Exhibit 4.2


 


CNH EQUIPMENT TRUST 2022-C


 


SALE AND SERVICING AGREEMENT


 


among


 


CNH EQUIPMENT TRUST 2022-C,


 


as Issuing Entity,


 


and


 


CNH
CAPITAL RECEIVABLES LLC,


 


as Seller,


 


and


 


NEW HOLLAND CREDIT COMPANY, LLC,


 


as Servicer


 


Dated as of November 1, 2022


 






     


     


    

 


TABLE OF CONTENTS


 


	Article I	 Definitions	1






	Section 1.1.	Definitions	1
	Section 1.2.	Other Definitional Provisions	1



 


	Article II	 Conveyance of Receivables	2






	Section 2.1.	Conveyance of Receivables	2
	Section 2.2.	[Reserved]	3



 


	Article III	 The Receivables	3






	Section 3.1.	Representations and Warranties of Seller	3
	Section 3.2.	Repurchase upon Breach	4
	Section 3.3.	Dispute Resolution	5
	Section 3.4.	Custody of Receivable Files	7
	Section 3.5.	Duties of Servicer as Custodian	8
	Section 3.6.	Instructions; Authority To Act	8
	Section 3.7.	Custodian’s Indemnification	9
	Section 3.8.	Effective Period and Termination	9
	Section 3.9.	[Reserved]	9



 


	Article IV	  Administration and Servicing of Receivables	9






	Section 4.1.	Duties of Servicer	9
	Section 4.2.	Collection and Allocation of Receivable Payments	10
	Section 4.3.	Realization upon Receivables	11
	Section 4.4.	Maintenance of Security Interests in Financed Equipment	12
	Section 4.5.	Covenants of Servicer	12
	Section 4.6.	Purchase of Receivables upon Breach or Due to Modification	12
	Section 4.7.	Servicing Fee	13
	Section 4.8.	Servicer’s Certificate	13
	Section 4.9.	Annual Statement as to Compliance; Notice of Default	13
	Section 4.10.	Annual Independent Certified Public Accountants’ Report	13
	Section 4.11.	Access to Certain Documentation and Information Regarding Receivables	14
	Section 4.12.	Servicer Expenses	14
	Section 4.13.	Appointment of Subservicer	14
	Section 4.14.	Substitution of Financed Equipment	15



 


	Article V	 Distributions: Spread Account; Statements to Certificateholders and Noteholders	15






	Section 5.1.	Establishment of Trust Accounts	15
	Section 5.2.	[Reserved]	17
	Section 5.3.	Collections	17
	Section 5.4.	Application of Collections	18
	Section 5.5.	Additional Deposits	18
	Section 5.6.	Distributions	18
	Section 5.7.	Spread Account	22




 






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	Section 5.8.	[Reserved]	22
	Section 5.9.	[Reserved]	22
	Section 5.10.	[Reserved]	22
	Section 5.11.	Statements to Certificateholders and Noteholders	23
	Section 5.12.	Net Deposits	24
	Section 5.13.	[Reserved]	25



 


	Article VI	 The Seller	25






	Section 6.1.	Representations of Seller	25
	Section 6.2.	Company Existence	26
	Section 6.3.	Liability of Seller; Indemnities	26
	Section 6.4.	Merger or Consolidation of, or Assumption of the Obligations of, Seller	27
	Section 6.5.	Limitation on Liability of Seller and Others	28
	Section 6.6.	Seller May Own Certificates or Notes	28



 


	Article VII	  The Servicer	28






	Section 7.1.	Representations of Servicer	28
	Section 7.2.	Indemnities of Servicer	29
	Section 7.3.	Merger or Consolidation of, or Assumption of the Obligations of, Servicer	31
	Section 7.4.	Limitation on Liability of Servicer and Others	31
	Section 7.5.	NH Credit Not to Resign as Servicer	32
	Section 7.6.	Servicer to Act as Administrator	32



 


	Article VIII	  Default	32






	Section 8.1.	Servicer Default	32
	Section 8.2.	Appointment of Successor Servicer	33
	Section 8.3.	Notification to Noteholders and Certificateholders	34
	Section 8.4.	Waiver of Past Defaults	35



 


	Article IX	 Termination	35






	Section 9.1.	Optional Purchase of All Receivables	35



 


	Article X	 Miscellaneous Provisions	36






	Section 10.1.	Amendment	36
	Section 10.2.	Protection of Title to Trust	38
	Section 10.3.	Notices	40
	Section 10.4.	Assignment	40
	Section 10.5.	Limitations on Rights of Others	40
	Section 10.6.	Severability	41
	Section 10.7.	Separate Counterparts	41
	Section 10.8.	Electronic Signatures	41
	Section 10.9.	Headings	41
	Section 10.10.	Governing Law	41
	Section 10.11.	Assignment to Indenture Trustee	41
	Section 10.12.	Nonpetition Covenants	41




 






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	Section 10.13.	Limitation of Liability of Trustee and Indenture Trustee	42
	Section 10.14.	Conditions Precedent to Other Financing Transactions	42
	Section 10.15.	Information Requests	42
	Section 10.16.	Information to Be Provided by the Indenture Trustee	43
	Section 10.17.	Form 8-K Filings	44
	Section 10.18.	Indemnification	44
	Section 10.19.	Communications with Rating Agencies	45
	Section 10.20.	PATRIOT Act	45




 


EXHIBITS


 


	EXHIBIT A	[RESERVED]
	EXHIBIT B	[RESERVED]
	EXHIBIT C	Form of Servicer’s Certificate
	EXHIBIT D	Form of Assignment
	EXHIBIT E	[RESERVED]
	EXHIBIT F	[RESERVED]
	EXHIBIT G	[RESERVED]
	EXHIBIT H	Minimum Servicing Criteria to be Addressed in Assessment of Compliance Statement
	EXHIBIT I	Form of Indenture Trustee’s Annual Certification
	EXHIBIT J	Certification of Citibank, N.A.




 


SCHEDULES


 


	SCHEDULE P	Perfection Representation and Warranties




 






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SALE AND SERVICING AGREEMENT
(as amended or otherwise modified, this “Agreement”) dated as of November 1, 2022 among CNH EQUIPMENT TRUST 2022-C,
a Delaware statutory trust (the “Issuing Entity” or the “Trust”), CNH CAPITAL RECEIVABLES LLC, a
Delaware limited liability company (the “Seller”), and NEW HOLLAND CREDIT COMPANY, LLC, a Delaware limited liability
company (the “Servicer”).


 


RECITALS


 


WHEREAS, the
Issuing Entity desires to purchase a portfolio of Contracts purchased or originated by CNH Industrial Capital America LLC (“CNHICA”),
in the ordinary course of business or acquired through the exercise of clean-up calls and sold to the Seller pursuant to the Purchase
Agreement;


 


WHEREAS, the
Seller is willing to sell such Contracts to the Issuing Entity; and


 


WHEREAS, New
Holland Credit Company, LLC (“NH Credit”) is willing to service such Contracts.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:


 


Article I

Definitions


 


Section 1.1.          Definitions.
Capitalized terms used herein and not otherwise defined herein are defined in Appendix A to the Indenture, dated as of the date hereof,
between the Issuing Entity and Citibank, N.A.


 


Section 1.2.         Other
Definitional Provisions. (a)  All terms defined in this Agreement shall have the defined meanings when used in any certificate
or other document made or delivered pursuant hereto unless otherwise defined therein.


 


(b)        As
used in this Agreement and in any certificate or other document made or delivered pursuant hereto, accounting terms not defined in this
Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate
or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles
as in effect on the date hereof. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or
other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained
in this Agreement or in any such certificate or other document shall control.


 


(c)         The
words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, Schedule and Exhibit references
contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and
the term “including” shall mean “including, without limitation,”.


 






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(d)         The
definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine
as well as to the feminine and neuter genders of such terms.


 


(e)         References
to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation.


 


(f)         References
to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or
modified in accordance with its terms.


 


(g)        References
to any Person include that Person’s successors and assigns.


 


Article II

Conveyance of Receivables


 


Section 2.1.           Conveyance
of Receivables. (a)  In consideration of the Issuing Entity’s delivery to or upon the order of the Seller on the Closing
Date of the Notes and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, the Seller
does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations
herein), all of its right, title and interest in, to and under the following (collectively, the “CNHCR Assets”):


 


(i)           the
Receivables, including all documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including
all monies paid thereunder on or after the Cutoff Date;


 


(ii)          the
security interests in the Financed Equipment granted by Obligors pursuant to the Receivables and any other interest of the Seller in such
Financed Equipment;


 


(iii)         any
proceeds with respect to the Receivables from claims on insurance policies covering Financed Equipment or Obligors (to the extent not
used to purchase Substitute Equipment);


 


(iv)         the
Purchase Agreement, including the right of the Seller to cause CNHICA to repurchase Receivables from the Seller under the circumstances
described therein;


 


(v)          any
proceeds from recourse to Dealers with respect to the Receivables;


 


(vi)         any
Financed Equipment that shall have secured a Receivable and that shall have been acquired by or on behalf of the Trust;


 






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(vii)        all
funds on deposit from time to time in the Trust Accounts, including the Spread Account Deposit, and in all investments and proceeds thereof
(including all income thereon); and


 


(viii)       the
proceeds of any and all of the foregoing.


 


The above assignment shall
be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the “Assignment”).


 


(b)        [Reserved].


 


Section 2.2.         [Reserved].


 


Article III

The Receivables


 


Section 3.1.         Representations
and Warranties of Seller. The Seller makes the following representations and warranties as to the Receivables on which the Issuing
Entity is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the Closing Date, but shall
survive the sale, transfer and assignment of the Receivables to the Issuing Entity and the pledge thereof to the Indenture Trustee pursuant
to the Indenture.


 


(a)        Title.
It is the intention of the Seller that the transfer and assignment herein contemplated constitute a sale of the Receivables from the Seller
to the Issuing Entity and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the
event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. No Receivable has been sold,
transferred, assigned or pledged by the Seller to any Person other than the Issuing Entity. Immediately prior to the transfer and assignment
herein contemplated, the Seller had good title to each Receivable, free and clear of all Liens and, immediately upon the transfer thereof,
the Issuing Entity shall have good title to each Receivable, free and clear of all Liens; and the transfer and assignment of the Receivables
to the Issuing Entity has been, or within the timeframe required by Section 3.1(b) hereof will be, perfected under the
UCC.


 


If (but only to the extent
that) the transfer of the CNHCR Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale,
the Seller shall be deemed hereunder to have granted to the Issuing Entity a security interest in all of Seller’s right, title and
interest in and to the CNHCR Assets. Such security interest shall secure all of Seller’s obligations (monetary or otherwise) under
this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due,
direct or indirect, absolute or contingent. The Seller shall have, with respect to the property described in Section 2.1,
and in addition to all the other rights and remedies available to Seller under this Agreement and applicable law, all the rights and remedies
of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.


 


(b)        All
Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Issuing Entity a first priority perfected
ownership interest in the 


 






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Receivables, and to give the Indenture Trustee a first priority perfected security interest therein, have been
made, or will be made within 10 days after the Closing Date.


 


(c)         Perfection
Representations. The Seller further makes all the representations, warranties and covenants set forth in Schedule P.


 


Section 3.2.         Repurchase
upon Breach. (a)  The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement
and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties
made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to
Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding
sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the
Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated,
and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable
materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller
shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the
Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to
Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA.
Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders
or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement
contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject
to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to
the Purchase Agreement.


 


(b)        Upon
the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review
Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether
such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2.


 


(c)         With
respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under
Section 4.3, 4.6 and 9.1) CNHICA, the Servicer, the Seller or their Affiliate pursuant to this Agreement or
the Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set over and otherwise
convey to CNHICA, the Servicer, the Seller or their Affiliate, as applicable, without recourse, representation or warranty, all of the
Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Receivables,
related Financed Equipment, and all other CNHCR Assets related thereto, including all security and documents relating thereto, and (ii) the
Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim under
this Agreement and the Basic Documents in such Receivables, related Financed Equipment, and all other CNHCR Assets related thereto, including
all security and documents relating thereto, without any further act or deed, and


 






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 such Receivables, related Financed Equipment, and all
security and documents relating thereto will be free of the Grant contained in the Indenture.


 


Section 3.3.          Dispute
Resolution.


 


(a)         Referral to Dispute Resolution.  If the Issuer, the
Trustee, the Indenture Trustee, a Noteholder or a Note Owner (the “Requesting Party”) requests that CNHICA and/or
the Seller repurchase a Receivable due to an alleged breach of a representation and warranty in Section 3.1 or Section 6.1
or in Section 3.2(b) of the Purchase Agreement (each, a “Repurchase Request”), and the
Repurchase Request has not been resolved within 180 days of the receipt of notice of the Repurchase Request by CNHICA or the Seller,
the Requesting Party may refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding
third-party arbitration.  In the case of a Note Owner making such a request, the request must be accompanied by a certification
from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note,
including a trade confirmation, account statement, letter from a broker or dealer or similar document.  The Requesting Party
must start the mediation or arbitration proceeding according to the applicable ADR Rules of the ADR Organization within 90 days
after the end of the 180-day period.  CNHICA and the Seller agree to participate in the dispute resolution method selected by
the Requesting Party.


 


(b)          Mediation. 
If the Requesting Party selects mediation for dispute resolution:


 


(i)           The
mediation will be administered by the ADR Organization using its ADR Rules.  However, if any ADR Rules are inconsistent with
the procedures for mediation stated in this Section 3.3, the procedures in this Section 3.3 will control.


 


(ii)          A
single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules.  The
mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience specializing
in commercial litigation and, if possible, equipment finance or asset-backed securitization matters.


 


(iii)         The
mediator will start within 15 days after the selection of the mediator and conclude within 30 days after the start of the mediation.


 


(iv)         The
expenses of the mediation will be allocated to the parties as mutually agreed by them as part of the mediation.


 


(v)          If
the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under
this Section 3.3 or to a court of competent jurisdiction for adjudication.


 


(c)         Arbitration. 
If the Requesting Party selects arbitration for dispute resolution;


 






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(i)           The
arbitration will be administered by the ADR Organization using its ADR Rules.  However, If any ADR Rules are inconsistent
with the procedures for arbitration stated in this Section 3.3, the procedures of this Section 3.3 will control.


 


(ii)          A
single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. 
The arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience specializing
in commercial litigation and, if possible, equipment finance or asset-backed securitization matters.  The arbitrator will be independent
and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. 
Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias
or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule.  The arbitrator may
be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.


 


(iii)         The
arbitrator will have the authority to schedule, hear and determine any motions, including dispositive and discovery motions, according
to New York law, and will do so at the motion of any party.  Discovery will be completed within 30 days of selection of the arbitrator
and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and
one request for admissions.  However, the arbitrator may grant additional discovery on a showing of good cause that the additional
discovery is reasonable and necessary.  Briefs will be limited to no more than ten pages each, and will be limited to initial
statements of the case, discovery motions and a pre-hearing brief.  The evidentiary hearing on the merits will start no later than
60 days after the selection of the arbitrator and will proceed for no more than six consecutive Business Days with equal time allocated
to each party for the presentation of direct evidence and cross examination.  The arbitrator may allow additional time on a showing
of good cause or due to unavoidable delays.


 


(iv)         The
arbitrator will make its final determination no later than 90 days after its selection.  The arbitrator will resolve the dispute
according to the terms of this Agreement and the other Basic Documents, and may not modify or change this Agreement or the other Basic
Documents in any way.  The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration
conducted by it.  In its final determination, the arbitrator will determine and award the expenses of the arbitrator (including filing
fees, the fees of the arbitrator, cost of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable
discretion.  The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. 
The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal
or State law, and may be entered and enforced in any court of competent jurisdiction.


 






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(d)         Additional
Considerations.  For each mediation or arbitration:


 


(i)          Any
mediation or arbitration will be held in New York, New York, at the offices of the mediator or arbitrator or at another location selected
by CNHICA or the Seller.  Any party or witness may participate by teleconference or video conference.


 


(ii)          CNHICA,
the Seller and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary
restraining order, preliminary injunction or attachment order, if such relief is available by law.


 


(iii)         Neither
the Servicer, CNHICA nor the Seller will be required to produce personally identifiable customer information for purposes of any mediation
or arbitration.  The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration
proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding
will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. 
The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s
attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding
under this Section 3.3), except as required by law, regulatory requirement or court order.  If a party to a mediation
or arbitration proceeding receives a subpoena or other request for information of the other party to the mediation or arbitration proceeding,
the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of
its confidential information.


 


Section 3.4.         Custody
of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuing Entity
hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act for the benefit of the Issuing Entity
and the Indenture Trustee as custodian of the following documents or instruments, which are hereby constructively delivered to the Indenture
Trustee, as pledgee of the Issuing Entity with respect to each Receivable:


 


(a)         (i) in
the case of each Receivable constituting “tangible chattel paper” (as defined in Section 9-102(a)(79) of the UCC), the
original fully executed copy of the Receivable or (ii) in the case of each Receivable constituting “electronic chattel paper”
(as defined in Section 9-102(a)(31) of the UCC), the “authoritative copy” (within the meaning of Section 9-105 of
the UCC) of such Receivable;


 


(b)         a
record or facsimile of the original credit application fully executed by the Obligor;


 


(c)         the
original certificate of title or file stamped copy of the UCC financing statement or such other documents that the Servicer shall keep
on file (if any), in accordance with its customary procedures, evidencing the security interest of CNHICA in the Financed Equipment; and


 






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(d)         any
and all other documents that the Servicer, the Seller or CNHICA shall keep on file, in accordance with its customary procedures, relating
to a Receivable, an Obligor or any of the Financed Equipment.


