Exhibit
4.5


 





 



 


ASSET
REPRESENTATIONS REVIEW AGREEMENT


 


CNH
EQUIPMENT TRUST 2022-C,


 


as
Issuing Entity


 


and


 


NEW
HOLLAND CREDIT COMPANY, LLC,


 


as
Servicer


 


and


 


CLAYTON
FIXED INCOME SERVICES LLC,


 


as
Asset Representations Reviewer


 









 


Dated
as of November 1, 2022


 









 





 



 






     


     


    

 


TABLE
OF CONTENTS


 


	ARTICLE I.
    USAGE AND DEFINITIONS	1
	 	 	 
	Section 1.01	Usage
    and Definitions	1
	Section 1.02	Definitions	1
	 	 	 
	ARTICLE II.
    ENGAGEMENT; ACCEPTANCE	3
	 	 	 
	Section 2.01	Engagement;
    Acceptance	3
	Section 2.02	Confirmation
    of Status	3
	 	 	 
	ARTICLE III.
    ASSET REPRESENTATIONS REVIEW PROCESS	3
	 	 	 
	Section 3.01	Review
    Notices and Identification of Review Receivables	3
	Section 3.02	Review
    Materials	3
	Section 3.03	Performance
    of Reviews	4
	Section 3.04	Review
    Report	5
	Section 3.05	Review
    Representatives	5
	Section 3.06	Dispute
    Resolution	6
	Section 3.07	Limitations
    on Review Obligations	6
	 	 	 
	ARTICLE IV.
    ASSET REPRESENTATIONS REVIEWER	7
	 	 	 
	Section 4.01	Representations
    and Warranties of the Asset Representations Reviewer	7
	Section 4.02	Fees
    and Expenses	8
	Section 4.03	Limitation
    on Liability	9
	Section 4.04	Indemnification
    by Asset Representations Reviewer	9
	Section 4.05	Indemnification
    of Asset Representations Reviewer	10
	Section 4.06	Inspections
    of Asset Representations Reviewer	10
	Section 4.07	Delegation
    of Obligations	11
	Section 4.08	Confidential
    Information	11
	Section 4.09	Personally
    Identifiable Information	12
	 	 	 
	ARTICLE V.
    REMOVAL, RESIGNATION	14
	 	 	 
	Section 5.01	Eligibility
    of the Asset Representations Reviewer	14
	Section 5.02	Resignation
    and Removal of Asset Representations Reviewer	15
	Section 5.03	Successor
    Asset Representations Reviewer	15
	Section 5.04	Merger,
    Consolidation or Succession	16
	 	 	 
	ARTICLE VI.
    OTHER AGREEMENTS	16
	 	 	 
	Section 6.01	Independence
    of the Asset Representations Reviewer	16
	Section 6.02	No
    Petition	16
	Section 6.03	Limitation
    of Liability of Trustee	16
	Section 6.04	Termination
    of Agreement	17
	 	 
	ARTICLE VII.
    MISCELLANEOUS PROVISIONS	17
	 	 	 
	Section 7.01	Amendments	17
	Section 7.02	Assignment;
    Benefit of Agreement; Third Party Beneficiaries	17
	Section 7.03	Notices	18
	Section 7.04	GOVERNING
    LAW	18




 






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	Section 7.05	WAIVER
    OF JURY TRIAL	18
	Section 7.06	No
    Waiver; Remedies	18
	Section 7.07	Severability	19
	Section 7.08	Headings	19
	Section 7.09	Counterparts	19
	Section 7.10	Electronic
    Signatures	19
	 	 	 
	Schedule
    A – Review Materials 	 
	Schedule
    B – Representations, Warranties and Tests	 




 






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This
ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 1st day of November 2022,
by and among CNH EQUIPMENT TRUST 2022-C, a Delaware statutory trust (the “Issuing Entity”), NEW HOLLAND CREDIT COMPANY,
LLC, a Delaware limited liability company (the “Servicer”) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited
liability company (the “Asset Representations Reviewer”).


 


WHEREAS,
the Issuing Entity will engage the Asset Representations Reviewer to perform reviews of certain Receivables for compliance with certain
representations and warranties made with respect thereto; and


 


WHEREAS,
the Asset Representations Reviewer desires to perform such reviews of Receivables in accordance with the terms of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


ARTICLE I.


 


USAGE
AND DEFINITIONS


 


Section 1.01     Usage
and Definitions.


