Respect to the Trust.


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


5

















 


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


 


(c)                                  Non-Ministerial
Matters.


 


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


 


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


 


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


 


(C)                               the removal of
the Indenture Trustee.


 


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


 


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


 


3.                                      Compensation.   As compensation for the performance of the
Administrator’s obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to $500 per quarter
payable in arrears on each Payment Date, which payment shall be solely an
obligation of the Issuing Entity (the “Administration Fee”).


 


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 


 


6

















 


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


 


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


 


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


 


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


 


(a)                                 This Agreement
shall continue in force until the dissolution of the Issuing Entity, upon which
event this Agreement shall automatically terminate.


 


(b)                                 Subject to Section 8(e),
the Administrator may resign its duties hereunder by providing the Issuing
Entity, the Trustee, the Indenture Trustee and the Servicer with at least 60
days’ prior written notice.


 


(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 


 


7
















 


the Administrator or any
substantial part of its property or order the winding-up or liquidation of its
affairs; or


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


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


 


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


 


CNH
Equipment Trust 2010-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


100
Brubaker Avenue


New
Holland, Pennsylvania  17557


Attention:
Finance Manager


Facsimile:
(630) 887-5448


 


9

















 


with
a copy to:


 


New
Holland Credit Company, LLC


6900
Veterans Boulevard


Burr
Ridge, Illinois  60527


Attention:
Assistant Treasurer


Facsimile:
(630) 887-5448


 


(c)                                  if to the
Indenture Trustee, to:


 


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


2
North LaSalle Street


Suite 1020


Chicago, Illinois
60602


Attention:
Structured Finance-ABS


Facsimile:
(312) 827-8562


 


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


 


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


 


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


 


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


 


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


 


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


 


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Final
Maturity Date of any Note or (ii) reduce the aforesaid percentage of the
Holders of Notes and Certificates that are required to consent to any such
amendment, without the consent of the Holders of all the outstanding Notes and
Certificates. Notwithstanding the foregoing, the Administrator may not amend
this Agreement without the permission of the Depositor, which permission shall
not be unreasonably withheld.


 


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


 


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


 


Notwithstanding
anything herein to the contrary (other than as provided in the following
paragraph), any term or provision of this Agreement may be amended by the Administrator
without the consent of the Certificateholders, the Noteholders or any other
Person to add, modify or eliminate any provisions as may be necessary or
advisable in order to comply with or obtain more favorable treatment under or
with respect to any law or regulation or any accounting rule or principle
(whether now or in the future in effect); it being a condition to any such
amendment that the Rating Agency Condition shall have been satisfied.


 


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


 


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


 


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.


 


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


 


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


 


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


 


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


 


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


 


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


 


20.                               Information
Requests.  The parties
hereto shall provide any information reasonably requested by the Administrator
or any of its Affiliates, at the expense of the 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.                               Communications
with Rating Agencies.  The
parties hereto (other than the Seller and its Affiliates but excluding the
Issuing Entity) agree that any notices or requests to, or any other written
communications with, any of the Rating Agencies, or any of their respective 


 


12

















 


officers, directors or employees, to be given or
provided to such Rating Agencies pursuant to, in connection with or related,
directly or indirectly, to the Basic Documents, the Collateral or the Notes,
shall be in each case either (i) furnished to the Seller who shall forward
such communication to the Rating Agencies pursuant to Section 10.18 of the
Sale and Servicing Agreement; or (ii) furnished directly to the Rating
Agencies with a prior copy to the Seller. 
In either case, the parties hereto (other than the Seller and its
Affiliates but excluding the Issuing Entity) further agree to provide such
notices, requests and communications or copies thereof, as applicable, to the
Seller at least one Business Day prior to the date when such notices, requests
and communications are required to be delivered (or are in fact delivered,
whichever is earlier) to the Rating Agencies pursuant to the Basic
Documents.  So long as any Notes are
Outstanding, each party hereto (other than the Seller and its Affiliates but
excluding the Issuing Entity) agrees that neither it nor any party on its behalf
shall engage in any oral communications with respect to the transactions
contemplated hereby, under the Basic Documents or in any way relating to the
Notes with any Rating Agency or any of their respective officers, directors or
employees, without the participation of the Seller.


 


*   *   *  
*   *


 


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


 


	
   

  	
  CNH
  EQUIPMENT TRUST 2010-C

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington
  Trust Company,

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dorri Costello

  
	
   

  	
   

  	
  Name:
  Dorri Costello

  
	
   

  	
   

  	
  Title:
  Financial Services Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
  not
  in its individual capacity but solely as

  
	
   

  	
   

  	
  Indenture
  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert Castle

  
	
   

  	
   

  	
  Name:
  Robert Castle

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW
  HOLLAND CREDIT COMPANY, LLC

  
	
   

  	
   

  	
  as
  Administrator

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas N. Beckmann

  
	
   

  	
   

  	
  Name:
  Thomas N. Beckmann

  
	
   

  	
   

  	
  Title:
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON
  TRUST COMPANY,

  
	
   

  	
   

  	
  not
  in its individual capacity but solely as

  
	
   

  	
   

  	
  Trustee
  under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dorri Costello

  
	
   

  	
   

  	
  Name:
  Dorri Costello

  
	
   

  	
   

  	
  Title:
  Financial Services Officer

  
				



 


Administration Agreement