 


Section 3.5.         Duties
of Servicer as Custodian.


 


(a)         Safekeeping.
The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit
of the Issuing Entity and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining
to each Receivable File as shall enable the Issuing Entity to comply with this Agreement. In performing its duties as custodian, the Servicer
shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files
relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity
as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall
relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing
Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer
shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems,
in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping.
The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee any material failure on its part, or its Affiliate’s
part, to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate
action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity,
the Trustee or the Indenture Trustee of the Receivable Files.


 


(b)        Maintenance
of and Access to Records. The Servicer shall maintain each Receivable File at one or more of its offices and/or one or more of its
Affiliate’s offices (except that, in the case of any Receivable constituting “electronic chattel paper” (as defined
in Section 9-102(a)(31) of the UCC), the “authoritative copy” (within the meaning of Section 9-105 of the UCC) of
such Receivable shall be stored and maintained in the eOriginal, Inc. Authoritative Copy System or other similar third party electronic
vaulting system; provided that at no time shall a Receivable File be moved to an office or location outside the geographic boundaries
of the United States. With at least five (5) Business Days prior notice, the Servicer shall make available for inspection by the
Seller, the Issuing Entity and the Indenture Trustee or their respective duly authorized representatives, attorneys or auditors a list
of locations of the Receivable Files and the related accounts, records and computer systems maintained by the Servicer at such times during
normal business hours as the Seller, the Issuing Entity or the Indenture Trustee shall instruct. The Servicer shall hold the Receivable
Files in such a manner as to prevent any Person other than the Trust or the Indenture Trustee from obtaining “control” of
any “electronic chattel paper” included therein (as such terms are used in section 9-105 of the UCC).


 


Section 3.6.         Instructions;
Authority To Act. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon
its receipt of written instructions signed by a Trust Officer of the Indenture Trustee.


 






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Section 3.7.         Custodian’s
Indemnification. The Servicer as custodian shall indemnify the Trust, the Trustee and the Indenture Trustee (and each of their
officers, directors, employees and agents) for any and all liabilities, obligations, losses, compensatory damages, payments, costs or
expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Trustee or the Indenture Trustee
(or any of their officers, directors and agents) as the result of any improper act or omission in any way relating to the maintenance
and custody by the Servicer as custodian of the Receivable Files; provided, however, that the Servicer shall not be liable: (a) to
the Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Trustee, and (b) to
the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture
Trustee; and, provided further, that the Servicer shall only be liable pursuant to this Section 3.7 for its acts or omissions
committed during the period it is serving as custodian hereunder. Indemnification under this Section shall survive the resignation
or removal of the Servicer as custodian, the resignation or removal of the Indenture Trustee or the termination of this Agreement.


 


Section 3.8.         Effective
Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue
in full force and effect until terminated pursuant to this Section. If any Servicer shall resign as Servicer in accordance with this Agreement
or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.1, the appointment of such
Servicer as custodian shall be terminated by: (a) the Indenture Trustee, (b) the Noteholders of Notes evidencing not less than
25% of the Note Balance, (c) with the consent of Noteholders of Notes evidencing not less than 25% of the Note Balance, the Trustee
or (d) Certificateholders evidencing not less than 25% of the beneficial interest in the Issuing Entity, in the same manner as the
Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.1. The Indenture
Trustee or, with the consent of the Indenture Trustee, the Trustee may terminate the Servicer’s appointment as custodian, with cause,
at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer.
As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee
or the Indenture Trustee’s agent at such place(s) as the Indenture Trustee may reasonably designate; provided, however,
that with respect to “authoritative copies” (within the meaning of Section 9-105 of the UCC) of the Receivables constituting
electronic chattel paper, if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination
of the Servicer as servicer, the custodian shall transfer control of such “authoritative copies” to the successor Servicer
or as otherwise instructed by the Indenture Trustee.


 


Section 3.9.         [Reserved].


 


Article IV

Administration and Servicing of Receivables


 


Section 4.1.         Duties
of Servicer. The Servicer, for the benefit of the Issuing Entity, and (to the extent provided herein) the Indenture Trustee shall
manage, service, administer and make collections on the Receivables with reasonable care, using that degree of skill and attention that
the Servicer or Indenture Trustee, as applicable, exercises with respect to all comparable 


 






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equipment receivables that it services for
its Affiliates or others. The Servicer’s duties shall include collection and posting of all payments, responding to inquiries of
Obligors on such Receivables, investigating delinquencies, sending payment coupons or statements to Obligors, reporting tax information
to Obligors, accounting for collections and furnishing monthly and annual statements to the Trustee and the Indenture Trustee with respect
to distributions. Subject to Section 4.2, the Servicer shall follow its then current customary standards, policies and procedures
(“Servicing Procedures”) in performing its duties as Servicer.


 


Without limiting the generality
of the foregoing, the Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Issuing Entity, the Trustee,
the Indenture Trustee, the Certificateholders, the Noteholders or any of them, any and all instruments of satisfaction or cancellation,
or partial or full release or discharge, and all other comparable instruments, with respect to such Receivables or the Financed Equipment
securing such Receivables. If the Servicer shall commence a legal proceeding to enforce a Receivable, the Issuing Entity shall thereupon
be deemed to have automatically assigned, solely for the purpose of collection, such Receivable to the Servicer. If in any enforcement
suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party
in interest or a holder entitled to enforce such Receivable, the Trustee shall, at the Servicer’s direction (and, so long as the
Servicer is NH Credit, at the Servicer’s expense), take steps to enforce such Receivable, including bringing suit in its name or
the name of the Trust, the Indenture Trustee, the Certificateholders or the Noteholders. The Trustee or the Indenture Trustee shall, upon
the written request of the Servicer, furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate
to enable the Servicer to carry out its servicing and administrative duties hereunder.


 


Section 4.2.         Collection
and Allocation of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the
Receivables as and when the same shall become due and shall follow its Servicing Procedures. The Servicer shall allocate collections
between principal and interest in accordance with its Servicing Procedures.


 


Without limiting the generality
of the preceding or Section 4.1, the Servicer may grant extensions, rebates, refunds, deferrals, amendments, modifications
or adjustments on a Receivable (regardless of whether or not the Receivable is a 180-Day Receivable, subject only to the following proviso)
in accordance with its Servicing Procedures; provided, however, that if a Receivable is not a 180-Day Receivable and the
Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the end of the Collection Period preceding
the Final Scheduled Maturity Date or (ii) reduces the APR of a Receivable or reduces the aggregate amount of the Scheduled Payments
due on any Receivable other than as required by applicable law (including the order of a court of competent jurisdiction), the Servicer
may make such modifications to a Receivable but it shall promptly purchase the Receivable from the Issuing Entity in accordance with Section 4.6
(a “Modification Purchase Event”); provided, further, that the Servicer shall not make a modification described in
the preceding clause (i) or (ii) that would trigger a Modification Purchase Event for the sole purpose of purchasing
a Receivable from the Issuing Entity. The Servicer may, in accordance with its Servicing Procedures, waive any late payment charge or
any other fees that may be collected in the ordinary course of servicing a Receivable.


 






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Subject to the proviso of
the third sentence of this Section 4.2, the Servicer and its Affiliates may engage in any marketing practice or promotion
or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales
are offered to obligors of comparable equipment receivables serviced by the Servicer for itself or others, whether or not such practices,
promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower
timing of the payment of the Receivables. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including
products which result in the cancellation of some or all of the amount of a Receivable upon the death or disability of an Obligor or any
casualty with respect to the Financed Equipment.


 


Notwithstanding anything in
this Agreement to the contrary, the Servicer and its Affiliates may refinance any Receivable and deposit an amount equal to the Purchase
Amount for such Receivable into the Collection Account. The receivable created by such refinancing shall not be property of the Issuing
Entity, and related Financed Equipment and any part of the Receivables Files and other CNHCR Assets related to such Receivable shall be
released to the Servicer or its Affiliate and shall no longer be subject to the terms hereof or the Indenture; provided further, that
any security interests in favor of the Issuing Entity or the Indenture Trustee hereunder or under the Indenture in the related Financed
Equipment and any other CNHCR Assets related to such Receivable shall be deemed released upon such deposit. The parties hereto intend
that the Servicer and its Affiliates will not refinance a Receivable pursuant to this Section 4.2 in order to provide direct
or indirect assurance to the Depositor, the Indenture Trustee, the Trustee, the Noteholders, or the Certificateholder, as applicable,
against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the Obligor on, or the uncollectability
of, any Receivable.


 


Section 4.3.         Realization
upon Receivables. For the benefit of the Issuing Entity and the Indenture Trustee, the Servicer shall use reasonable efforts,
consistent with its Servicing Procedures, to repossess or otherwise convert the ownership of the Financed Equipment securing any Receivable
as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall follow such Servicing Procedures
as it shall deem necessary or advisable in its servicing of equipment receivables, which may include reasonable efforts to realize upon
any recourse to Dealers and selling the Financed Equipment at public or private sale. The foregoing shall be subject to the provision
that, in any case in which the Financed Equipment shall have suffered damage, the Servicer shall not expend funds in connection with the
repair or the repossession of such Financed Equipment unless it shall determine in accordance with its Servicing Procedures that such
repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of such expenses.


 


Liquidated Receivables will
be transferred to the Servicer or CNHICA (as the Servicer determines at such time) on the Business Day following the day on which such
Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation
Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as of the Liquidated
Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting
the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and
the Indenture Trustee shall transfer, assign, set over and


 






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otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation
or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to
and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto,
other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the
Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this
Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained
in the Indenture.


 


Section 4.4.         Maintenance
of Security Interests in Financed Equipment. The Servicer shall, in accordance with its Servicing Procedures, take such steps
as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Equipment (which may
consist of Substitute Equipment); provided however, the Servicer may allow Financed Equipment to be released from any security interest
in connection with Section 4.14. The Servicer is hereby authorized to take such steps as are necessary to perfect or re-perfect
such security interest for the benefit of the Issuing Entity and the Indenture Trustee in the event of the relocation of any Financed
Equipment, any change to the UCC, a substitution of Substitute Equipment or for any other reason. Any out-of-pocket expenses incurred
by the Successor Servicer in connection with any such re-perfection shall be reimbursable in accordance with Section 5.6(b)(xii).


 


Section 4.5.         Covenants
of Servicer. The Servicer shall not release the Financed Equipment securing any Receivable from the security interest granted
by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or repossession, or as permitted
under Section 4.14 or if such Receivable is a Reacquired Receivable, nor shall the Servicer impair the rights of the Issuing
Entity, the Indenture Trustee, the Certificateholders or the Noteholders in such Receivables. The Servicer shall, in accordance with its
Servicing Procedures, require that each Obligor shall have obtained physical damage insurance covering the Financed Equipment as of the
execution of the Receivable.


 


Section 4.6.         Purchase
of Receivables upon Breach or Due to Modification. The Servicer or the Trustee shall inform the other party, the Indenture Trustee,
the Seller, NH Credit and CNHICA promptly, in writing, upon the occurrence or discovery of any breach pursuant to Sections 4.2, 4.4
or 4.5. Unless a breach, pursuant to Sections 4.2, 4.4 or 4.5 shall have been cured by the last day of the Collection
Period in which such breach occurs or is discovered, as applicable, the Servicer shall purchase or shall cause CNHICA to purchase any
Receivable materially and adversely affected by such breach as of such last day. In connection with a Modification Purchase Event, or
if the Servicer takes any action not in accordance with its Servicing Procedures during any Collection Period pursuant to Section 4.2
that materially impairs the rights of the Issuing Entity, the Indenture Trustee, the Certificateholders or the Noteholders in any
Receivable, the Servicer shall purchase the related Receivable as of the last day of such Collection Period. As consideration for the
purchase of any such Receivable pursuant to either of the two preceding sentences, the Servicer shall remit or shall cause CNHICA to
remit, as applicable, the Purchase Amount in the manner specified in Section 5.5. Subject to Section 7.2, the
sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Certificateholders or the Noteholders with respect to a breach
pursuant to Sections 4.2, 4.4 or 4.5 shall be to require the Servicer to purchase 


 






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or to cause CNHICA to purchase, as applicable, Receivables pursuant
to this Section. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition
requiring the purchase of any Receivable pursuant to this Section.


 


Section 4.7.         Servicing
Fee. The Servicing Fee for each Collection Period shall be equal to 1/12th of 1.00% of the Pool Balance as of the first day of
such Collection Period; provided that with respect to any Successor Servicer hereunder, the Servicing Fee for each Collection Period shall
be equal to the greater of (a) 1/12th of 1.00% of the Pool Balance as of the first day of such Collection Period, (b) $8.50
per Contract in the Trust Estate as of the first day of such Collection Period and (c) $5,000.


 


Section 4.8.         Servicer’s
Certificate. On each Determination Date (beginning with the Determination Date immediately preceding the initial Payment Date)
the Servicer shall deliver to the Trustee, the Indenture Trustee and the Seller with a copy to the Rating Agencies, a Servicer’s
Certificate (containing substantially the same information as set forth in the form on Exhibit C) containing all information
necessary to make the distributions pursuant to Sections 5.6 and 5.7 and the deposits to the Collection Account pursuant
to Section 5.3 for the Collection Period preceding the date of such Servicer’s Certificate.


 


Section 4.9.         Annual
Statement as to Compliance; Notice of Default. (a)  The Servicer shall deliver to the Issuing Entity and the Indenture Trustee,
on or before March 30 of each year, an Officer’s Certificate of the Servicer providing such information as is required under
Item 1123 of Regulation AB with respect to the prior calendar year.


 


(b)         The
Servicer shall deliver to the Issuing Entity, on or before March 30 of each year, a report regarding the Servicer’s assessment
of compliance with the applicable servicing criteria specified in Item 1122 of Regulation AB during the immediately preceding calendar
year, including any material instance of noncompliance identified by the Servicer as required under Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB.


 


(c)         The
Servicer shall deliver to the Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof,
but in no event later than five Business Days thereafter, written notice in an Officer’s Certificate of any event that, with the
giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.1(a) or (b).


 


Section 4.10.       Annual Independent Certified Public
Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, which may also
render other services to the Servicer, the Seller or any other Affiliate of CNH Industrial, to deliver to the Issuing Entity, the
Indenture Trustee and, subject to Section 10.19, the Rating Agencies on or before March 30 of each year a report,
providing its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure
of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of
Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act. Such report shall be deemed to have been delivered to the Rating Agencies upon the posting of
such report on the Servicer’s website or the filing of such report with the Commission.


 






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The report required by this
Section may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or
in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter
or similar guidance promulgated by the Commission.


 


In the event that such firm
requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing
to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon
the direction of the Servicer and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation
or liability in respect of, the sufficiency, validity or correctness of such procedures.


 


Such report will also indicate
that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified
Public Accountants.


 


Section 4.11.       Access
to Certain Documentation and Information Regarding Receivables. The Servicer shall provide to the Trustee and the Indenture Trustee
access to the Receivable Files in such cases where the Trustee or the Indenture Trustee shall be required by applicable statutes or regulations
to review such documentation. Access shall be afforded without charge, but only upon reasonable request and during the normal business
hours at the office of the Servicer; provided, however, at any time upon written request of the Indenture Trustee, the Servicer
will provide (within 10 days of receipt of such request) an electronic data file containing all relevant loan level information on each
Receivable necessary for a Successor Servicer to assume servicing responsibilities, including current mailing address and telephone number,
current balance, payment schedule and past due status of each Obligor (such request not to be made more frequently than one per month).
Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information
regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute
a breach of this Section.


 


Section 4.12.       Servicer
Expenses. The Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder, including
fees and disbursements of independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions
and reports to Certificateholders and the Noteholders.


 


Section 4.13.       Appointment
of Subservicer. The Servicer may at any time appoint a subservicer to perform all or any portion of its obligations as Servicer
hereunder; provided, however, that the Rating Agency Condition shall have been satisfied in connection therewith (other than with
respect to the appointment of CNHICA, as subservicer, with respect to the Receivables); and provided further, that the Servicer shall
remain obligated and be liable to the Issuing Entity, the Trustee, the Indenture Trustee, the Certificateholders and the Noteholders for
the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and
liability by virtue of the appointment of such subservicer and to the same extent and under the same terms and conditions as if the Servicer
alone were servicing and administering the Receivables. The fees and expenses of any subservicer shall be as agreed between the Servicer
and such subservicer from time to time and none of the Issuing Entity, the 


 






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Trustee, the Indenture Trustee, the Certificateholders or the
Noteholders shall have any responsibility therefor.