 


Capitalized
terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Sale and Servicing Agreement.


 


Section 1.02     Definitions.


 


Whenever
used in this Agreement, the following words and phrases shall have the following meanings:


 


“Annual
Fee” has the meaning stated in Section 4.02(a).


 


“Confidential
Information” has the meaning stated in Section 4.08(b).


 


“Eligible
Representations” shall mean those representations identified within the “Tests” included in Schedule B.


 


“Indemnified
Person” has the meaning stated in Section 4.05(a).


 


“Indenture”
means the Indenture, dated as of November 1, 2022, between the Issuing Entity and the Indenture Trustee, as the same may be amended,
supplemented or modified from time to time.


 


“Indenture
Trustee” means Citibank, N.A., as indenture trustee under the Indenture, and any successor thereto.


 






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“Information
Recipients” has the meaning stated in Section 4.08(a).


 


“Issuing
Entity PII” has the meaning stated in Section 4.09(a).


 


“PII”
has the meaning stated in Section 4.09(a).


 


“Review”
means the completion by the Asset Representations Reviewer of the procedures listed under “Tests” in Schedule B for each
Review Receivable as further described in Section 3.03.


 


“Review
Fee” has the meaning stated in Section 4.02(b).


 


“Review
Materials” means the documents, data, and other information required for each “Test” in Schedule A.


 


“Review
Notice” means a notice delivered to the Asset Representations Reviewer by the Indenture Trustee pursuant to Section 7.7
of the Indenture.


 


“Review
Receivables” means those Receivables identified by the Servicer as requiring a Review by the Asset Representations Reviewer
following receipt of a Review Notice according to Section 3.01.


 


“Review
Report” has the meaning stated in Section 3.04.


 


“Sale
and Servicing Agreement” means the Sale and Servicing Agreement, dated as of November 1, 2022 among the Issuing Entity,
the Seller and the Servicer.


 


“Test
Complete” has the meaning stated in Section 3.03(c).


 


“Test
Fail” has the meaning stated in Section 3.03(a).


 


“Test
Pass” has the meaning stated in Section 3.03(a).


 


“Tests”
mean the procedures listed in Schedule B as applied to the process described in Section 3.03.


 


“Unpaid
Amounts” means, on such date, unpaid Review Fees that are to be treated as Unpaid Amounts pursuant to Section 4.02(b),
plus unpaid travel expenses that are to be treated as Unpaid Amounts pursuant to Section 4.02(c), plus unpaid expenses that are
to be treated as Unpaid Amounts pursuant to Section 4.02(d).


 






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ARTICLE II.


 


ENGAGEMENT;
ACCEPTANCE 


 


Section 2.01     Engagement;
Acceptance.


 


The
Issuing Entity hereby engages Clayton Fixed Income Services LLC to act as the Asset Representations Reviewer for the Issuing Entity.
Clayton Fixed Income Services LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer
on the terms stated in this Agreement.


 


Section 2.02     Confirmation
of Status.


 


The
parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables for compliance with
the representations and warranties under the Basic Documents, except as described in this Agreement, or (b) determining whether
noncompliance with the representations or warranties constitutes a breach of the Basic Documents.


 


ARTICLE III.


 


ASSET
REPRESENTATIONS REVIEW PROCESS


 


Section 3.01     Review
Notices and Identification of Review Receivables.


 


On
receipt of a Review Notice from the Indenture Trustee according to Section 7.7 of the Indenture, the Asset Representations Reviewer
will start a Review. The Asset Representations Reviewer will not be obligated to start a Review until a Review Notice is received. The
Servicer will provide the list of Review Receivables to the Asset Representations Reviewer within ten (10) Business Days of receipt
of the Review Notice.


 


Section 3.02     Review
Materials.


 


(a)            Access
to Review Materials. Within 60 days of the delivery of a Review Notice, the Servicer will provide the Asset Representations Reviewer
with access to the Review Materials for all Review Receivables in one or more of the following ways: (i) by providing access to
the Servicer’s systems, either remotely or at an office of the Servicer, (ii) by electronic posting to a password-protected
website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies at an office of the
Servicer or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer. The Servicer may redact or remove
PII from the Review Materials without changing the meaning or usefulness of the Review Materials.


