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CNH EQUIPMENT TRUST 2002-B
ADMINISTRATION AGREEMENT
among
CNH EQUIPMENT TRUST 2002-B,
as Issuer,
and
CASE CREDIT CORPORATION,
as Administrator,
and
JPMORGAN CHASE BANK,
as Indenture Trustee.
Dated as of November 1, 2002
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Table of Contents
Section 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........................................5
2. Records.................................................................6
3. Compensation............................................................6
4. Additional Information To Be Furnished to the Issuer....................6
5. Independence of the Administrator.......................................6
6. No Joint Venture........................................................6
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.........................8
10. Notices.................................................................9
11. Amendments..............................................................9
12. Successors and Assigns.................................................10
13. Governing Law..........................................................10
14. Headings...............................................................10
15. Counterparts...........................................................10
16. Severability...........................................................10
17. Not Applicable to Case Credit Corporation in Other Capacities..........11
18. Limitation of Liability of the Trustee and the Indenture Trustee.......11
19. Third-Party Beneficiary................................................11
20. Indemnification........................................................11
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ADMINISTRATION AGREEMENT dated as of November 1, 2002, among CNH
EQUIPMENT TRUST 2002-B, a Delaware statutory trust (the "Issuer"), CASE CREDIT
CORPORATION, a Delaware corporation, as administrator (the "Administrator"),
and JPMorgan Chase Bank, a corporation organized and existing under the laws
of State of New York, not in its individual capacity but solely as Indenture
Trustee (the "Indenture Trustee").
RECITALS
WHEREAS, the Issuer is issuing: (a) 1.40625 % Class A-1 Asset Backed
Notes, 1.86000 % Class A-2 Asset Backed Notes, Floating Rate Class A-3 Asset
Backed Notes, Floating Rate Class A-4 Asset Backed Notes (collectively, the
"Class A Notes") and 4.12000% 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 Issuer
and the Indenture Trustee (capitalized terms used herein and not otherwise
defined herein are defined in Appendix A to the Indenture);
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Notes and of certain beneficial ownership interests
of the Issuer, 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 Issuer, Case Credit Corporation, as servicer
(the "Servicer"), and CNH Capital Receivables Inc., a Delaware corporation, as
seller (the "Seller"), (ii) a Depository Agreement, dated November 19, 2002
(the "Depository Agreement"), among the Issuer, the Indenture Trustee, the
Administrator 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 Issuer 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 Issuer (the registered
holders of such interests being referred to herein as the "Owners");
WHEREAS, the Issuer and the Trustee desire to have the Administrator
perform certain of the duties of the Issuer 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 Issuer 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 Issuer 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 Issuer and the Trustee under the Depository Agreement. In
addition, the Administrator shall consult with the Trustee regarding the
duties of the Issuer and the Trustee under such documents. The Administrator
shall monitor the performance of the Issuer and shall advise the Trustee when
action is necessary to comply with the Issuer's or the Trustee's duties under
such documents. The Administrator shall prepare for execution by the Issuer 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 Issuer 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 Issuer 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) the maintenance of an office in the Borough of Manhattan, City
of New York, for registration of transfer or exchange of Notes (Section
3.2);
(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 Issuer'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
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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 Officers' 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 Officers'
Certificate of a Person with whom the Issuer 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 Issuer from its obligations under the
Indenture (Section 3.10(b));
(xiv) the delivery of notice to the Indenture Trustee of each Event
of Default and each default by the Servicer or Seller under the Sale and
Servicing Agreement (Section 3.19);
(xv) the monitoring of the Issuer's obligations as to the
satisfaction and discharge of the Indenture and the preparation of an
Officers' 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 with 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 Issuer Orders, Officers' 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);
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(xx) the preparation of an Issuer Request and Officers' 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 Issuer 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 Officers' Certificates, Opinions of
Counsel and Independent Certificates with respect to any requests by the
Issuer to the Indenture Trustee to take any action under the Indenture
(Section 11.1(a));
(xxv) the preparation and delivery of Officers' 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 Issuer 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 Issuer 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 Issuer 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.
(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.