 


Section 4.14.        Substitution
of Financed Equipment. Notwithstanding anything herein or in the other Basic Documents to the contrary, in accordance with the
Servicing Procedures, the Financed Equipment relating to a Receivable may be replaced with substitute equipment, of equal or greater value
(in the Servicer’s reasonable determination) than the original related Financed Equipment (“Substitute Equipment”);
provided, however, the only conditions to such a substitution (in addition to its being in accordance with the Servicing
Procedures) shall be the perfection of the first priority security interest in the related Substitute Equipment in favor of CNHICA, and
a first priority perfected security interest of the Indenture Trustee in all of CNHICA’s right, title and interest in its security
interest in the Substitute Equipment. Following such substitution, the Substitute Equipment shall be considered the Financed Equipment
related to such Receivable for all purposes hereunder and under the Basic Documents, and (i) the Issuing Entity, the Seller and the
Indenture Trustee shall sell, transfer, assign, set over and otherwise convey to CNHICA (or its Affiliate designated by it), without recourse,
representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest
in, to and under such original Financed Equipment, and all security and documents relating thereto, and (ii) the Issuing Entity,
the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such original Financed
Equipment (and all security and documents relating thereto) hereunder and under the other Basic Documents, without any further act or
deed, and such original Financed Equipment (and all security and documents relating thereto) will be free of the Grant contained in the
Indenture.


 


Article V

Distributions: Spread Account;

Statements to Certificateholders and Noteholders


 


Section 5.1.         Establishment
of Trust Accounts. (a) (i)  The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish
and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a
designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders.


 


(ii)          The
Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee
an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Noteholders.


 


(iii)         The
Servicer, for the benefit of the Trust, shall establish and maintain in the name of the Trust an Eligible Deposit Account (the “Spread
Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust.


 


(iv)         [Reserved].


 


(v)          [Reserved].


 






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(vi)         [Reserved].


 


(vii)        [Reserved].


 


(b)        Funds
on deposit in the Collection Account, the Note Distribution Account, and the Spread Account (collectively, the “Trust Accounts”)
shall be invested or reinvested by the Indenture Trustee in Eligible Investments selected by and as directed in writing by the Servicer
(which written direction may be in the form of standing instructions) or if the Servicer fails to provide written direction, such funds
on deposit in the Trust Accounts shall remain uninvested; provided, however, it is understood and agreed that the Indenture Trustee
shall not be liable for the selection of, or any loss arising from such investment in, Eligible Investments; provided further, funds on
deposit in the Spread Account shall be invested only in Eligible Investments meeting the requirements of Part 246.4(b)(2) of
Regulation RR, as determined solely by the Servicer. All such Eligible Investments shall be held or controlled by the Indenture Trustee
for the benefit of:


 


(i) with respect to Eligible Investments
relating to the Spread Account, the Trust; and


 


(ii) in all other cases, the Noteholders
and the Certificateholders or the Noteholders, as applicable


 


(and for the purposes of Articles 8 and 9 of the
UCC, each Eligible Investment is intended to constitute a Financial Asset, and each of the Trust Accounts is intended to constitute a
Securities Account); provided, that on each Payment Date, all Investment Earnings on funds on deposit in the Trust Accounts shall be deposited
into the Collection Account and shall be deemed to constitute a portion of the Total Distribution Amount. Funds on deposit in the Trust
Accounts shall be invested in Eligible Investments (or other investments permitted by the Rating Agencies that, in the case of investments
relating to the Spread Account, meet the requirements of Regulation RR) that will mature on the following Payment Date. Eligible Investments
may not be purchased at a premium. For the avoidance of doubt, in no event shall the Indenture Trustee have any obligation or responsibility
to monitor or enforce compliance with, or be charged with knowledge of the requirements of Regulation RR (including, but not limited to,
 §246.4(b)(2) and §246.4(b)(3)(i) therein), nor shall it be liable to any investor or any other party whatsoever for
any violation of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein) or any similar
provisions now or hereafter in effect or the breach of any terms of the Indenture or any other document in connection therewith.


 


(c)         (i)  The
Indenture Trustee shall possess or control all right, title and interest in all funds on deposit from time to time in the Trust Accounts
and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust
Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of (A) with respect
to the Spread Account, the Trust, and (B) in all other cases, the Noteholders and the Certificateholders or the Noteholders, as the
case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer
on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may
consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held 


 






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in the no-longer
Eligible Deposit Account to such new Trust Account; provided, however, that any new Spread Account shall satisfy any requirements of Regulation
RR.


 


(ii)            With
respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that:


 


(A)            any
Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence
of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the
Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;


 


(B)            any
Trust Account Property that constitutes a Certificated Security shall be delivered to the Indenture Trustee in accordance with paragraph
(i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee
or its agent;


 


(C)            any
such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual funds, but
excluding any Federal Book Entry Security) shall be delivered to the Indenture Trustee in accordance with paragraph (ii) of the
definition of “Delivery” and shall be maintained, pending maturity or disposition, through continued registration of (i) with
respect to Trust Account Property relating to the Spread Account, the Trust’s (or its custodian or nominee’s) ownership of
such security, and (ii) in all other cases, the Indenture Trustee’s (or its custodian or nominee’s) ownership of such
security; and


 


(D)            with
respect to any Trust Account Property that constitutes a Federal Book Entry Security, the Indenture Trustee shall maintain and obtain
Control over such property.


 


(iii)          The
Servicer shall have the power, revocable by the Indenture Trustee or by the Trustee, with the consent of the Indenture Trustee, to instruct
the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer or the Trustee
to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.


 


(d)            All
Trust Accounts will initially be established at the Indenture Trustee.


 


Section 5.2.          [Reserved].


 


Section 5.3.          Collections.


 


(a)         The
Servicer shall, and shall cause any subservicer to, remit to the Collection Account all payments by or on behalf of the Obligors with
respect to the Receivables, and all Liquidation Proceeds, both as collected during the Collection Period, and in either case within two
Business Days of the date that the Servicer has identified and posted such amounts 


 






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(which the Servicer shall use its reasonable best efforts
to do promptly) to the Servicer’s computer system (the “Posted Date”).


 


(b)         Notwithstanding
the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause
(b), the Servicer may be permitted to remit collections referred to in clause (a) with respect to the related Collection
Period to the Collection Account on the Transfer Date immediately following the end of such Collection Period, for so long as (1) NH
Credit remains the Servicer, (2) no Servicer Default shall have occurred and be continuing and (3) the Required Servicer Rating
is satisfied.  Pending deposit into the Collection Account, collections may be invested by the Servicer at its own risk and for its
own benefit and will not be segregated from funds of the Servicer.  Commencing with the first day of the first Collection Period
that begins at least two Business Days following non-compliance with any of clause (1), (2) or (3) above
and for so long as such condition continues to exist, all collections then held by the Servicer and all future collections referred to
in clause (a) above shall be remitted by the Servicer to the Collection Account on a daily basis within two Business Days
of receipt thereof in accordance with clause (a) above.  For the avoidance of doubt and as an administrative convenience,
the Servicer shall remit collections net of distribution to be made to the Servicer and the Administrator in respect to such Collection
Period.


 


(c)         For
purposes of this Article V, the phrase “payments by or on behalf of the Obligors” shall mean payments made with respect
to the Receivables by Persons other than the Servicer or the Seller.


 


Section 5.4.          Application
of Collections. (a)  With respect to each Receivable, all collections for the Collection Period shall be applied in accordance
with the Servicer’s Servicing Procedures.


 


(b)         All
Liquidation Proceeds shall be applied to the related Receivable.


 


Section 5.5.         Additional
Deposits. The Servicer and the Seller shall deposit or cause to be deposited in the Collection Account the aggregate Purchase
Amount with respect to Purchased Receivables on the Transfer Date related to the Collection Period on the last day of which the purchase
occurs, and the Servicer shall deposit therein all amounts to be paid under Section 9.1 on the Transfer Date falling in the
Collection Period referred to in Section 9.1. The Servicer shall deposit the aggregate Purchase Amount with respect to Purchased
Receivables when such obligations are due, unless the Servicer shall not be required to make deposits within two Business Days of receipt
of funds pursuant to Section 5.3, in which case such deposits shall be made on the Transfer Date following the related Collection
Period.


 


Section 5.6.          Distributions.
(a)  On each Determination Date, the Servicer shall calculate all amounts required to determine the amounts to be deposited in the
Note Distribution Account, the Certificate Distribution Account and the Spread Account.


 


(b)          Except
in the case of each Payment Date and Redemption Date after an Event of Default and acceleration of the Notes (and, if any Notes remain
outstanding after the Final Scheduled Maturity Date), on each Payment Date, the Servicer shall instruct the Indenture Trustee (based on
the information contained in the Servicer’s Certificate delivered on the related 


 






    18


     


    

 


Determination
Date pursuant to Section 4.8) to make from the Collection Account the following deposits and distributions for receipt by
the party as provided below or deposit in the applicable Trust Account or Certificate Distribution Account, as applicable, by 10:00 a.m. (New
York time), to the extent of the Total Distribution Amount, in the following order of priority:


 


(i)               to
the Asset Representations Reviewer, all amounts due, including indemnities, up to a maximum of $200,000 per year;


 


(ii)              to
the Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods;


 


(iii)             to
the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods;


 


(iv)             [Reserved];


 


(v)              to
the Note Distribution Account, the Class Interest Amount for each Class of Class A Notes payable by the Issuing Entity,
if any;


 


(vi)             to
the Note Distribution Account, the First Principal Payment Amount, if any;


 


(vii)            to
the Note Distribution Account, the Class Interest Amount for the Class B Notes;


 


(viii)           to
the Note Distribution Account, the Note Monthly Principal Distributable Amount;


 


(ix)             to
the Spread Account to the extent necessary so that the balance on deposit therein will equal the Specified Spread Account Balance;


 


(x)              to
the Note Distribution Account, the lesser of (a) the amounts remaining after giving effect to clauses (i) through (ix) above,
and (b) the Outstanding Amount of the Class A-1 Notes as of the end of the preceding Payment Date minus the amount of payments
of principal on the Class A-1 Notes to be made on such Payment Date due to the application of the First Principal Payment Amount
and the Note Monthly Principal Distributable Amounts (the “Turbo Principal Payment Amount”);


 


(xi)             to
the Asset Representations Reviewer all fees, expenses and indemnities due but not paid under clause (i) above;


 


(xii)            to
the Servicer, to cover any accrued and unpaid reimbursable expenses; and


 


(xiii)           to
the Certificate Distribution Account, the remaining Total Distribution Amount to be distributed to the Certificateholders.


 






    19


     


    

 


(c)         On
the A-1 Note Final Scheduled Maturity Date, the Servicer shall instruct the Indenture Trustee to deposit from the Collection Account into
the Note Distribution Account by 10:00 a.m. (New York time), to the extent of available funds on such day, an amount equal to the
sum of (i) the aggregate accrued and unpaid interest on the Class A-1 Notes as of the A-1 Note Final Scheduled Maturity Date,
and (ii) the amount necessary to reduce the outstanding principal amount of the Class A-1 Notes to zero.


 


It is understood and agreed
that, with respect to the amounts to be distributed pursuant to this Section 5.6(c), the Servicer shall, to the extent necessary
(i) deposit into the Collection Account any amounts received as payments by or on behalf of any Obligor (and not previously deposited
into the Collection Account) on or prior to the A-1 Note Final Scheduled Maturity Date, (ii) make each calculation that would otherwise
be made on a Determination Date (with appropriate adjustments) in accordance with Section 4.8 on the Business Day immediately
preceding the A-1 Note Final Scheduled Maturity Date, (iii) on the Payment Date immediately succeeding the A-1 Note Final Scheduled
Maturity Date, make any adjustments to the Note Monthly Principal Distributable Amount, the Class Interest Amount and any other amount
to be paid on such Payment Date, and (iv) make any other calculation, adjustment or correction that may be required as a result of
any payment made on the A-1 Note Final Scheduled Maturity Date.


 


(d)        During
the period from the date the Servicer is no longer performing as Servicer (due to being terminated or due to its ceasing to perform as
Servicer) (the “Predecessor Servicer”) until the effectiveness of the transition of the Successor Servicer as provided
herein (the “Transition Period”), in the event that neither NH Credit, as the Predecessor Servicer, nor the Successor
Servicer, has delivered the Servicer’s Certificate containing instructions to the Indenture Trustee (required to be delivered pursuant
to Section 4.8 hereof) on or before 11:00 am New York time on any Payment Date so as to enable the Indenture Trustee to make
payments pursuant to and in accordance with the priority set forth in Section 5.6 hereof and Section 8.2 of the Indenture
on the relevant Payment Dates during the Transition Period, the Indenture Trustee shall, to the extent such funds are available, withdraw
amounts from the Collection Account and the Spread Account (based upon the information set forth under “Interest & Principal
Payments Pursuant to Section 5.6(d) and 5.6(e)(ii) of the Sale and Servicing Agreement” in the last Servicer’s
Certificate that the Indenture Trustee received from the Predecessor Servicer) and therefrom make payments of, (i) interest for each
Note due on such Payment Date that takes place during the Transition Period and, (ii) to the extent that the Final Scheduled Maturity
Date for any Notes occurs during the Transition Period, the outstanding principal amount on such Notes due on its applicable Final Scheduled
Maturity Date, in each case in accordance with the priority set forth above in Section 8.2 of the Indenture.  During the Transition
Period, until NH Credit or the Successor Servicer has delivered the Servicer’s Certificate required under Section 4.8
hereof, any amounts remaining in the Collection Account and the Spread Account, after the payments referred to in clauses (i) and
(ii) above are made, shall be held therein until the next Payment Date and the Indenture Trustee shall have no obligation to make
any other payments in respect of such Payment Date.


 


(e)          (i) In
the event the Servicer’s Certificate shows that, as of any Determination Date, there are amounts on deposit in the Collection Account
which do not constitute part of the Total Distribution Amount and to which the Depositor is entitled hereunder,


 



    20


     


    

 


the
Servicer shall direct the Indenture Trustee to forthwith pay such amount to or upon its written order.



 


(ii) Notwithstanding
the foregoing, in the event that the Servicer has not delivered the Servicer’s Certificate containing instructions to the Indenture
Trustee (required to be delivered pursuant to Section 4.8 hereof) on or before 11:00 am New York time on any Payment Date
so as to enable the Indenture Trustee to make payments pursuant to and in accordance with the priority set forth in Section 5.6
hereof and Section 8.2 of the Indenture on such Payment Date, the Indenture Trustee shall, to the extent such funds are available,
withdraw amounts from the Collection Account and the Spread Account (based upon the information set forth under “Interest &
Principal Payments Pursuant to Section 5.6(d) and 5.6(e)(ii) of the Sale and Servicing Agreement” in the last Servicer’s
Certificate that the Indenture Trustee received from the Servicer) and therefrom make payments of interest and principal on such Payment
Date, in each case, in accordance with the priority set forth in Section 8.2 of the Indenture.


 


(f)          On
each Payment Date and Redemption Date after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after
the Final Scheduled Maturity Date), the Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s
Certificate delivered on the related Determination Date pursuant to Section 4.8) to make from the Collection Account the following
deposits and distributions for receipt by the party as provided below or deposit in the applicable Trust Account or Certificate Distribution
Account, as applicable, by 10:00 a.m. (New York time), to the extent of the Total Distribution Amount, in the following order of
priority:


 


(i)               to
pay the Servicer its accrued and unpaid Servicing Fee;


 


(ii)              to
the Indenture Trustee for amounts due to it under Section 6.7 of the Indenture, and to the Trustee for amounts due to it under the
Trust Agreement;


 


(iii)             to
the Asset Representations Reviewer, for amounts due to it, including indemnities, according to the Basic Documents;


 


(iv)             to
the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods;


 


(v)              [Reserved];


 


(vi)             to
the Note Distribution Account, the Class Interest Amount for each Class of Class A Notes payable by the Issuing Entity,
if any;


 


(vii)            to
the Note Distribution Account, an amount equal to the Outstanding Amount of the Class A Notes;


 


(viii)           to
the Note Distribution Account, the Class Interest Amount for the Class B Notes payable by the Issuing Entity, if any;


 






    21


     


    

 


(ix)             to
the Note Distribution Account, an amount equal to the Outstanding Amount of the Class B Notes;


 


(x)              [Reserved];


 


(xi)             to
the Servicer, to cover any accrued and unpaid reimbursable expenses;


 


(xii)            to
the Trustee for amounts due to the Trustee under the Trust Agreement to the extent not paid under clause (ii) above; and


 


(xiii)           to
the Certificate Distribution Account, the remaining Total Distribution Amount to be distributed to the Certificateholders.


 


Section 5.7.          Spread
Account. (a)  On the Closing Date, the Seller shall deposit the applicable Spread Account Deposit into the Spread Account.


 


(b)         [Reserved].


 


(c)        Following:
(i) the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder
or under the Indenture to the Noteholders, the Trustee, the Indenture Trustee, the Certificateholders and the Asset Representations Reviewer
and (ii) the termination of the Trust, any amount remaining on deposit in the Spread Account shall be distributed to the Depositor
or any transferee or assignee pursuant to clause (e). The Depositor (and such transferees and assignees) shall in no event be required
to refund any amounts properly distributed pursuant to this Section 5.7(c).


 


(d)         In
the event that the First Principal Payment Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the amount
deposited into the Note Distribution Account pursuant to Sections 5.6(b)(v), (vi), (vii), (viii) and (ix) on such Payment
Date, the Servicer shall instruct the Indenture Trustee on such Payment Date to withdraw from the Spread Account on such Payment Date
an amount equal to such excess, to the extent of funds available therein, and deposit such amount into the Note Distribution Account;
provided that amounts released from the Spread Account shall only be used in the manner permitted under §246.4(b)(3)(i) of Regulation
RR, as determined solely by the Servicer.


 


(e)         The
Depositor may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests
in distributions from the Spread Account, including interest and other investment earnings thereon; provided, that the Rating Agency Condition
is satisfied and that such sale, transfer, conveyance or assignment is not prohibited by Regulation RR.