 


(b)            Missing
or Insufficient Review Materials. The Asset Representations Reviewer will review the Review Materials to determine if any Review
Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test. If the Asset Representations Reviewer
determines any missing or insufficient Review Materials, the Asset Representations Reviewer will notify the Servicer promptly, and in
any event no less than twenty 


 






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(20) days before completing the Review. The Servicer will have fifteen (15) days to give the Asset Representations
Reviewer access to the missing Review Materials or other documents or information to correct the insufficiency. If the missing Review
Materials or other documents have not been provided by the Servicer within fifteen (15) days, the related Review Report will report a
Test Fail for each Test that requires use of the missing or insufficient Review Materials.


 


Section 3.03     Performance
of Reviews.


 


(a)            Test
Procedures. For a Review, the Asset Representations Reviewer will perform, for each Review Receivable, the procedures listed under
 “Tests” in Schedule B for each Eligible Representation. In the course of its review, the Asset Representations Reviewer will
use the Review Materials listed in Schedule A. For each Test and Review Receivable, the Asset Representations Reviewer will determine
if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”).


 


(b)            Review
Period. The Asset Representations Reviewer will complete the Review within 60 days of receiving access to the Review Materials. However,
if additional Review Materials are provided to the Asset Representations Reviewer as described in Section 3.02(b), the Review period
will be extended for an additional 30 days.


 


(c)            Completion
of Review for Certain Review Receivables. Following the delivery of the list of the Review Receivables and before the delivery of
the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Review Receivable
is paid in full by the Obligor or purchased from the Issuing Entity in accordance with the terms of the Basic Documents. On receipt of
such notice, the Asset Representations Reviewer will immediately terminate all Tests of the related Review Receivable, and the Review
of such Review Receivables will be considered complete (a “Test Complete”). In this case, the related Review Report
will indicate a Test Complete for such Review Receivable and the related reason.


 


(d)            Previously
Reviewed Receivables; Duplicative Tests. If any Review Receivable was included in a prior Review, the Asset Representations Reviewer
will not conduct additional Tests on such Review Receivable, but will include the previously reported Test results in the Review Report
for the current Review. Subject to the following sentence, if the same Test is required for more than one representation and warranty,
the Asset Representations Reviewer will only perform the Test once for each Review Receivable, but will report the results of the Test
for each applicable representation and warranty on the Review Report. If the Review Receivable is the subject of a representation or
warranty as of a date after the completion of the prior Review, or the Asset Representations Reviewer has reason to believe that a prior
Review was conducted in a manner that would not have ascertained compliance with a specific representation or warranty, a new Review
will be conducted for such Review Receivable and shall be included in the Review Report.


 


(e)            Termination
of Review. If a Review is in process and the Notes will be paid in full on the next Payment Date, the Servicer or the Administrator
will notify the Asset


 






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Representations Reviewer no less than ten (10) days before that Payment Date. On receipt of such notice, the
Asset Representations Reviewer will terminate the Review immediately and will not be obligated to deliver a Review Report. If the Notes
are not paid in full on such next Payment Date, the Servicer will promptly notify the Asset Representations Reviewer, and on receipt
of such notice, the Asset Representations Reviewer will recommence the Review immediately and will be obligated to deliver a Review Report.


 


(f)            Review
Systems; Personnel. The Asset Representations Reviewer will maintain business process management and/or other systems necessary to
ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations
Reviewer will ensure that these systems allow for each Review Receivable and the related Review Materials to be individually tracked
and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained
to conduct Reviews as required by this Agreement.


 


Section 3.04     Review
Report.


 


Within
five (5) days after the end of the applicable Review period under Section 3.03(b), the Asset Representations Reviewer will
deliver to the Issuing Entity and the Servicer a Review Report indicating for each Review Receivable whether there was a Test Pass, Test
Fail or Test Complete for each related Test. For each Test Fail or Test Complete, the Review Report will indicate (i) the related
reason, including (for example) whether the Review Receivable was a Test Fail as a result of missing or incomplete Review Materials,
and (ii) as to which representation(s) the Test Fail or Test Complete is applicable. The Review Report will contain a summary
of the Review results to be included in the Issuing Entity’s Form 10-D report for the Collection Period in which the Review
Report is received. The Asset Representations Reviewer will ensure that the Review Report does not contain any PII. On reasonable request
of the Servicer, the Asset Representations Reviewer will provide additional details on the Test results.


 


Section 3.05     Review
Representatives.