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(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
5.5(a), (b), (c) and (d), the penultimate 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") acceptable to the Trustee, which
Accountants shall perform the obligations of the Administrator
thereunder. In connection with clause (ii), the Accountants will provide
prior to November 19, 2002, 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 Issuer and shall be, in
the Administrator's opinion, no less favorable to the Issuer than would
be available from unaffiliated parties.
(vii) The Administrator hereby agrees to execute on behalf of the
Issuer all such documents, reports, filings, instruments, certificates
and opinions as it shall be the duty of the Issuer to prepare, file or
deliver pursuant to the Basic Documents or otherwise by law.
(c) Non-Ministerial Matters. (i) With respect to matters that in the
reasonable judgment of the Administrator are non-ministerial, the
Administrator shall not take any action unless within a reasonable time before
the taking of such action the Administrator shall have notified the Trustee of
the proposed action and the Trustee shall not have withheld consent or
provided an alternative direction. For the purpose of the preceding sentence,
"non-ministerial matters" shall include, without limitation:
(A) the amendment of or any supplement to the Indenture;
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(B) the initiation of any claim or lawsuit by the Issuer and
the compromise of any action, claim or lawsuit brought by or against
the Issuer (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 Issuer 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 Issuer, 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 Issuer.
4. Additional Information To Be Furnished to the Issuer. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer 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 Issuer or the Trustee with respect to the manner in
which it accomplishes the performance of its obligations hereunder. Unless
expressly authorized by the Issuer, the Administrator shall have no authority
to act for or represent the Issuer or the Trustee in any way (other than as
permitted hereunder) and shall not otherwise be deemed an agent of the Issuer
or the Trustee.
6. No Joint Venture. Nothing contained in this Agreement: (i) shall
constitute the Administrator and either of the Issuer 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.
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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 Issuer, 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 Issuer,
upon which event this Agreement shall automatically terminate.
(b) Subject to Section 8(e), the Administrator may resign its duties
hereunder by providing the Issuer, the Trustee, the Indenture Trustee and the
Servicer with at least 60 days' prior written notice.
(c) Subject to Section 8(e), the Issuer 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 Issuer, the
Administrator may be removed immediately upon written notice of termination
from the Issuer 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 Issuer);
(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 Issuer, 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
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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 Issuer, 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 Issuer 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 unwilling or 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 Issuer 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 Issuer 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 Issuer and the Indenture Trustee and take all reasonable
8
steps requested to assist the Issuer 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 Issuer or the Trustee, to:
CNH Equipment Trust ▇▇▇▇-▇
▇/▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Corporate Trust Administration - Asset Backed Finance Unit
(b) if to the Administrator, to:
Case Credit Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Treasurer
(c) if to the Indenture Trustee, to:
JPMorgan Chase Bank
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Institutional Trust Services Group
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 Issuer, 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 Issuer, 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 Holders of Certificates evidencing not less than
a majority of the Certificate Balance, 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
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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.
12. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer, 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 Issuer 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 Issuer, 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, without reference to its conflict of law
provisions, 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.
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17. Not Applicable to Case Credit Corporation in Other Capacities.
Nothing in this Agreement shall affect any obligation Case Credit Corporation
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 Issuer, and in no event shall The
Bank of New York, in its individual capacity, or any beneficial owner of the
Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of which
recourse shall be had solely to the assets of the Issuer. For all purposes of
this Agreement, in the performance of any duties or obligations of the Issuer
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, not in its individual
capacity but solely as Indenture Trustee, and in no event shall JPMorgan Chase
Bank have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer 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 Issuer.
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.
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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 2002-B
By: THE BANK OF NEW YORK,
not in its individual capacity but solely as
Trustee on behalf of the Issuer
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:Assistant Treasurer
JPMORGAN CHASE BANK,
not in its individual capacity but solely as
Indenture Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
CASE CREDIT CORPORATION,
as Administrator
By: /s/ ▇▇▇▇▇ ▇'▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇'▇▇▇▇▇
Title: Assistant Treasurer
Accepted and agreed:
THE BANK OF NEW YORK,
not in its individual capacity but
solely as Trustee under the Trust Agreement
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:Assistant Treasurer
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