 


Section 5.8.          [Reserved].


 


Section 5.9.          [Reserved].


 


Section 5.10.        [Reserved].


 






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Section 5.11.        Statements
to Certificateholders and Noteholders. (a)  On each Determination Date the Servicer shall provide to the Indenture Trustee
(with a copy to the Rating Agencies), for the Indenture Trustee to make available to each Noteholder of record, and, if NH Credit or an
Affiliate is not the Servicer or the Depositor is not the sole Certificateholder, to the Indenture Trustee (if the Indenture Trustee is
responsible on the related Payment Date to make the payment required under Section 5.2(a) of the Trust Agreement) or the Trustee
(if the Trustee is responsible on the related Payment Date to make the payment required under Section 5.2(a) of the Trust Agreement),
for the Indenture Trustee or Trustee, as applicable, to forward to each Certificateholder of record, a statement substantially in the
form of Exhibit C, setting forth at least the following information as to each Class of the Notes and the Certificates
to the extent applicable:


 


(i)              the
amount of such distribution allocable to principal of each Class of Notes;


 


(ii)             the
amount of the distribution allocable to interest on each Class of Notes;


 


(iii)            the
amount to be distributed to the Certificateholders;


 


(iv)            the
Pool Balance as of the close of business on the last day of the preceding Collection Period;


 


(v)              the
aggregate Outstanding Amount and the Note Pool Factor for each Class of Notes as of such Payment Date, after giving effect to payments
allocated to principal reported under clause (i) above;


 


(vi)             [Reserved];


 


(vii)            the
amount of the Servicing Fee paid to the Servicer with respect to the preceding Collection Period;


 


(viii)          the
amount of the Administration Fee paid to the Administrator in respect of the preceding Collection Period;


 


(ix)             the
amount of the aggregate Realized Losses, if any, for such Collection Period;


 


(x)              the
aggregate Purchase Amounts for Receivables, if any, that were repurchased or purchased in such Collection Period;


 


(xi)             the
balance of the Spread Account on the related Payment Date, after giving effect to changes therein on such Payment Date;


 


(xii)           [Reserved];


 


(xiii)          [Reserved];


 


(xiv)          [Reserved];


 






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(xv)         [Reserved];


 


(xvi)        [Reserved];


 


(xvii)       [Reserved];


 


(xviii)      [Reserved];


 


(xix)        [Reserved];


 


(xx)         the
Specified Spread Account Balance.


 


The Indenture Trustee will make the statement
to Noteholders available each month to Noteholders and other parties to the Basic Documents via the Indenture Trustee’s internet
website, which is presently located at http://sf.citidirect.com.


 


Persons who are unable to
use the above website are entitled to have a paper copy mailed to them via first class mail by calling the Indenture Trustee at (713)
693-6677. The Indenture Trustee shall have the right to change the way the statement to Noteholders is distributed in order to make such
distribution more convenient and/or more accessible to the above parties and to the Noteholders. The Indenture Trustee shall provide timely
and adequate notification to all above parties and to the Noteholders regarding any such change.


 


In connection with any electronic
transmissions of information, including without limitation, the use of electronic mail or internet or intranet web sites, the systems
used in such transmissions are not fully tested by the Indenture Trustee and may not be completely reliable as to stability, robustness
and accuracy. Accordingly, the parties hereto acknowledge and agree that information electronically transmitted as described herein may
not be relied upon as timely, accurate or complete and that the Indenture Trustee shall have no liability hereunder in connection with
such information transmitted electronically. The parties hereto further acknowledge that any and all systems, software or hardware utilized
in posting or retrieving any such information are utilized on an “as is” basis without representation or warranty as to the
intended uses of such systems, software or hardware. The Indenture Trustee makes no representation or warranty that the systems and the
related software used in connection with the electronic transmission of information are free and clear of threats known as software and
hardware viruses, time bombs, logic bombs, Trojan horses, worms, or other malicious computer instructions, intentional devices or techniques
which may cause a component or system to become erased, damaged, inoperable, or otherwise incapable of being used in the manner to which
it is intended, or which would permit unauthorized access thereto.


 


Section 5.12.        Net
Deposits. As an administrative convenience, unless the Servicer is required to remit collections within two Business Days of the
Posted Date, the Servicer will be permitted to make the deposit of collections net of distributions, if any, to be made to the Servicer
with respect to the Collection Period. The Servicer, however, will account to the Trustee, the Indenture Trustee, the Noteholders and
the Certificateholders as if all deposits, distributions and transfers were made individually.


 









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Section 5.13.         [Reserved].


 



Article VI

The Seller


 


Section 6.1.          Representations
of Seller. The Seller makes the following representations on which the Issuing Entity is deemed to have relied in acquiring the
Receivables. The representations speak as of the execution and delivery of this Agreement and shall survive the sale of the Receivables
to the Issuing Entity and the pledge thereof to the Indenture Trustee pursuant to the Indenture.


 


(a)          Organization
and Good Standing. The Seller is duly organized and validly existing as a limited liability company in good standing under the laws
of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently
owned and such business is presently conducted.


 


(b)         Due
Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has obtained
all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business
shall require such qualifications, except where the failure to be so qualified and have such licenses and approvals would not have a material
adverse effect on (a) the Trust Estate, (b) Seller’s performance of its obligations under the Basic Documents to which
it is a party, (c) the business or condition (financial or otherwise) of the Seller or (d) the validity or enforceability of
any Receivable.


 


(c)         Power
and Authority. The Seller has the power and authority to execute and deliver this Agreement and to carry out its terms; the Seller
has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuing Entity and has
duly authorized such sale and assignment to the Issuing Entity by all necessary limited liability company action; and the execution, delivery
and performance of this Agreement have been duly authorized by the Seller by all necessary limited liability company action.


 


(d)         Binding
Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable in accordance with its terms.


 


(e)          No
Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict
with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under,
the certificate of formation, limited liability company agreement or by-laws of the Seller, or any indenture, agreement or other instrument
to which the Seller is a party or by which it shall be bound; or result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents); or violate any law or, to
the best of the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or
State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties.


 


(f)          No
Proceedings. As of the date of the Underwriting Agreement, the Preliminary Prospectus Date, the Prospectus Date and the Closing Date,
there are no proceedings 


 






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or investigations pending or, to the Seller’s knowledge, threatened against the Seller, before any court,
regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties
(i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated
by this Agreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the
Seller of its obligations under, or the validity or enforceability of, this Agreement or otherwise be material to the Noteholders, except
as otherwise may be disclosed in the Preliminary Prospectus or the Prospectus.


 


Section 6.2.         Company
Existence. (a)  During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and
franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of
this Agreement, the other Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration
of this Agreement and the transactions contemplated hereby.


 


(b)          During
the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity
separate and apart from its Affiliates, including as follows:


 


(i)              the
Seller shall maintain company records and books of account separate from those of its Affiliates;


 


(ii)             except
as otherwise provided in this Agreement and similar arrangements relating to other securitizations, the Seller shall not commingle its
assets and funds with those of its Affiliates;


 


(iii)            the
Seller shall hold such appropriate meetings or obtain such appropriate consents of its Board of Directors as are necessary to authorize
all the Seller’s actions required by law to be authorized by the Board of Directors, shall keep minutes of such meetings and of
meetings of its member(s) and observe all other customary limited liability company formalities (and any successor Seller not a
limited liability company shall observe similar procedures in accordance with its governing documents and applicable law);


 


(iv)            the
Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from
its Affiliates; and


 


(v)              all
transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis.


 


Section 6.3.          Liability
of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken
by the Seller under this Agreement.


 







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(a)         The
Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors,
employees and agents) from and against any taxes that may at any time be asserted against any of them with respect to the sale of the
Receivables to the Issuing Entity or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation,
tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with
respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement)
and costs and expenses in defending against the same.


 


(b)         The
Seller shall indemnify, defend and hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and their officers, directors,
employees and agents) from and against any loss, liability or expense incurred by reason of the Seller’s willful misfeasance, bad
faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties
under this Agreement.


 


Indemnification under this
Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement and
the Indenture and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any
indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect
any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.


 


Section 6.4.          Merger
or Consolidation of, or Assumption of the Obligations of, Seller. Any Person: (a) into which the Seller may be merged or
consolidated, (b) that may result from any merger or consolidation to which the Seller shall be a party or (c) that may succeed
to the properties and assets of the Seller substantially as a whole, which Person (in any of the foregoing cases) executes an agreement
of assumption to perform every obligation of the Seller under this Agreement (or is deemed by law to have assumed such obligations), shall
be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this
Agreement; provided, however, that: (i) immediately after giving effect to such transaction, no representation or warranty
made pursuant to Section 3.1 shall have been breached and no Servicer Default, and no event that, after notice or lapse of
time, or both, would become a Servicer Default, shall have occurred and be continuing, (ii) the Seller shall have delivered to the
Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger
or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in
this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied
with respect to such transaction and (iv) the Seller shall have delivered to the Trustee and the Indenture Trustee an Opinion of
Counsel either: (A) stating that, in the opinion of such counsel, all financing statements, continuation statements and amendments
thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and Indenture Trustee,
respectively, in the Receivables and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no
such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution
of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) shall be conditions
to the consummation of the transactions referred to in clauses (a), (b) or (c).


 






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Section 6.5.          Limitation
on Liability of Seller and Others. The Seller and any director, officer, employee or agent of the Seller may rely in good faith
on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental
to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.


 


Section 6.6.         Seller
May Own Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the
owner or pledgee of Certificates or the Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof,
except as expressly provided herein or in any other Basic Document.


 


Notwithstanding the foregoing,
the Seller shall not sell the Certificates except to an entity (a) that has provided an opinion of counsel to the effect that such
sale will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation under the Code
and (b) that either (i) is not an Affiliate of the Seller or (ii) is an Affiliate of the Seller that (A) is a subsidiary
of CNHICA or NH Credit, the certificate of formation and limited liability company agreement of which contains restrictions substantially
similar to the restrictions contained in the certificate of formation and limited liability company agreement of the Seller and (B) has
provided an Opinion of Counsel regarding substantive consolidation of such Affiliate with CNHICA or NH Credit in the event of a bankruptcy
filing by CNHICA or NH Credit, as applicable, which is substantially similar to the Opinion of Counsel provided by Seller on the Closing
Date, and which may be subject to the same assumptions and qualifications as that opinion.


 


Article VII

The Servicer


 


Section 7.1.          Representations
of Servicer. The Servicer makes the following representations on which the Issuing Entity is deemed to have relied in acquiring
the Receivables. The representations speak as of the execution and delivery of the Agreement and as of the Closing Date, and shall survive
the sale of the Receivables to the Issuing Entity and the pledge thereof to the Indenture Trustee pursuant to the Indenture.


 


(a)          Organization
and Good Standing. The Servicer is duly organized and validly existing as a limited liability company in good standing under the laws
of the State of its organization, with the power and authority to own its properties and to conduct its business as such properties are
currently owned and such business is presently conducted, and had at all relevant times, and has, the power, authority and legal right
to service the Receivables and to hold the Receivable Files as custodian.


 


(b)         Due
Qualification. The Servicer is duly qualified to do business as a foreign limited liability company in good standing, and has obtained
all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business
(including the servicing of the Receivables as required by this Agreement) shall require such qualifications, except where the failure
to be so qualified and have such licenses and approvals would not have a material adverse effect on (a) the Trust Estate, (b) Servicer’s
performance of its 


 






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obligations under the Basic Documents to which it is a party, (c) the business or condition (financial or otherwise)
of the Servicer or (d) the validity or enforceability of any Receivable.


 


(c)         Power
and Authority. The Servicer has the power and authority to execute and deliver this Agreement and to carry out its terms; and the
execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary limited liability company
action.


 


(d)         Binding
Obligation. This Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance
with its terms.


 


(e)         No
Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof shall not conflict
with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under,
the certificate of formation, limited liability company agreement or by-laws of the Servicer, or any indenture, agreement or other instrument
to which the Servicer is a party or by which it shall be bound; or result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement); or violate any law or, to the
best of the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any federal or
State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties.


 


(f)          No
Proceedings. As of the date of the Underwriting Agreement, the Preliminary Prospectus Date, the Prospectus Date and the Closing Date,
there are no proceedings or investigations pending or, to the Servicer’s knowledge, threatened against the Servicer, before any
court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer
or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance
by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or otherwise be material to the Noteholders,
except as otherwise may be disclosed on the Preliminary Prospectus or the Prospectus.


 


(g)         No
Insolvent Obligors. As of the Cutoff Date no Obligor is shown in the Servicer’s records (including, without limitation the Receivable
Files) as the subject of a bankruptcy proceeding.


 


Section 7.2.          Indemnities
of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken
by the Servicer under this Agreement.


 


(a)         The
Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders
and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages,
claims and liabilities, arising out of or resulting from:


 






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(i)            the
use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment;


  


(ii)           any
taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales,
gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not
including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance
and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal
or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same;


 


(iii)          the
negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless
disregard of its obligations and duties under this Agreement; and


 


(iv)          the
Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of
the Notes.


 


(b)         The
Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees
and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with
the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and,
in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or
liability:


 


(i)            shall
be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as
applicable; or


 


(ii)           shall
arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement.


 


(c)         The
Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate.


 


(d)         The
Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture
Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust).


 


(e)         The
Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee
or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance
with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents
and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable 


 






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to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance.


 


For purposes of this Section,
in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by
the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant
to Section 8.2.


 


Indemnification under this
Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the
Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer
shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter
collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.


 


Section 7.3.         Merger
or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person: (a) into which the Servicer may be merged
or consolidated, (b) that may result from any merger or consolidation to which the Servicer shall be a party, (c) that may succeed
to the properties and assets of the Servicer substantially as a whole, or (d) that is a corporation or limited liability company
of which 50% or more of the voting stock or membership interests, respectively, are owned, directly or indirectly, by CNH Industrial and
which assumes the obligations of the servicer hereunder, which Person (in any of the foregoing circumstances) executes an agreement of
assumption to perform every obligation of the Servicer hereunder (or is deemed by law to have assumed such obligations), shall be the
successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however,
that: (i) immediately after giving effect to such transaction, no Servicer Default, and no event that, after notice or lapse of time,
or both, would become a Servicer Default, shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Trustee
and Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession,
if applicable, and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for
in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies shall have received at least ten
days’ prior written notice of such transaction and (iv) the Servicer shall have delivered to the Trustee and the Indenture
Trustee an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements, continuation statements
and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and the
Indenture Trustee, respectively, in the Receivables and reciting the details of such filings, or (B) stating that, in the opinion
of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary,
the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) shall be conditions
to the consummation of the transactions referred to in clauses (a), (b) or (c).


 


Section 7.4.          Limitation
on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer
shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as provided under this Agreement,
for any action taken or for refraining from the taking of any action pursuant to this 


 






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Agreement or for errors in judgment; provided,
however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed
by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations
and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the
advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising
hereunder.


 


Except as provided in this
Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental
to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability;
provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of
this Agreement, the other Basic Documents and the rights and duties of the parties to this Agreement, the other Basic Documents and the
interests of the Certificateholders under the Trust Agreement and the Noteholders under the Indenture.


 


Section 7.5.          NH
Credit Not to Resign as Servicer. Subject to Section 7.3, NH Credit shall not resign from the obligations and duties
imposed on it as Servicer under this Agreement except upon determination that the performance of its duties under this Agreement shall
no longer be permissible under applicable law and such impermissibility cannot be reasonably and promptly cured. Notice of any such determination
shall be communicated to the Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in
writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of
Counsel to such effect delivered to the Trustee and the Indenture Trustee concurrently with or promptly after such notice. No such resignation
shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of
NH Credit in accordance with Section 8.2.


 


Section 7.6.          Servicer
to Act as Administrator. In the event of the resignation or removal of the Administrator and the failure of a successor Administrator
to have been appointed and to have accepted such appointment as successor Administrator, the Servicer shall become the successor Administrator
(except as set forth in Section 8(e) of the Administration Agreement) and shall be bound by the terms of the Administration
Agreement.


 


Article VIII

Default


 


Section 8.1.          Servicer
Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing:


 


(a)            any
failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account
any required payment or to direct the Indenture Trustee or the Trustee to make any required distributions therefrom, which failure continues
unremedied for three Business Days after written notice of such failure is received by the Servicer from the Trustee or the Indenture
Trustee or after discovery of such failure by an officer of the Servicer;


 






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(b)         any
failure by the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants
or agreements (other than as set forth in clause (a)) of the Servicer or the Seller (as the case may be) set forth in this Agreement
or any other Basic Document, which failure shall: (i) materially and adversely affect the rights of Certificateholders or Noteholders
and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given: (A) to the Servicer or the Seller (as the case may be) by the Trustee or the Indenture Trustee
or (B) to the Servicer or the Seller (as the case may be) and to the Trustee and the Indenture Trustee, by the Noteholders or Certificateholders,
as applicable, evidencing not less than 25% of the Outstanding Amount of the Notes or 25% of the beneficial interest in the Issuing Entity;


 


(c)          an
Insolvency Event occurs with respect to the Servicer; or


 


(d)         [Reserved];


 


then, and in each and every case, so long as the
Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Notes evidencing not less than 25% of the
Outstanding Amount of the Notes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Trustee if given
by the Noteholders), may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of
the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer
under this Agreement, whether with respect to the Notes, the Certificates, the Receivables or otherwise, shall, without further action,
pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without
limitation, the Indenture Trustee and the Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor
Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the termination of the Servicer, whether to complete the transfer and endorsement of the Receivables
and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, the Indenture Trustee and the
Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the
transfer to the Successor Servicer for administration by it of: (i) all cash amounts that shall at the time be held by the predecessor
Servicer for deposit, or shall thereafter be received by it with respect to a Receivable and (ii) all Receivable Files. All reasonable
costs and expenses (including attorneys’ fees) incurred in connection with such transfer, including the costs of transferring the
Receivable Files to the Successor Servicer and amending this Agreement to reflect its succession as Servicer, shall be paid by the predecessor
Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of written notice of the occurrence of
a Servicer Default, the Trustee shall give written notice thereof to the Rating Agencies, the Asset Representations Reviewer and/or the
Seller pursuant to Section 10.18.