 


(a)            Servicer
Representative. The Servicer will designate one or more representatives who will be available to assist the Asset Representations
Reviewer in performing the Review, including responding to requests and answering questions from the Asset Representations Reviewer about
access to Review Materials on the Servicer’s originations, receivables or other systems, obtaining missing or insufficient Review
Materials and/or providing clarification of any Review Materials or Tests.


 


(b)            Asset
Representations Review Representative. The Asset Representations Reviewer will designate one or more representatives who will be
available to the Issuing Entity, the Servicer and the Administrator during the performance of a Review.


 


(c)            Questions
About Review. The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions
or requests for clarification of any Review Report from the Indenture Trustee or the Servicer until the earlier of (i) the payment
in full of the Notes and (ii) one (1) year after the delivery of the Review Report. The Asset Representations Reviewer will
not be obligated to respond to questions or requests for 


 






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clarification from Noteholders or any other Person and will direct such Persons
to submit written questions or requests to the Indenture Trustee.


 


Section 3.06     Dispute
Resolution. 


 


If
a Review Receivable that was the subject of a Review becomes the subject of a dispute resolution proceeding under Section 3.3 of
the Sale and Servicing Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request
of a party to the proceeding. The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its participation in any
dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid by a party
to the dispute resolution as determined by the mediator or arbitrator for the dispute resolution according to Section 3.3 of the
Sale and Servicing Agreement. If not paid by a party to the dispute resolution, the expenses will be reimbursed according to Section 4.02(d) of
this Agreement.


 


Section 3.07     Limitations
on Review Obligations.


 


(a)            Review
Process Limitations. The Asset Representations Reviewer will have no obligation (i) to determine whether a Delinquency Trigger
has occurred or whether the required percentage of Noteholders has voted to direct a Review under the Indenture, (ii) to determine
which Receivables are subject to a Review, (iii) to obtain or confirm the validity of the Review Materials, (iv) to obtain
missing or insufficient Review Materials except as specifically described herein, (v) to take any action or cause any other party
to take any action under any of the Basic Documents to enforce any remedies for breaches of representations or warranties about the Eligible
Representations, (vi) to determine the reason for the delinquency of any Review Receivable, the creditworthiness of any Obligor,
the overall quality of any Review Receivable or the compliance by the Servicer with its covenants with respect to the servicing of such
Review Receivable, or (vii) to establish materiality or recourse for any failed Test as described in Section 3.03.


 


(b)            Testing
Procedure Limitations. The Asset Representations Reviewer will only be required to perform the “Tests” listed under Schedule
B, and will not be obligated to perform additional procedures on any Review Receivable or to provide any information other than a Review
Report. However, the Asset Representations Reviewer may provide additional information in a Review Report about any Review Receivable
that it determines in good faith to be material to the Review and may re-perform a Review with respect to a Review Receivable as contemplated
by Section 3.03(d).


 


(c)            Maintenance
of Review Materials. It will maintain copies of any Review Materials, Review Reports and other documents relating to a Review, including
internal correspondence and work papers, for a period of two (2) years after the delivery of any Review Report.


 


(d)            Reliance
on Review Materials. The Asset Representations Reviewer is entitled to rely on the Review Materials provided by the Servicer in connection
with any Review. The Asset Representations Reviewer shall have no duty to verify or determine whether any document


 






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 that it reviews is
forged or fraudulent and the Asset Representations Reviewer shall not be liable for, any inaccurate, incomplete, forged or fraudulent
Review Materials.


 


ARTICLE IV.


 


ASSET
REPRESENTATIONS REVIEWER 


 


Section 4.01     Representations
and Warranties of the Asset Representations Reviewer.


 


The
Asset Representations Reviewer hereby makes the following representations and warranties as of the Closing Date:


 


(a)            Organization
and Qualification. The Asset Representations Reviewer is duly organized and validly existing as a limited liability company in good
standing under the laws of State of Delaware. The Asset Representations Reviewer is qualified 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 its properties
or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses
or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability
to perform its obligations under this Agreement.


 


(b)            Power,
Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute, deliver and perform its
obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement.
This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations
Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’
rights or by general equitable principles.


 


(c)            No
Conflicts and No Violation. The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations
Reviewer’s obligations under this Agreement will not (i) conflict with, or be a breach or default under, any indenture, loan
agreement, guarantee or similar document under which the Asset Representations Reviewer is a debtor or guarantor, (ii) result in
the creation or imposition of a Lien on the properties or assets of the Asset Representations Reviewer under the terms of any indenture,
loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer
or (iv) violate a law or, to the Asset Representations Reviewer’s knowledge, an order, rule or regulation of a federal
or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations
Reviewer or its property that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have
a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.