 


Section 8.2.          Appointment
of Successor Servicer. (a)  Upon the Servicer’s receipt of notice of termination, pursuant to Section 8.1,
or the Servicer’s resignation in accordance with this Agreement, the predecessor Servicer shall continue to perform its functions
as Servicer 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 


 






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of resignation, until the
earlier of: (x) the date 60 days from the delivery to the Trustee and the Indenture Trustee 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 Servicer
shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of
the Servicer’s termination hereunder, the Issuing Entity shall appoint a Successor Servicer acceptable to the Indenture Trustee,
and the Successor Servicer shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. Upon the
Successor Servicer’s acceptance of its appointment, the Indenture Trustee shall give written notice of the identity of the Successor
Servicer to the Rating Agencies, the Asset Representations Reviewer and the Seller. In the event that a Successor Servicer has not been
appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee
without further action shall automatically be appointed the Successor Servicer and shall be entitled to the Servicing Fee. 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 servicing of
equipment receivables, as the successor to the Servicer under this Agreement.


 


(b)         Upon
appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall be the successor in all respects
to the predecessor Servicer (except with respect to responsibilities and obligations of the predecessor Servicer set forth in Section 7.2)
and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor
Servicer and shall be entitled to the Servicing Fee and all the rights granted to the predecessor Servicer by this Agreement. None of
the Indenture Trustee or any other Successor Servicer shall be deemed to be liable for or in breach of any obligations hereunder due to
any act or omission of a predecessor Servicer, including but not limited to failure of such predecessor Servicer to timely deliver to
the Indenture Trustee any required information pertaining to the Receivables, any funds required to be deposited with the Indenture Trustee,
or any breach of duty of such predecessor Servicer to cooperate with a transfer of servicing as required hereunder. Any Successor Servicer
shall from time to time provide to NH Credit such information as NH Credit shall reasonably request with respect to the Receivables and
collections thereon.


 


(c)         Subject
to the Indenture Trustee’s right to appoint a Successor Servicer pursuant to the last sentence of clause (a) after the Indenture
Trustee has become Servicer, the Servicer 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 and the Trustee.


 


(d)         Notwithstanding
anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any transition expenses, servicing fee or
for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act
as Successor Servicer under this Agreement and the transactions set forth or provided for herein or be liable for or be required to make
any servicer advances.


 


Section 8.3.          Notification
to Noteholders and Certificateholders. Upon any termination of, or appointment of a successor to, the Servicer pursuant to this
Article VIII, the


 






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Trustee shall give prompt
written notice thereof to the Certificateholders and the Indenture Trustee shall give prompt written notice thereof to the Noteholders
and, subject to Section 10.19, the Rating Agencies.


 


Section 8.4.          Waiver
of Past Defaults. The Noteholders of Notes evidencing not less than a majority of the Note Balance (or the Holders of Certificates
evidencing not less than 50% of the beneficial interest in the Issuing Entity, in the case of any default that does not materially and
adversely affect the Indenture Trustee or the Noteholders) may, on behalf of all the Noteholders and Certificateholders, waive in writing
any default by the Servicer in the performance of its obligations hereunder and its consequences, except a default in making any required
deposits to or payments from any of the Trust Accounts in accordance with this Agreement. Upon any such waiver of a past default, such
default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.


 


Article IX

Termination


 


Section 9.1.          Optional
Purchase of All Receivables. (a)  As of the first day of any Collection Period immediately preceding a Payment Date as of
which the Pool Balance is 10% or less of the Initial Pool Balance, CNHICA shall have the option (but no obligation) to purchase all of
the Trust Estate, other than the Trust Accounts. To exercise such option, CNHICA shall deposit, pursuant to Section 5.5, in
the Collection Account an amount equal to the aggregate Purchase Amount for the Receivables plus the value of any other property held
by the Trust, such value to be as reasonably determined by CNHICA, and CNHICA shall succeed to all interests in, to and under the Trust
Estate, other than the Trust Accounts; provided that CNHICA shall not exercise such option unless the amount so deposited, together with
funds on deposit in the Trust Accounts, would be sufficient to pay the Redemption Price pursuant to Section 10.1(a) of the Indenture.


 


(b)            Upon
any sale of the assets of the Trust, the Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all
payments and reserves therefrom have been made (the “Sale Proceeds”) in the Collection Account. On the Payment Date,
or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are
deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following payments and deposits (after
the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections
5.6 and 5.7) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of
investments therein as described in the following sentence):


 


(i)          first,
to pay the Servicer its accrued and unpaid Servicing Fee;


 


(ii)         second,
to the Indenture Trustee for amounts due under Section 6.7 of the Indenture and to the Trustee for amounts due to it under the Trust
Agreement;


 






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(iii)        third,
to the Asset Representations Reviewer for all amounts due to it, including indemnities, according to the Basic Documents;


 


(iv)        fourth,
to the Administrator, its accrued and unpaid Administration Fees;


 


(v)          fifth,
to the Note Distribution Account for distribution pursuant to Section 8.2(e) of the Indenture to the extent of all amounts payable
under such Section, other than any amounts that would be deposited into the Certificate Distribution Account under such Section;


 


(vi)         sixth,
to the Servicer, to cover any accrued and unpaid reimbursable expenses;


 


(vii)        seventh,
to the Trustee for amounts due to the Trustee under the Trust Agreement, to the extent not paid under clause (ii) above; and


 


(viii)       eighth,
to the Issuing Entity for distribution to the Certificateholders.


 


(c)         As
described in Article IX of the Trust Agreement, once CNHICA has made its determination to make the purchase described under Section 9.1(a) (the
 “Clean-Up Call”), the Servicer shall send notice of the anticipated dissolution of the Trust to the Trustee as soon
as practicable after the Servicer has received notice of the Clean-Up Call.


 


(d)         Following
the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders
will succeed to the rights of the Noteholders hereunder and the Trustee will succeed to the rights of, and assume the obligations of,
the Indenture Trustee pursuant to this Agreement.


 


Article X

Miscellaneous Provisions


 


Section 10.1.         Amendment.
Any term or provisions of this Agreement may be amended by the Issuing Entity, the Seller and the Servicer without the consent of the
Indenture Trustee, any Certificateholder, any Noteholder, the Trustee or any other Person subject to the satisfaction of one of the following
conditions:


 


(i)            the
Seller or the Servicer 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
Seller and the Servicer deliver an Officer’s Certificate of the Seller and Servicer, respectively, to the Indenture Trustee to the
effect that such amendment will not materially and adversely affect the interests of the Noteholders or the Certificateholders.


 






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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 Seller, the Servicer and the Issuing Entity, with the written consent of the Indenture Trustee, but without the consent of
any of the Noteholders or the Certificateholders, to: (x) replace the Spread Account with another form of credit enhancement as long
as such substitution (i) will not result in a reduction or withdrawal of the rating of any Class of the Notes and (ii) is
not prohibited by Regulation RR (as determined by the Servicer), or (y) add credit enhancement for the benefit of any Class of
the Notes.


 


This Agreement may also be
amended from time to time by the Seller, the Servicer and the Issuing Entity, with the written consent of (a) the Indenture Trustee,
(b) Noteholders holding Notes evidencing not less than a majority of the Note Balance, and (c) the Holders of Certificates evidencing
not less than 50% of the beneficial interest in the Trust, 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: (a) reduce the interest rate or principal of any Note or Certificate, or delay the Class Final
Scheduled Maturity Date of any Note or (b) reduce the aforesaid percentage of the Notes and the Certificates that are required to
consent to any such amendment, without the consent of the holders of all the outstanding Notes and Certificates affected thereby.


 


Promptly after the execution
of any such amendment or consent (or, in the case of the Rating Agencies, prior thereto), the Trustee shall furnish written notification
of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee, and, subject to Section 10.19,
to each of the Rating Agencies.


 


It shall not be necessary
for the consent of 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.


 


Prior to the execution of
any amendment to this Agreement, the Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by this Agreement and the other Basic Documents and that all conditions
precedent to such execution and delivery by the Trustee and the Indenture Trustee have been satisfied. Any amendment which affects the
rights, duties, immunities or liabilities of the Trustee or the Indenture Trustee shall require the Trustee’s or the Indenture Trustee’s
written consent, as applicable. The Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment
that affects the Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement
or otherwise.


 


Notwithstanding anything herein
to the contrary, any term or provision of this Agreement may be amended by the Seller, and the Servicer without the consent of any of
the Noteholders, Certificateholders, the Issuing Entity, the Indenture Trustee 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 


 






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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.


 


Section 10.2.         Protection
of Title to Trust.


 


(a)           The
Seller shall execute and file such financing statements, and cause to be executed and filed such continuation statements, all in such
manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of
the Issuing Entity and the interests of the Indenture Trustee in the Receivables, the other property sold hereunder and in the proceeds
thereof. The Seller shall deliver (or cause to be delivered) to the Trustee and the Indenture Trustee file-stamped copies of, or filing
receipts for, any document filed as provided above as soon as available following such filing. The Issuing Entity and the Indenture Trustee
shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably
required to fulfill the intent of this paragraph.


 


(b)           Neither
the Seller nor the Servicer shall change its name, identity or organizational structure in any manner that would or could reasonably be
expected to make any financing statement or continuation statement filed in accordance with paragraph (a) seriously misleading within
the applicable provisions of the UCC and shall give the Trustee and the Indenture Trustee notice thereof no later than 10 days after the
effective date thereof and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements.


 


(c)           Each
of the Seller and the Servicer shall have an obligation to give the Trustee and the Indenture Trustee notice within 15 days after (and,
in any case, no later than 10 days after the effective date thereof) of any relocation of its principal executive office or its “location”
as defined in Section 9-307 of the UCC and if, as a result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly
file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its “location”
(as defined in Section 9-307 of the UCC), within the United States of America.


 


(d)           The
Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit: (i) the reader
thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of
each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to
time deposited in the Collection Account in respect of such Receivable.


 


(e)           The
Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables, the Servicer’s
master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuing
Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuing Entity and has been pledged to Citibank,
N.A., as Indenture Trustee. Indication of the Issuing Entity’s and the Indenture Trustee’s interest in a Receivable may be
deleted from or 


 






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modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in
full or repurchased or purchased by the Servicer, or otherwise transferred to the Servicer or CNHICA pursuant to Section 4.3
hereof.


 


(f)            If
at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in equipment
receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or
other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner
whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuing Entity and has been
pledged to the Indenture Trustee. From and after the date of this Agreement, the Servicer will not sell, pledge, assign or transfer to
any Person, or grant, create, incur, assume or suffer to exist any Lien on, any interest in, to and under the Receivables (other than
Reacquired Receivables).


 


(g)           The
Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies
of and abstracts from the Servicer’s records regarding any Receivable. The Indenture Trustee and its agents shall give reasonable
notice of any such inspection or audit and such inspection shall be conducted in a manner that does not cause undue disruption or interference
with the Servicer’s business.


 


(h)           Upon
request, the Servicer shall furnish to the Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by
contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables
and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.


 


(i)            The
Servicer shall deliver to the Trustee and the Indenture Trustee:


 


(1)            promptly
after the execution and delivery of this Agreement, an Opinion of Counsel either: (A) stating that, in the opinion of such counsel,
all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the
interest of the Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions
of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary
to preserve and protect such interest; and


 


(2)            within
90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff
Date, an Opinion of Counsel, dated as of a date during such 90-day period, either: (A) stating that, in the opinion of such counsel,
all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the
interest of the Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions
of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary
to preserve and protect such interest.


 






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Each Opinion of Counsel referred
to in clause (1) or (2) shall specify any action necessary (as of the date of such opinion) to be taken in the following year
to preserve and protect such interest.


 


(j)            The
Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant
to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.


 


(k)           [Reserved].


 


Section 10.3.      Notices.
All demands, notices, directions, instructions and communications upon or to the Seller, the Servicer, the Issuing Entity, the Trustee,
the Indenture Trustee, the Asset Representations Reviewer or, subject to Section 10.19, the Rating Agencies under this Agreement
shall be in writing, personally delivered or mailed by certified mail, return receipt requested, or by facsimile, and shall be deemed
to have been duly given upon receipt: (a) in the case of the Seller, to CNH Capital Receivables LLC, 6900 Veterans Boulevard, Burr
Ridge, Illinois 60527, Attention: Assistant Treasurer, (telephone: (630) 887-2008) (facsimile: (630) 887-5448), (b) in the case
of the Servicer, to New Holland Credit Company, LLC, 100 Brubaker Avenue, New Holland, Pennsylvania 17557, Attention: Finance Manager
(telephone (717) 355-3091) (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) in the case of the Issuing Entity or
the Trustee, at the Trustee’s Corporate Trust Office, (d) in the case of the Indenture Trustee, at its Corporate Trust Office,
(e) in the case of the Asset Representations Reviewer, via electronic mail to ARRNotices@clayton.com, and to Clayton Fixed Income
Services LLC, 2638 South Falkenburg Road, Riverview, FL 33578, Attention: SVP; with a copy to Clayton Fixed Income Services LLC, c/o Covius
Services, LLC, 720 S. Colorado Blvd., Suite 200, Glendale, CO 80246, Attention: Legal, Email: legal@covius.com, (f) in the case
of Standard & Poor’s, if Standard & Poor’s is a Rating Agency, to Standard & Poor’s Ratings
Services, a Standard & Poor’s Financial Services LLC business, 55 Water Street, New York, New York 10041, Attention: Asset
Backed Surveillance Department, (g) in the case of Fitch Ratings, Inc., if Fitch Ratings, Inc. is a Rating Agency, to Fitch
Ratings, Inc., 300 West 57th Street, New York, New York 10019, and (h) in the case of Moody’s, if Moody’s Investors
Service, Inc. is a Rating Agency, Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center, 250
Greenwich Street, New York, New York 10007.


 


Section 10.4.         Assignment.
Notwithstanding anything to the contrary contained herein, except as provided in Sections 5.7, 6.4 and 7.3 and as provided
in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Seller or the
Servicer, except that the Seller may assign any or all of its rights to payment under this Agreement.


 


Section 10.5.         Limitations
on Rights of Others. The provisions of this Agreement are solely for the benefit of the Seller, the Servicer, the Issuing Entity,
the Trustee, the Certificateholders, the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied,
shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect
of this Agreement or any covenants, conditions or provisions contained herein.


 






    40


     


    

 


Section 10.6.         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.


 


Section 10.7.         Separate
Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.


 


Section 10.8.         Electronic
Signatures. Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record
and adopted by a Person with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement
or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal
validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted
by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any similar State law based on the Uniform Electronic Transactions Act, and the parties hereby waive any objection
to the contrary.


 


Section 10.9.         Headings.
The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the
terms or provisions hereof.


 


Section 10.10.      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.


 


Section 10.11.      Assignment
to Indenture Trustee. The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security
interest by the Issuing Entity to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title
and interest of the Issuing Entity in, to and under the Receivables and/or the assignment of any or all of the Issuing Entity’s
rights and obligations hereunder to the Indenture Trustee, and agrees that enforcement of a right or remedy hereunder by the Indenture
Trustee shall have the same force and effect as if the right or remedy had been enforced or executed by the Issuing Entity.


 


Section 10.12.      Nonpetition
Covenants. (a)  Notwithstanding any prior termination of this Agreement, the Servicer and the Seller shall not, prior to
the date that is one year and one day after the termination of this Agreement, with respect to the Issuing Entity, acquiesce, petition
or otherwise invoke or cause the Issuing Entity to invoke the process of any court or governmental authority for the purpose of commencing
or sustaining a case against the Issuing Entity under any federal or State bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. The foregoing shall not limit the right of
the Servicer and the Seller to file any claim in or otherwise take any action with respect to any such insolvency proceeding that was
instituted against the Issuing Entity by any Person other than the Servicer or the Seller.


 






    41


     


    

 


(b)            Notwithstanding
any prior termination of this Agreement, the Servicer shall not, prior to the date that is one year and one day after the termination
of this Agreement, with respect to the Seller, acquiesce, petition or otherwise invoke or cause the Seller to invoke the process of any
court or governmental authority for the purpose of commencing or sustaining a case against the Seller under any federal or State bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of
the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller. The foregoing
shall not limit the right of the Servicer to file any claim in or otherwise take any action with respect to any such insolvency proceeding
that was instituted against the Seller by any Person other than the Servicer.