 






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(d)           No
Proceedings. To the Asset Representations Reviewer’s knowledge, there are no proceedings or investigations pending or threatened
in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction
over the Asset Representations Reviewer or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent
the completion of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably
be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under,
or the validity or enforceability of, this Agreement.


 


(e)            Eligibility.
The Asset Representations Reviewer meets the eligibility requirements in Section 5.01, and will notify the Issuing Entity and the
Servicer promptly if it no longer meets, or reasonably expects that it will no longer meet, the eligibility requirements in Section 5.01.


 


Section 4.02     Fees
and Expenses.


 


(a)            Annual
Fee.


 


(i)            The
Asset Representations Reviewer shall receive as compensation for its services hereunder an annual fee of $5,000 (the “Annual
Fee”) as has been separately agreed upon before the date hereof between the Servicer and the Asset Representations Reviewer.


 


(ii)            If
there are any Unpaid Amounts due to the Asset Representations Reviewer as described in this Section 4.02 and such Unpaid Amounts
are not paid to the Asset Representations Reviewer within ninety (90) days of when required under the Basic Documents, such Unpaid Amounts
then due and payable shall be paid by the Servicer pursuant to a separate written agreement between the Servicer and the Asset Representations
Reviewer.


 


(b)            Review
Fee. Following the completion of a Review and the delivery of the related Review Report pursuant to Section 3.04, or the termination
of a Review according to Section 3.03(e), and the delivery to the Indenture Trustee and the Servicer of a detailed invoice, the
Asset Representations Reviewer will be entitled to a fee of $200.00 for each Review Receivable for which the Review was started (the
 “Review Fee”). However, no Review Fee will be charged for any Review Receivable which was included in a prior Review,
unless an additional Review is required under Section 3.03(d), or for which no Tests were completed prior to the Asset Representations
Reviewer being notified of a termination of the Review according to Section 3.03(e) or due to missing or insufficient Review
Materials under Section 3.02(b). If the detailed invoice is submitted on or before the first day of a month, the Review Fee will
be paid by the Issuing Entity pursuant to Section 5.6(b) of the Sale and Servicing Agreement from any amounts available thereunder
pursuant to Sections 5.6(b)(i) and (xi) by or on the next Payment Date; however, if all or a portion of such Review Fee
that is then due and payable is not paid within ninety (90) days of such Payment Date, then such unpaid Review Fees will be treated as
Unpaid Amounts and paid as required under Section 4.02(a)(ii) hereunder. However, if a Review is terminated according to Section 3.03(e),
the Asset Representations Reviewer must submit its invoice to the Indenture Trustee and the Servicer for the Review Fee for the terminated
Review no later than ten (10) Business Days before the final Payment Date to be reimbursed on such final Payment Date, and notwithstanding
the preceding, the Issuing Entity will pay such amounts 


 






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 pursuant to
Section 9.1(b)(iii) of the Sale and Servicing Agreement from any amounts available thereunder by or on the final Payment
Date, but if for any reason the Issuing Entity does not pay such amounts in full, then any remaining such amounts that are still
unpaid will be treated as Unpaid Amounts and paid as required under Section 4.02(a)(ii) hereunder.


 


(c)            Reimbursement
of Travel Expenses. If the Servicer provides access to the Review Materials at one of its properties, if a detailed invoice is submitted
on or before the first day of a month, the Issuing Entity will reimburse the Asset Representations Reviewer for its reasonable travel
expenses incurred in connection with the Review pursuant to Section 5.6(b) of the Sale and Servicing Agreement from any amounts
available thereunder pursuant to Sections 5.6(b)(i) and (xi) by or on the next Payment Date, however if all or a portion
of such travel expenses that are then due and payable are not paid within 90 days of such Payment Date, then such unpaid travel expenses
will be treated as Unpaid Amounts and paid as required under Section 4.02(a)(ii) hereunder.


 


 


(d)            Dispute
Resolution Expenses. If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.06
of this Agreement and its reasonable out-of-pocket expenses for participating in the proceeding are not paid by a party to the dispute
resolution within ninety (90) days after the end of the proceeding, if a detailed invoice is submitted on or before the first day of
a month, the Issuing Entity will reimburse the Asset Representations Reviewer for such expenses pursuant to Section 5.6(b) of
the Sale and Servicing Agreement from any amounts available thereunder pursuant to Sections 5.6(b)(i) and (xi) by or on
the next Payment Date, however if all or a portion of such expenses that are then due and payable are not paid within ninety (90) days
of such Payment Date, then such unpaid expenses will be treated as Unpaid Amounts and paid as required under Section 4.02(a)(ii) hereunder.