 


Section 10.13.       Limitation
of Liability of Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (a) this
Agreement is executed and delivered by Wilmington Trust Company (“WTC”), not individually or personally but solely
as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations,
undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and
agreements by WTC but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed
as creating any liability on WTC, individually or personally, to perform any covenant either expressed or implied contained herein of
the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the
parties hereto, (d) WTC has not verified and has made no investigation as to the accuracy or completeness of any representations
and warranties made by the Trust in this Agreement and (e) under no circumstances shall WTC be personally liable for the payment
of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Trust under this Agreement or any other related documents.


 


(b)          Notwithstanding
anything contained herein to the contrary, this Agreement has been accepted by Citibank, N.A., not in its individual capacity but solely
as Indenture Trustee, and in no event shall Citibank, 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.


 


Section 10.14.       Conditions
Precedent to Other Financing Transactions. The Seller shall not enter into any receivables sale or other financing transaction
unless either the appropriate documents relating thereto contain provisions substantially to the effect set out in Sections 11.17 and
11.19 of the Indenture or such transaction otherwise shall have satisfied the Rating Agency Condition.


 


Section 10.15.       Information
Requests. The parties hereto shall provide any information reasonably requested by the Servicer, the Issuing Entity or the Seller
or any of their Affiliates, at the expense of such party, in order to comply with or obtain more favorable treatment under any current
or future law, rule, regulation, accounting rule or principle.


 






    42


     


    

 


Section 10.16.   Information
to Be Provided by the Indenture Trustee.


 


(a)           For
so long as the Issuing Entity is required to report under the Exchange Act, the Indenture Trustee shall (i) on or before the fifth
Business Day of each month, provide to the Seller, in writing, such information regarding the Indenture Trustee as is requested by the
Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee
shall not be required to provide such information in the event that there has been no change to the information previously provided by
the Indenture Trustee to Seller, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of
the Indenture Trustee of any changes to such information, provide to the Seller, in writing, such updated information.


 


(b)           As
soon as available but no later than March 15 of each calendar year for so long as the Issuing Entity is required to report under
the Exchange Act, commencing in 2022, the Indenture Trustee shall:


 


(i)            deliver
to the Seller a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately
preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122
of Regulation AB. Such report shall be signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing
Criteria specified in Exhibit H or such criteria as mutually agreed upon by the Seller and the Indenture Trustee;


 


(ii)           deliver
to the Seller a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the
Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;


 


(iii)          deliver
to the Seller and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under
the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) (a “Sarbanes Certification”) on behalf
of the Issuing Entity or the Seller a certification substantially in the form attached hereto as Exhibit I or such form as
mutually agreed upon by the Seller and the Indenture Trustee; and


 


(iv)          notify
the Seller in writing of any affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee
and any Item 1119 Party, provided, that no such notification need be made if the affiliations or relationships are unchanged from
those provided in the notification in the prior calendar year.


 


The Indenture Trustee acknowledges that the parties
identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in
signing a Sarbanes Certification and filing such with the Commission.


 






    43


     


    

 


Section 10.17.        Form 8-K
Filings. So long as the Seller is filing Exchange Act Reports with respect to the Issuing Entity, the Indenture Trustee shall
promptly notify the Seller, but in no event later than one Business Day after its occurrence, of any Reportable Event of which a Responsible
Officer of the Indenture Trustee has actual knowledge (other than a Reportable Event described in clause (a) or (b) of the definition
thereof as to which the Seller or the Servicer has actual knowledge).


 


Section 10.18.       Indemnification.
(a) Citibank, N.A. shall indemnify the Seller, each Affiliate of the Seller and each Person who controls any of such parties (within
the meaning of Section 15 of the Securities Act of 1933, as amended, and Section 20 of the Exchange Act) and the respective
present and former directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against
any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain arising out of or based upon:


 


(1)            (A) any
untrue statement of a material fact contained in the Servicing Criteria assessment and any other information required to be provided by
Citibank, N.A. to the Seller or its Affiliates under Section 10.15 (excluding clause (b)(ii) of Section 10.15),
10.16 (such information, together with the Citibank Information as defined in the Certificate of Citibank, N.A. attached hereto
as Exhibit J, the “Provided Information”), or (B) the omission or alleged omission to state in the
Provided Information a material fact required to be stated in the Provided Information, or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of
this paragraph shall be construed solely by reference to the related information and not to any other information communicated in connection
with a sale or purchase of securities, without regard to whether the Provided Information or any portion thereof is presented together
with or separately from such other information; or


 


(2)            any
failure by Citibank, N.A. to deliver any Servicing Criteria assessment, information, report, certification, accountants’ letter
or other material when and as required under Sections 10.15 and 10.16;


 


(b)           In
the case of any failure of performance described in clause (a)(2) of this Section, Citibank, N.A. shall promptly reimburse
the Seller for all costs reasonably incurred in order to obtain the information, report, certification, accountants’ letter or other
material not delivered as required by Citibank, N.A.


 


Notwithstanding anything to
the contrary contained herein, in no event shall Citibank, N.A. be liable for special, indirect or consequential damages of any kind whatsoever,
including but not limited to lost profits, even if Citibank, N.A. has been advised of the likelihood of such loss or damage and regardless
of the form of action.


 


(c)           The
Seller agrees to indemnify and hold harmless, Citibank, N.A. and its officers, directors, shareholders, employees, agents and each Person,
if any, who controls Citibank, N.A. within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act from and against, any and all claims, losses, liabilities, actions, suits, judgments demands, damages, costs or expenses (including
reasonable fees and expenses of attorneys) of any nature


 






    44


     


    

 


 resulting from or directly related to (i) any untrue statement of a material
fact contained under the heading “Depositor” in the Preliminary Prospectus or the Prospectus, or (ii) any omission or
alleged omission to state therein a material fact required to be stated under the heading “Depositor” in the Preliminary Prospectus,
the Prospectus or necessary to make the statements under the heading “Depositor” in the Preliminary Prospectus or the Prospectus,
in the light of the circumstances in which they were made, not misleading, to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission relates to information set forth under the heading “Depositor” in the Preliminary
Prospectus or the Prospectus.


 


Notwithstanding anything to
the contrary contained herein, in no event shall the Seller be liable for special, indirect or consequential damages of any kind whatsoever,
including but not limited to lost profits, even if the Seller has been advised of the likelihood of such loss or damage and regardless
of the form of action.


 


Section 10.19.       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 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, 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.


 


Section 10.20.       PATRIOT
Act. In order to comply with the laws, rules, regulations and executive
orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of
terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”),
the Indenture Trustee is required to obtain, verify, record and update certain information relating to individuals and entities which
maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties hereto agrees to provide to the Indenture
Trustee, upon its request from time to time such identifying information and documentation as may be available to such party in order
to enable the Indenture Trustee to comply with Applicable Law.


 


(signature page follows)


 






    45


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.


 


	 	CNH EQUIPMENT TRUST 2022-C
	 	 
	 	By:	Wilmington Trust Company,

                                                                     not in its individual
capacity,

                                                                     but solely as Trustee of the Trust

	 	 
	 	By:	/s/ Rachel Simpson 
	 	 	Name: Rachel Simpson
	 	 	Title: Vice President



 



	 	 
	 	CNH CAPITAL RECEIVABLES LLC 

as Seller
	 	 
	 	By:	/s/ Daniel Willems Van Dijk 
	 	 	Name: Daniel Willems Van Dijk
	 	 	Title: Assistant Treasurer




 


 


	 	NEW HOLLAND CREDIT COMPANY, LLC 

as Servicer
	 	 
	 	By:	/s/ Daniel Willems Van Dijk 
	 	 	Name: Daniel Willems Van Dijk
	 	 	Title: Assistant Treasurer




 


Acknowledged and Accepted:


 


CITIBANK, N.A.,

not in its individual capacity

but solely as Indenture Trustee


 


	By:	/s/ Anthony Bausa 	 
	Name: Anthony Bausa	 
	Title: Senior Trust Officer	 




 


Sale and Servicing Agreement


 






    


     


    

 


EXHIBIT A

to Sale and Servicing Agreement


 


[RESERVED]


 






    


     


    

 


EXHIBIT B

to Sale and Servicing Agreement


 


[RESERVED]


 






    B-1


     


    

 


EXHIBIT C

to Sale and Servicing Agreement


 


FORM OF SERVICER’S CERTIFICATE


 


Wilmington Trust Company


1100 North Market Street


Wilmington, Delaware 19890,


Attention: Corporate Trust Administration


 


Citibank, N.A., as Indenture Trustee


388 Greenwich St.


14th Floor


New York, NY 10013


Telephone:      713-693-6677


Attention:       Agency &
Trust – CNH Equipment Trust 2022-C


 


CNH Capital Receivables LLC

6900 Veterans Boulevard

Burr Ridge, Illinois 60527

Attention:  Assistant Treasurer


 


[Insert each Rating Agency, if any]


 






    C-1


     


    

 



 


CNH Equipment Trust 2022-C


 


$163,000,000 Class A-1 4.817%
Asset Backed Notes due December 15, 2023


 


$285,000,000 Class A-2 5.42% Asset Backed Notes due July 15, 2026


 


$215,000,000 Class A-3 5.15%
Asset Backed Notes due April 17, 2028


 


$41,070,000 Class A-4 5.25%
Asset Backed Notes due November 15, 2029


 


$16,210,000 Class B 0.00% Asset
Backed Notes due May 15, 2030


 


Asset Backed Certificate


 


Please contact [________] at [___]-[___]-[____]
with any questions regarding this report or email abs@cnh.com


 


For additional information consult http://investors.cnh.com


 


	 	Cutoff Date	 	 	 	 	[                    ]	 
	 	Date Added	 	 	 	 	[_____]	 	 	[_____]	 	 	[_____]	 	 	[_____]	 
	 	Pool	 	Period	 	 	Pool
    1	 	 	Pool
    2	 	 	Pool
    3	 	 	Pool
    4	 
	 	Scheduled
    Cashflows	 	 	0	 	 	 		 	 	 		 	 	 		 	 	 		 
	 	 	 	 	1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	6	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	7	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	8	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	9	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	10	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	11	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	12	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	13	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	14	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	15	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	16	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	17	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	18	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	19	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	20	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	21	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	22	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	23	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	24	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	25	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	26	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	27	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	28	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	29	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	30	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	31	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	32	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	33	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	34	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	35	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	36	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	37	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	38	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	39	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	40	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	41	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	42	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	43	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	44	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	45	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	46	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	47	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	48	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	49	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	50	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	51	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	52	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	53	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	54	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	55	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	56	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    C-2


    


    

 


CNH Equipment Trust 2022-C


 


$163,000,000 Class A-1 4.817%
Asset Backed Notes due December 15, 2023


 


$285,000,000 Class A-2 5.42% Asset Backed Notes due July 15, 2026


 


$215,000,000 Class A-3 5.15%
Asset Backed Notes due April 17, 2028


 


$41,070,000 Class A-4 5.25%
Asset Backed Notes due November 15, 2029


 


$16,210,000 Class B 0.00% Asset
Backed Notes due May 15, 2030



 


	 	 	 	57	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	58	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	59	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	60	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	61	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	62	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	63	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	64	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	65	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	66	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	67	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	68	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	69	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	70	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	71	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	72	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	73	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	74	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	75	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	76	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	77	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	78	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
    Amount of Scheduled Cashflow	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 	 
	Discount
    Rate	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beginning
    Contract Value	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Scheduled
    Contract Value Decline	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unscheduled
    Contract Value Decline	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Additional
    Contract Value Added	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ending
    Contract Value	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    C-3


    


    

 


CNH Equipment Trust 2022-C


 


$163,000,000 Class A-1 4.817%
Asset Backed Notes due December 15, 2023


 


$285,000,000 Class A-2 5.42% Asset Backed Notes due July 15, 2026


 


$215,000,000 Class A-3 5.15%
Asset Backed Notes due April 17, 2028


 


$41,070,000 Class A-4 5.25%
Asset Backed Notes due November 15, 2029


 


$16,210,000 Class B 0.00% Asset
Backed Notes due May 15, 2030


 


Asset Backed Certificate


 


	Dated Date (30/360)  	 	 	 	 
	Dated Date (act/360)  	 	 	 	 
	Scheduled Payment Date  	 	 	 	 
	Actual Payment Date  	 	 	 	 
	Days in accrual period (30/360)  	 	 	 	 
	Days in accrual period (act/360)  	 	 	 	 
	 	 	 	 	 
	Note
                                    Distribution Account deposit
	 	 	 	 
	Certificate Distribution Account deposit	 	 	 	 
	First Principal Payment Amount	 	 	 	 
	Note Monthly Principal Distributable Amount	 	 	 	 
	Turbo Principal Payment Amount	 	 	 	 
	Spread Account Deposit	 	 	 	 
	Amount required to be deposited into the Collection Account during the
    calendar month	 	 	 	 
	 	 	 	 	 
	Collateral
                                    Summary 
	 	 	 	 
	Wtd. Average Discount Rate  	 	 	 	 
	Beginning Contract Value  	 	 	 	 
	Scheduled Contract Value Decline  	 	 	 	 
	Unscheduled Contract Value Decline  	 	 	 	 
	Additional Contract Value Purchased  	 	 	 	 
	Ending Contract Value  	 	 	 	 
	 	 	 	 	 
	Total Beginning Balance (Pool Balance)  	 	 	 	 
	Pool Balance as of end of last day of preceding Collection Period	 	 	 	 
	Total Ending Balance (Pool Balance)  	 	 	 	 
	 	 	 	 	 
	Purchase Amount of Receivables purchased due to Modification Purchase
    Events in the related Collection Period	 	 	 	 
	Purchase Amount of all other purchases and repurchases in the related
    Collection Period	 	 	 	 
	 	 	 	 	 
	Collections and Reinvestment Income 	 	 	 	 
	Receipts During the period (net of servicer's liquidation expenses)  	 	 	 	 
	 	 	 	 	 
	Warranty Repurchases  	 	 	 	 
	Contracts deferred beyond Final Scheduled Maturity Date  	 	 	 	 
	Government obligors  	 	 	 	 
	Total Warranty Repurchases  	 	 	 	 
	 	 	 	 	 
	Total Collections For The Period  	 	 	 	 
	 	 	 	 	 
	Reinvestment Income 	 	 	 	 
	 	 	 	 	 
	Total Collections + Reinvestment Income For The Period 	 	 	 	 
	 	 	 	 	 
	Other
	 	 	 	 


 






    C-4


    


    

 



 


CNH Equipment Trust 2022-C


 


$163,000,000 Class A-1 4.817%
Asset Backed Notes due December 15, 2023


 


$285,000,000 Class A-2 5.42% Asset Backed Notes due July 15, 2026


 


$215,000,000 Class A-3 5.15%
Asset Backed Notes due April 17, 2028


 


$41,070,000 Class A-4 5.25%
Asset Backed Notes due November 15, 2029


 


$16,210,000 Class B 0.00% Asset
Backed Notes due May 15, 2030


 


Asset Backed Certificate


 


Actual Payment Date


 


	 	 	 	 	Party 

    Receiving
	 	 	General

    Purpose of	 	Fee or 

    Expense
	Calculation
    of Distributable Amounts	 	Fee
    or Expense	 	Amount
	CNH	 	 	 	
	Current
    Asset Representations Fee Due	 	 	 	 
	Past Due
    Asset Representations Fee	 	 	 	 
	Total Asset
    Representations Review Fee Due	 	Provide
    for asset representations reviewer as required	 	 
	 	 	 	 	 
	Current
    Servicing Fee Due	 	 	 	 
	Past Due
    Servicing Fee	 	 	 	 
	Total Servicing
    Fee Due	 	Provide
    for servicer as required	 	 
	 	 	 	 	 
	Current
    Administration Fee Due	 	 	 	 
	Past Due
    Administration Fee	 	 	 	 
	Total Administration
    Fee Due	 	Provide
    for trust administrator	 	 
	 	 	 	 	 
	Reimbursable
    Expenses of the Asset Representations Reviewer Due	 	 	 	 
	Past Due
    Reimbursable Expenses of the Asset Representations Reviewer	 	 	 	 
	Total Reimbursable
    Expenses of the Asset Representations Reviewer Due	 	 To
    cover expenses of asset representations reviewer	 	 
	 	 	 	 	 
	Indemnities
    of the Asset Representations Reviewer Due	 	 	 	 
	Past Due
    Indemnities of the Asset Representations Reviewer	 	 	 	 
	Total Indemnities
    of the Asset Representations Reviewer Due	 	To
    indemnify asset representations reviewer 
	 	 
	 	 	 	 	 
	Reimbursable
    Expenses of the Servicer Due	 	 	 	 
	Past Due
    Reimbursable Expenses of the Servicer	 	 	 	 
	Total Reimbursable
    Expenses of the Servicer Due	 	  To
    cover expenses of servicer	 	 
	 	 	 	 	 
	Total Principal
    Balance of Notes (Beginning of Period)	 	 	 	 
	A-1 notes
    Beginning Principal balance	 	 	 	 
	A-2 notes
    Beginning Principal balance	 	 	 	 
	A-3 notes
    Beginning Principal balance	 	 	 	 
	A-4 notes
    Beginning Principal balance	 	 	 	 
	Class B
    notes Beginning Principal balance	 	 	 	 



 






    C-5


    


    

 


CNH Equipment Trust 2022-C


 


$163,000,000 Class A-1 4.817%
Asset Backed Notes due December 15, 2023


 


$285,000,000 Class A-2 5.42% Asset Backed Notes due July 15, 2026


 


$215,000,000 Class A-3 5.15%
Asset Backed Notes due April 17, 2028


 


$41,070,000 Class A-4 5.25%
Asset Backed Notes due November 15, 2029


 


$16,210,000 Class B 0.00% Asset
Backed Notes due May 15, 2030


 


	 	Type	 	 	 	Coupon/Spread	 	Daycount
	A-1
    notes Current Interest Due	 	 	 	 	 	 	 
	A-2
    notes Current Interest Due	 	 	 	 	 	 	 
	A-3
    notes Current Interest Due	 	 	 	 	 	 	 
	A-4
    notes Current Interest Due	 	 	 	 	 	 	 
	Class B
    notes Current Interest Due	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	A-1
    notes Past Due Interest	 	 	 	 	 	 	 
	A-2
    notes Past Due Interest	 	 	 	 	 	 	 
	A-3
    notes Past Due Interest	 	 	 	 	 	 	 
	A-4
    notes Past Due Interest	 	 	 	 	 	 	 
	Class B
    notes Past Due Interest	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	A-1
    notes Interest Due on Past Due Interest	 	 	 	 	 	 	 
	A-2
    notes Interest Due on Past Due Interest	 	 	 	 	 	 	 
	A-3
    notes Interest Due on Past Due Interest	 	 	 	 	 	 	 
	A-4
    notes Interest Due on Past Due Interest	 	 	 	 	 	 	 
	Class B
    notes Interest Due on Past Due Interest	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	A-1
    notes Total Interest Due	 	 	 	 	 	 	 
	A-2
    notes Total Interest Due	 	 	 	 	 	 	 
	A-3
    notes Total Interest Due	 	 	 	 	 	 	 
	A-4
    notes Total Interest Due	 	 	 	 	 	 	 
	Class B
    notes Total Interest Due	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	A-1
    notes Principal Due	 	 	 	 	 	 	 
	A-2
    notes Principal Due	 	 	 	 	 	 	 
	A-3
    notes Principal Due	 	 	 	 	 	 	 
	A-4
    notes Principal Due	 	 	 	 	 	 	 
	Class B
    notes Principal Due	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Total
    notes Interest Due	 	 	 	 	 	 	 
	Total
    notes Principal Due	 	 	 	 	 	 	 
	Total
    notes Distributable Amount	 	 	 	 	 	 	 



 






    C-6


    


    

 


CNH Equipment Trust 2022-C


 


$163,000,000 Class A-1 4.817%
Asset Backed Notes due December 15, 2023


 


$285,000,000 Class A-2 5.42% Asset Backed Notes due July 15, 2026


 


$215,000,000 Class A-3 5.15%
Asset Backed Notes due April 17, 2028


 


$41,070,000 Class A-4 5.25%
Asset Backed Notes due November 15, 2029


 


$16,210,000 Class B 0.00% Asset
Backed Notes due May 15, 2030


 


Asset Backed Certificate


 


Actual Payment Date


 


	Cash
    Available for Distribution	 	 		 	 	 		 	 	 		 	 	 		 
	Total Collections + Reinvestment
    Income For The Period	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beginning Spread Account Balance	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deposits from Spread Account
    to Distribution Account	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Cash Available	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 


	Cash
    Allocation (Cashflow Waterfall)	 	Available
    Cash	 
	 	 	 	 
	Asset
    Representation Reviewer Fee, Expenses and Indemnities up to a 

    Maximum of $200,000 Per Year Paid	 	 		 
	Asset
    Representation Reviewer Fee, Expenses and Indemnities up to a 

    Maximum of $200,000 Per Year Shortfall	 	 	 	 
	 	 	 	 	 
	Servicing Fee Paid	 	 	 	 
	Servicing Fee Shortfall	 	 	 	 
	 	 	 	 	 
	Administration Fee Paid	 	 	 	 
	Administration Fee Shortfall	 	 	 	 
	 	 	 	 	 
	Remaining Cash Available to Pay
    Note Interest	 	 	 	 
	 	 	 	 	 
	Cash Available to Pay Note Interest	 	 	 	 
	Cash Available to Pay Termination
    Payment	 	 	 	 
	 	 	 	 	 
	Class A-1 notes Interest
    Paid	 	 	 	 
	Class A-2 notes Interest
    Paid	 	 	 	 
	Class A-3 notes Interest
    Paid	 	 	 	 
	Class A-4 notes Interest
    Paid	 	 	 	 
	Class B notes Interest
    Paid	 	 	 	 
	 	 	 	 	 
	Class A-1 notes Interest
    Shortfall	 	 	 	 
	Class A-2 notes Interest
    Shortfall	 	 	 	 
	Class A-3 notes Interest
    Shortfall	 	 	 	 
	Class A-4 notes Interest
    Shortfall	 	 	 	 
	Class B notes Interest
    Shortfall	 	 	 	 
	 	 	 	 	 
	Class A-1 notes Principal
    Paid	 	 	 	 
	Class A-2 notes Principal
    Paid	 	 	 	 
	Class A-3 notes Principal
    Paid	 	 	 	 
	Class A-4 notes Principal
    Paid	 	 	 	 
	Class B notes Principal
    Paid	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Deposits to Spread Account	 	 	 	 
	 	 	 	 	 
	Turbo Principal Payment Amount
    (this Period)	 	 	 	 
	LTD Turbo Principal Payment Amount	 	 	 	 
	 	 	 	 	 
	Total Principal Balance of Notes
    (End of Period)	 	 	 	 
	A-1 notes Ending Principal balance	 	 	 	 
	A-2 notes Ending Principal balance	 	 	 	 
	A-3 notes Ending Principal balance	 	 	 	 
	A-4 notes Ending Principal balance	 	 	 	 
	Class B notes Ending Principal
    balance	 	 	 	 
	 	 	 	 	 
	Release excess to the Certificateholders	 	 	 	 



 






    C-7


    


    

 


CNH Equipment Trust 2022-C


 


$163,000,000 Class A-1 4.817%
Asset Backed Notes due December 15, 2023


 


$285,000,000 Class A-2 5.42% Asset Backed Notes due July 15, 2026


 


$215,000,000 Class A-3 5.15%
Asset Backed Notes due April 17, 2028


 


$41,070,000 Class A-4 5.25%
Asset Backed Notes due November 15, 2029


 


$16,210,000 Class B 0.00% Asset
Backed Notes due May 15, 2030


 


Asset Backed Certificate


 


Actual Payment Date


 


	Summary
    and Factors 	 	Amount	 	Factor	 	Per/$1000	 
	Total Principal Balance of Notes
    (Beginning of Period) 	 		 		 		 
	A-1 notes Beginning Principal balance
    	 	 	 	 	 	 	 
	A-2 notes Beginning Principal balance	 	 	 	 	 	 	 
	A-3 notes Beginning Principal balance
    	 	 	 	 	 	 	 
	A-4 notes Beginning Principal balance
    	 	 	 	 	 	 	 
	Class B notes Beginning Principal
    balance 	 		 		 	 	 
	 	 	 	 	 	 	 	 
	Total Principal Balance of Notes
    (End of Period)	WAL	 	 	 	 	 	 	 	 	 
	A-1 notes Ending Principal balance	 	 	 	 	 	 	 	 	 	 
	A-2 notes Ending Principal balance	 	 	 	 	 	 	 	 	 	 
	A-3 notes Ending Principal balance	 	 	 	 	 	 	 	 	 	 
	A-4 notes Ending Principal balance	 	 	 	 	 	 	 	 	 	 
	Class B notes Ending Principal
    balance	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Class A-1 notes Interest
    Paid 	 	 	 	 
	Class A-2 notes Interest
    Paid 	 	 	 	 
	Class A-3 notes Interest
    Paid 	 	 	 	 
	Class A-4 notes Interest
    Paid 	 	 	 	 
	Class B notes Interest Paid
    	 	 	 	 
	 	 	 	 	 
	Class A-1 notes Interest
    Shortfall 	 	 	 	 
	Class A-2 notes Interest
    Shortfall 	 	 	 	 
	Class A-3
    notes Interest  Shortfall 	 	 	 
	Class A-4 notes Interest
    Shortfall 	 	 	 	 
	Class B notes Interest Shortfall
    	 	 	 	 
	 	 	 	 	 
	Class A-1 notes Principal
    Paid 	 	 	 	 
	Class A-2 notes Principal
    Paid 	 	 	 	 
	Class A-3 notes Principal
    Paid 	 	 	 	 
	Class A-4 notes Principal
    Paid 	 	 	 	 
	Class B notes Principal Paid
    	 	 	 	 
	 	 	 	 	 
	Spread Account 	 	 	 	 
	Required Spread Account Deposit	 	 	 	 
	Required Spread Account Target	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Required Spread Account 	 	2.25%	 	 	 	 	 	 	 	 	 	 
	Beginning Spread Account Balance
    	 	 	 	 
	Spread Account Withdrawals to Distribution
    Account 	 	 	 	 
	Spread Account Deposits from Excess
    Cash 	 	 	 	 
	Spread Account Released to Seller	 	 	 	 
	Ending Spread Account Balance 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Purchases	 	Units	 	Cut-Off
    Date	 	Closing
    Date	 	Original
    Pool 

    Balance	 	 	 	 
	Purchase	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Release to Seller	 	 	 	 
	 	 	 	 	 
	"The
    Administrator hereby directs the Indenture Trustee to pay on the Payment Date set forth above from the Certificate Distribution Account
    to the Certificateholders, on a pro rata basis, zero payment."	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






    C-8


    


    

 



 


CNH Equipment Trust 2022-C


 


$163,000,000 Class A-1 4.817%
Asset Backed Notes due December 15, 2023


 


$285,000,000 Class A-2 5.42% Asset Backed Notes due July 15, 2026


 


$215,000,000 Class A-3 5.15%
Asset Backed Notes due April 17, 2028


 


$41,070,000 Class A-4 5.25%
Asset Backed Notes due November 15, 2029


 


$16,210,000 Class B 0.00% Asset
Backed Notes due May 15, 2030


 


[Risk Retention


 


[In the first report to noteholders include:]


 


(A) The fair value of the certificates
on the closing date: 


(i) was equal
to [ ]% of the sum of the fair value of the notes and the certificates as of the closing date; 


(ii) was equal
to $[ ]


 


(B) The amount
deposited to the spread account on the closing date: 


(i) was
equal to [ ]% of the sum of the fair value of the notes and certificates as of the closing date; 


(ii) was equal
to $[ ]


 


The fair value of the certificates and
the amount on deposit in the spread account as of the closing date collectively equal: 


(i) [insert
(A)(i) plus (B)(i)]% of the sum of the fair value of the notes and the certificates as of the closing date; 


(ii) $[ insert
(A)(ii) plus (B)(ii)]


 


[The fair value
of the Class B notes retained by the depositor on the closing date: 


(i) was
equal to [ ]% of the sum of the fair value of the notes and the certificates as of the closing date; 


(ii) was
equal to $[ ].]


 


[To
insert here a description of any material changes in the methodology or inputs and assumptions used to calculate the fair value, each
as described in “Credit Risk Retention” in the final prospectus for this transaction.]]


 


	POOL
    STATISTICS
	 
	Collateral
    Composition 
	 	 
	 	Number
    of Receivables at Beginning of Period 
	 	Number
    of Receivables at End of Period 
	 	 
	 	Weighted
    Average Coupon of Receivables 
	 	Weighted
    Average Original Term of Receivables 
	 	Weighted
    Average Remaining Term of Receivables 
	 	 
	 	Pool
    Factor 
	 	A-1
    Note Pool Factor
	 	A-2
    Note Pool Factor
	 	A-3
    Note Pool Factor
	 	A-4
    Note Pool Factor
	 	Class B
    Note Pool Factor
	 	Unscheduled
    Contract Value Decline - Monthly 
	 	Unscheduled
    Contract Value Decline - Life-to-Date 


 


	Collateral
    Performance 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Contractual
    Delinquency: (1) 	 	Count	 	%	 	Amount	 	%
	 	31-60
    Days delinquent	 	 	 	 	 	 	 	 	 
	 	61-90
    Days delinquent	 	 	 	 	 	 	 	 	 
	 	91-120
    Days delinquent	 	 	 	 	 	 	 	 	 
	 	121-150
    Days delinquent	 	 	 	 	 	 	 	 	 
	 	151-180
    Days delinquent	 	 	 	 	 	 	 	 	 
	 	181
    + Days delinquent	 	 	 	 	 	 	 	 	 
	 	TOTAL	 	 	 	 	 	 	 	 	 



 


	Amounts
    Past Due (2)	 	 	 	 	 
	Scheduled Amounts
    30 - 59 days past due 	 	 	 	 	 
	Scheduled Amounts
    60 days or more past due	 	 	 	 	 
	 	 	 	 	 	 
	ARR Delinquency
    Trigger (61+ Days Delinquent Receivables) 	 	 	 	 	 
	     Period
    (from Cutoff Date)	 	 	 	 	 
	            1-12       [   ]%	 	 	 	 	 
	            13-48+   [   ]%	 	 	 	 	 
	End of Collection
    Period 61+ days delinquent Receivables as a percentage of the Pool Balance	[   ]%	 	 	 	 
	 	 	 	 	 	 
	Do end of Collection
    Period 61+ days delinquent Receivables as a percentage of the Pool Balance meet or exceed the applicable ARR Delinquency Trigger
    	[Y/N]	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    C-9


     


    

 


CNH Equipment Trust 2022-C


 


$163,000,000 Class A-1 4.817%
Asset Backed Notes due December 15, 2023


 


$285,000,000 Class A-2 5.42% Asset Backed Notes due July 15, 2026


 


$215,000,000 Class A-3 5.15%
Asset Backed Notes due April 17, 2028


 


$41,070,000 Class A-4 5.25%
Asset Backed Notes due November 15, 2029


 


$16,210,000 Class B 0.00% Asset
Backed Notes due May 15, 2030


 


percentage (did Delinquency Trigger occur)?


 


	 	Amount	 	Count
    (3)	 	%	 
	Net and Realized Losses
    	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Net Losses (4) 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Write
    Down Amount on 180 Day Receivables	 	 	 	 	 	 
	Monthly
    Realized Losses (Total) 	 	 	 	 	 	 
	Net
    Losses as a % of the Average Pool Balance	 	 	 	 	 	 
	Average
    Net Losses on all Receivables that have experienced a Net Loss this period	 	 	 	 	 	 
	Life-to-Date
    Net Losses 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Cumulative
    Write Down Amount on 180 Day Receivables 	 	 	 	 	 	 
	Cumulative
    Realized Losses (Total) 	 	 	 	 	 	 
	Life-to-Date
    Net Losses as a % of the Initial Pool Balance	 	 	 	 	 	 
	Average
    Net Losses on all receivables that have experienced a Net Loss	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Repossession
    Inventory and 180-Day Receivables	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Repossessed
    Equipment not Sold or Reassigned (Beginning) (5)	 	 	 	 	 	 
	Repossessed
    Equipment not Sold or Reassigned (End) 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Balance
    of 180 Day Receivables (Beg of month) (6)	 	 	 	 	 	 
	Balance of 180 Day Receivables
    (End of month) 	 	 	 	 	 	 


 


(1) Delinquent
amount represents, for all Receivables (including 180-Day and Repossessed Receivables, but excluding Liquidated or Purchased Receivables)
with respect to which any amounts are delinquent, the outstanding principal balance plus any missed interest, with Repossessed Receivables
stated at their estimated realizable value. 


(2) Scheduled
amount past due represents the amount of missed principal and interest payments plus any fees. 


(3) The
sum of the monthly count of Receivables will not equal the life-to-date count of Receivables due to loss activity on the same Receivable
occurring in multiple months. Duplicate Receivables have been removed from the life-to-date count. 


(4) Net
Losses are the sum of (a) the estimated realizable loss at the time of repossession, (b) full charge-off if written off without
a repossession and (c) adjustment to the estimated realizable loss for proceeds from liquidation of Repossessed Receivables. 
Net Loss percentages and Average Net Losses are based on Net Losses excluding Write Down Amounts on 180-Day Receivables. 


(5) Repossessed
Receivables are stated at estimated realizable value. 


(6) Balance
of 180-Day Receivables is stated at outstanding principal balance and any fees.


 






    C-10


     


    

 


CNH Equipment Trust 2022-C


 


$163,000,000 Class A-1 4.817% Asset
Backed Notes due December 15, 2023


 


$285,000,000 Class A-2 5.42% Asset
Backed Notes due July 15, 2026


 


$215,000,000 Class A-3 5.15% Asset
Backed Notes due April 17, 2028


 


$41,070,000 Class A-4 5.25% Asset
Backed Notes due November 15, 2029


 


$16,210,000 Class B 0.00% Asset Backed
Notes due May 15, 2030


 


	 	STATEMENTS
    TO NOTEHOLDERS	 	 	 	 	 
	 	 	 	 	 	 	 
	1 	Has
    there been a material change in practices with respect to charge offs, collection and management of delinquent Receivables, and the
    effect of any grace period, re-aging, re-structuring, partial payments or other practices on delinquency and loss experience?	 	 	 	 	 
	 	 	 	 	 	 	 
	2 	Have
    there been any material modifications, extensions or waivers to Receivables terms, fees, penalties or payments during the Collection
    Period?	 	 	 	 	 
	 	 	 	 	 	 	 
	3	Have
    there been any material breaches of representations, warranties or covenants contained in the Receivables?	 	 	 	 	 
	 	 	 	 	 	 	 
	4	Has
    there been an issuance of notes or other securities backed by the Receivables?	 	 	 	 	 
	 	 	 	 	 	 	 
	5	Has
    there been a material change in the underwriting, origination or acquisition of Receivables?	 	 	 	 	 
	 	 	 	 	 	 	 
	Interest
                                            and Principal Payments Pursuant to Section 5.6(d) and (e)(ii) of the Sale
                                            and Servicing Agreement


 


	 	 
	Distribution
    Amount	 	Class A-1
    Notes	 	 	 
	1.
                                            Interest Due on each of the following Payment Dates (assuming no principal reduction)
	 	 		 	 
	[    ]	 	[  ]	 	 	 
	[    ]	 	[  ]	 	 	 
	[    ]	 	[  ]	 	 	 
	[    ]	 	[  ]	 	 	 
	[    ]	 	[  ]	 	 	 
	[    ]	 	[  ]	 	 	 
	[    ]	 	[  ]	 	 	 
	[    ]	 	[  ]	 	 	 
	[    ]	 	[  ]	 	 	 
	[    ]	 	[  ]	 	 	 
	[    ]	 	[  ]	 	 	 
	[    ]	 	[  ]	 	 	 
	[    ]	 	[  ]	 	 	 
	2.
    Total Outstanding Principal Payment Due at Final Scheduled Maturity Date	 	[  ]	 	 	 
	 	 	 	 	 	 
	3.
    Final Scheduled Maturity Date	 	[  ]	 	 	 
	 	 	 	 	 	 
	Distribution
    Amount	 	Class A-2
    Notes	Class A-3
    Notes	Class A-4
    

    Notes	 
	1.
                                            Interest Due on each following Payment Date

    (assuming no
    principal reduction)
	 	[  ]	[  ]	[  ]	 
	2.
                                            Total Outstanding Principal Payment Due at Final

                                                                                Scheduled
                                            Maturity Date
	 	[  ]	[  ]	[  ]	 
	3.
    Final Scheduled Maturity Date	 	[  ]	[  ]	[  ]	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Distribution
    Amount	 	Class B
    Notes	 	 	 
	1.
                                            Interest Due on each following Payment Date

    (assuming no
    principal reduction)
	 	[  ]

     
	 	 	 
	2.
                                            Total Outstanding Principal Payment Due at Final

                                                                                Scheduled
                                            Maturity Date
	 	[  ]	 	 	 
	3.
    Final Scheduled Maturity Date	 	[  ]	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 






    C-11


     


    

 





EXHIBIT D

to Sale and Servicing Agreement


 


FORM OF ASSIGNMENT


 


For value received, in accordance
with and subject to the Sale and Servicing Agreement dated as of November 1, 2022 (the “Sale and Servicing Agreement”)
among the undersigned, New Holland Credit Company, LLC (“NH Credit”) and CNH Equipment Trust 2022-C (the “Issuing
Entity”), the undersigned does hereby sell, assign, transfer set over and otherwise convey unto the Issuing Entity, without
recourse, all of its right, title and interest in, to and under: (a) the Receivables, which are listed on Schedule A hereto,
including all documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including all
monies paid thereunder on or after the Cutoff Date, (b) the security interests in the Financed Equipment granted by Obligors pursuant
to the Receivables and any other interest of the undersigned in such Financed Equipment, (c) any proceeds with respect to the Receivables
from claims on insurance policies covering Financed Equipment or Obligors (to the extent not used to purchase Substitute Equipment),
(d) the Purchase Agreement, including the right of the undersigned to cause CNH Industrial Capital America LLC (“CNHICA”)
to repurchase Receivables from the undersigned under the circumstances described therein, (e) any proceeds from recourse to Dealers
with respect to the Receivables, (f) any Financed Equipment that shall have secured a Receivable and that shall have been acquired
by or on behalf of the Trust, (g) all funds on deposit from time to time in the Trust Accounts, including the Spread Account Deposit,
and in all investments and proceeds thereof (including all income thereon), and (h) the proceeds of any and all of the foregoing.
The foregoing sale does not constitute and is not intended to result in any assumption by the Issuing Entity of any obligation of the
undersigned to the Obligors, insurers or any other person in connection with the Receivables, Receivables Files, any insurance policies
or any agreement or instrument relating to any of them.


 


This Assignment is made pursuant
to and upon the representations, warranties and agreements on the part of the undersigned contained in the Sale and Servicing Agreement
and is to be governed in all respects by the Sale and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Sale and Servicing Agreement.


 






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IN WITNESS WHEREOF, the undersigned
has caused this Assignment to be duly executed as of _____________, 2022.


 


	 	CNH
    CAPITAL RECEIVABLES LLC
	 	 
	 	By: 	 
	 	 	Name: 
	 	 	Title:




 






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SCHEDULE A

to Assignment


 


SCHEDULE OF RECEIVABLES


 


[ATTACHED HERETO]


 






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EXHIBIT E

to Sale and Servicing Agreement


 


[RESERVED]


 






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EXHIBIT F

to Sale and Servicing Agreement


 


[RESERVED]


 






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EXHIBIT G


to Sale and Servicing Agreement


 


[RESERVED]


 






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EXHIBIT H


to Sale and Servicing Agreement


 


MINIMUM SERVICING CRITERIA TO BE ADDRESSED
IN

ASSESSMENT OF COMPLIANCE STATEMENT


 


The assessment of compliance
to be delivered by the Indenture Trustee shall address, at a minimum, the criteria identified as below as “Applicable Servicing
Criteria”:


 


	Reg AB
    Reference	Servicing
    Criteria	Applicable
    Servicing Criteria
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	N/A
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s
    performance and compliance with such servicing activities. 	N/A
	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained. 	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting
    period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. 	N/A
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	N/A
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business
    days following receipt, or such other number of days specified in the transaction agreements. 	X
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. 	X
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances,
    are made, reviewed and approved as specified in the transaction agreements. 	N/A
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. 	X
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes
    of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a
    foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. 	X
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access. 	N/A



 






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	Reg
    AB Reference	Servicing
    Criteria	Applicable
    Servicing Criteria
	1122(d)(2)(vii) 	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank
    clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the
    bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in
    the transaction agreements. 	N/A
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable
    Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth
    in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction
    agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’
    or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer. 	N/A
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the
    transaction agreements. 	X
    (solely with respect to remittances)
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified
    in the transaction agreements. 	X
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
    	X
	 	Pool
    Asset Administration	 
	1122(d)(4)(i) 	Collateral
    or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. 	N/A
	1122(d)(4)(ii)	Pool
    assets  and related documents are safeguarded as required by the transaction agreements. 	N/A
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements
    in the transaction agreements. 	N/A
	1122(d)(4)(iv)	Payments
    on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
    	N/A
	1122(d)(4)(v)	The
    Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid
    principal balance. 	N/A
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved
    by authorized personnel in accordance with the transaction agreements and related pool asset documents. 	N/A
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions,
    as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the
    transaction agreements. 	N/A



 






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	Reg
    AB Reference	Servicing
    Criteria	Applicable
    Servicing Criteria
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements.
    Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe
    the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling
    plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). 	N/A
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
    	N/A
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such
    funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days
    specified in the transaction agreements. 	N/A
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as
    indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at
    least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. 	N/A
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds
    and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. 	N/A
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such
    other number of days specified in the transaction agreements. 	N/A
	1122(d)(4)(xiv) 	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. 	N/A
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements. 	N/A


 






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EXHIBIT I


to Sale and Servicing Agreement


 


FORM OF INDENTURE TRUSTEE’S ANNUAL
CERTIFICATION


 


Re:     CNH
Equipment Trust 2022-C


 


Citibank, N.A., not in its
individual capacity but solely as indenture trustee (the “Indenture Trustee”), certifies to CNH Capital Receivables
LLC (the “Seller”), and its officers, with the knowledge and intent that they will rely upon this certification, that:


 


(1)            It
has reviewed the report on assessment of the Indenture Trustee’s compliance provided in accordance with Rules 13a-18 and 15d-18
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
 “Servicing Assessment”), and the registered public accounting firm’s attestation report provided in accordance
with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”)
that were delivered by the Indenture Trustee to the Seller pursuant to the Sale and Servicing Agreement (the “Agreement”),
dated as of November 1, 2022, by and between New Holland Credit Company, LLC, the Seller and CNH Equipment Trust 2022-C (collectively,
the “Indenture Trustee Information”);


 


(2)            There
were no material instances of noncompliance identified in the Servicing Assessment or in the Attestation Report that involved the servicing
of the assets backing the asset-backed securities issued by CNH Equipment Trust 2022-C [, except for [list each applicable 1122 item]]
(collectively, the “Trust Instances Information”)];


 


(3)            [Insert
discussion of any steps taken to remedy each material instance of noncompliance identified in the Indenture Trustee Information for the
current or any preceding year, as well as the current status of those steps (collectively, the “Remedy Information”)];


 


(4)            To
the best of its knowledge, the Indenture Trustee Information, the Trust Instances Information and the Remedy Information, each taken
as a whole, respectively, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of
time covered by the Indenture Trustee Information, the Trust Instances Information or the Remedy Information, respectively; and


 


(5)            To
the best of its knowledge, all of the Indenture Trustee Information required to be provided by the Indenture Trustee under the Agreement
or this Certification has been provided to the Seller.


 






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	CITIBANK, N.A., 	 
	not in its individual capacity but solely as Indenture Trustee	 
	 	 
	Date:	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 






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EXHIBIT J


to Sale and Servicing Agreement


 


CERTIFICATION OF CITIBANK, N.A.


 


__________, 2022


 


CNH Capital Receivables LLC 


6900 Veterans Boulevard 


Burr Ridge, Illinois 60527


 


CNH Industrial Capital America LLC 


6900 Veterans Boulevard 


Burr Ridge, Illinois 60527


 


CNH Equipment Trust 2022-C 


6900 Veterans Boulevard 


Burr Ridge, Illinois 60527


 


Wells Fargo Securities, LLC, as representative of the several underwriters 


550 South Tryon Street 


Charlotte, North Carolina 28202


 


Barclays Capital Inc., as representative of the several underwriters 


745 Seventh Avenue 


New York, New York 10019


 


BMO Capital Markets Corp., as representative of the several underwriters 


151 West 42nd Street

New York, New York 10036


 


SG Americas Securities, LLC, as representative of the several underwriters 


245 Park Avenue 


New York, New York 10167


 






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Re: CNH Equipment Trust 2022-C


 


Ladies and Gentlemen:


 


Reference is made to (i) the
prospectus (subject to completion, dated November 14, 2022) (the “Preliminary Prospectus”) relating to the
Class A Notes offered therein (the “Notes”), and (ii) the final prospectus dated
November 17, 2022 (the “Prospectus”) relating to the Class A Notes.


 


For purposes of this letter,
 “Citibank Information” shall mean (i) the statements contained in the Preliminary Prospectus and Prospectus under the
heading “The Indenture Trustee” (to the extent relating to the Indenture Trustee), attached hereto as Exhibit A,
and (ii) the statements contained in the Preliminary Prospectus and Prospectus under the heading “Legal Proceedings”
(to the extent relating to the Indenture Trustee) attached hereto as Exhibit B.


 


The undersigned hereby certifies
that the Citibank Trust Information does not, as of the date of the Preliminary Prospectus (November 14, 2022) or the date of
the Prospectus (November 17, 2022), (i) contain an untrue statement of a material fact or (ii) omit to state a material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made,
not misleading.


 


 






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	 	Sincerely,
	 	 
	 	CITIBANK, N.A., as Indenture Trustee
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


Letter re: Citi Information


 






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EXHIBIT A


 


The indenture trustee under the indenture pursuant
to which the notes will be issued is Citibank, N.A. (“Citibank”),
a national banking association with its office located at 388 Greenwich Street, New York, NY 10013, and wholly owned subsidiary of Citigroup
Inc., a Delaware corporation. Citibank performs as indenture trustee through the Agency and Trust line of business, a part of Issuer
Services. Citibank has primary corporate trust offices located in both New York and London. Citibank is a leading provider of corporate
trust services offering a full range of agency, fiduciary, tender and exchange, depositary and escrow services. As of the end of the
third quarter of 2022, Citibank’s Agency and Trust group manages in excess of $8 trillion in fixed income and equity investments
on behalf of over 3,000 corporations worldwide. Since 1987, Citibank Agency and Trust has provided corporate trust services for asset-backed
securities containing pool assets consisting of airplane leases, auto loans and leases, boat loans, commercial loans, commodities, credit
cards, durable goods, equipment leases, foreign securities, funding agreement backed note programs, truck loans, utilities, student loans
and commercial and residential mortgages. As of the end of the third quarter of 2022, Citibank acts as indenture trustee and/or paying
agent for approximately 248 various asset backed trusts supported by either auto loans or leases or equipment loans or leases.


 






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EXHIBIT B


 


Not applicable.


 






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Schedule P


 


PERFECTION REPRESENTATION AND WARRANTIES


 


1.            General.
The Sale and Servicing Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in all of CNHCR’s
right, title and interest in, to and under (i) the Receivables, (ii) the security interests in the Financed Equipment granted
by Obligors pursuant to the Receivables and (iii) the Purchase Agreement in favor of the Issuing Entity, which, (a) is enforceable
upon execution of the Sale and Servicing Agreement against creditors of and purchasers from CNHCR, as such enforceability may be limited
by applicable Debtor Relief Laws, now or hereafter in effect, and by general principles of equity (whether considered in a suit at law
or in equity), and (b) upon filing of the financing statements described in clause 4 below will be prior to all other Liens
(other than Liens permitted pursuant to clause 5 below).


 


2.            Characterization.
The Receivables constitute “tangible chattel paper” or “electronic chattel paper”, as the case may be, within
the meaning of UCC Section 9-102. The rights granted under the agreements described in clause 1 (ii) and (iii) constitute
 “general intangibles” within the meaning of UCC Section 9-102.  CNHCR has taken all steps necessary to perfect
its security interest in the property securing the Receivables within 10 days of the Closing Date.


 


3.            Creation.
Immediately prior to the conveyance of the Receivables pursuant to the Sale and Servicing Agreement, CNHCR owns and has good and marketable
title to, or has a valid security interest in, the Receivables free and clear of any Lien, claim or encumbrance of any Person.


 


4.            Perfection.
CNHCR has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to the Issuing
Entity under the Sale and Servicing Agreement in the Receivables.  With respect to the Receivables that constitute tangible chattel
paper, the Servicer or a Subservicer, as custodian, received possession of such original tangible chattel paper and the Issuing Entity
has received a written acknowledgment (which is contained in the Sale and Servicing Agreement) from such custodian that it is acting
solely as agent of the Issuing Entity and the Indenture Trustee.  With respect to the Receivables that constitute electronic chattel
paper, the Servicer, as custodian, has “control” within the meaning of UCC Section 9-105 of such electronic chattel
paper. All financing statements filed under this clause 4 contain a statement that “A purchase of or security interest in
any collateral described in this financing statement will violate the rights of the Secured Party”.


 


5.            Priority.
Other than the security interests granted to the Issuing Entity pursuant to the Sale and Servicing Agreement and any other security interest
which has been released or terminated, CNHCR has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any
of the Receivables. CNHCR has not authorized the filing of and is not aware of any financing statements against CNHCR that include a
description of collateral covering the Receivables other than any financing statement (i) relating to the security interests granted
to the Issuing Entity under the Sale and Servicing Agreement and the security interests granted in connection with the documents relating
to the Prior Securitization, each of which have been released, (ii) that has been terminated or has released the Receivables from
such security interest, or (iii) that has been granted pursuant to the terms of the Basic Documents.  None of the chattel paper
that constitutes or evidences the Receivables has any marks or notations indicating that they have pledged, assigned or otherwise conveyed
to any Person other than the Indenture Trustee.  CNHCR is not aware of any judgment, ERISA or tax lien filings against it.


 






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6.            Survival
of Perfection Representations.  Notwithstanding any other provision of the Sale and Servicing Agreement or any other Basic Document,
the Perfection Representations contained in this Schedule P shall be continuing, and remain in full force and effect (other than with
respect to Reacquired Receivables).


 


7.            No
Waiver.  The parties to the Sale and Servicing Agreement: (i) shall not, without obtaining a confirmation of the then-current
rating of the Notes, waive a material breach of any of the representations and warranties in this Schedule P (the “Perfection
Representations”); (ii) shall provide the Ratings Agencies with prompt written notice of any material breach of the Perfection
Representations, and shall not, without obtaining a confirmation of the then-current rating of the Notes (as determined after any adjustment
or withdrawal of the ratings following notice of such breach) waive a material breach of any of the Perfection Representations.


 


8.            Servicer
to Maintain Perfection and Priority.  The Servicer covenants that, in order to evidence the interests of CNHCR and Issuing Entity
under this Agreement, Servicer shall take such action, or execute and deliver such instruments as may be necessary or advisable (including,
without limitation, such actions as are requested by Issuing Entity) to maintain and perfect, as a first priority interest, Issuing
Entity’s security interest in the Receivables.  Servicer shall, from time to time and within the time limits established by
law, prepare and present to Issuing Entity for Issuing Entity to authorize the Servicer to file all financing statements, amendments,
continuations, financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases,
or any other filings necessary or advisable to continue, maintain and perfect the Issuing Entity’s security interest in the Receivables
as a first-priority interest (each a “Filing”). Issuing Entity shall promptly authorize in writing Servicer to, and
Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR or Issuing Entity where allowed by
applicable law.


 






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