 


Section 4.03     Limitation
on Liability.


 


The
Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement
or for errors in judgment. However, the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or negligence
in performing its obligations under this Agreement. In no event will the Asset Representations Reviewer be liable for special, indirect
or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood
of the loss or damage and regardless of the form of action.


 


Section 4.04     Indemnification
by Asset Representations Reviewer.


 


The
Asset Representations Reviewer will indemnify each of the Issuing Entity, the Depositor, the Servicer, the Administrator, the Trustee
and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and
liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing
its obligations under this Agreement and (b) the Asset Representations Reviewer’s breach of any of its representations or
warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.04 will survive the termination
of this Agreement, the termination of the Issuing Entity and the resignation or removal of the Asset Representations Reviewer.


 






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Section 4.05     Indemnification
of Asset Representations Reviewer.


 


(a)            Indemnification.
The Issuing Entity will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “Indemnified
Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under
this Agreement (including the fees and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense,
loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence
or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. If all
or a portion of indemnities due to the Asset Representations Reviewer is not paid to the Asset Representations Reviewer within 90 days
of when required under the Basic Documents, or if the annual maximum allotted to the Asset Representations Reviewer is exceeded in any
calendar year, then the unpaid portion of such indemnities then due and payable shall be paid by CNHICA. 


 


(b)            Proceedings.
Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made
under Section 4.05(a), notify the Issuing Entity and the Administrator of the Proceeding. The Issuing Entity and/or the Administrator
may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuing Entity or the Administrator notifies
the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified
Person, and so long as the Issuing Entity, the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably
satisfactory to the Indemnified Person, the Issuing Entity and the Administrator will not be liable for fees and expenses of counsel
to the Indemnified Person unless there is a conflict between the interests of the Issuing Entity or the Administrator, as applicable,
and an Indemnified Person. If there is a conflict, the Issuing Entity, the Servicer or the Administrator will pay for the reasonable
fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made without the approval of the
Issuing Entity and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld.


 


(c)            Survival
of Obligations. The Issuing Entity’s and the Administrator’s obligations under this Section 4.05 will survive the
resignation or removal of the Asset Representations Reviewer and the termination of this Agreement.


 


(d)            Repayment. 
If the Issuing Entity or the Administrator makes any payment under this Section 4.05 and the Indemnified Person later collects any
of the amounts for which the payments were made to it from others, the Indemnified Person will promptly repay the amounts to the Issuing
Entity or the Administrator, as applicable.
 


Section 4.06     Inspections
of Asset Representations Reviewer. The Asset Representations Reviewer agrees that, with reasonable advance notice not more than once
during any year, it will permit authorized representatives of the Issuing Entity, the Servicer or the Administrator, during the Asset
Representations Reviewer's normal business hours, to examine and review the books of account, records, reports and other documents and
materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations 



 






    10


     


    

 


Reviewer's obligations under
this Agreement, (b) payments of fees and expenses of
the Asset Representations Reviewer for its performance and (c) a claim made by the Asset Representations Reviewer under this
Agreement. In addition, the Asset Representations Reviewer will permit the Issuing Entity's, the Servicer's or the Administrator's
representatives to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer's
officers and employees. Each of the Issuing Entity, the Servicer and the Administrator will, and will cause its authorized
representatives to, hold in confidence the information except if disclosure may be required by law or if the Issuing Entity, the
Servicer or the Administrator reasonably determines that it is required to make the disclosure under this Agreement or the other
Basic Documents. The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and
materials for a period of at least two years after the termination of its obligations under this Agreement.


 


Section 4.07     Delegation
of Obligations. The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person
without the consent of the Issuing Entity and the Servicer.


 


Section 4.08     Confidential
Information.


 


(a)            Treatment.
The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and
under the terms and conditions of this Section 4.08, and will implement and maintain safeguards to further assure the confidentiality
of the Confidential Information. The Confidential Information will not, without the prior consent of the Issuing Entity and the Servicer,
be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or Affiliates,
including legal counsel (collectively, the "Information Recipients") other than for the purposes of performing Reviews
of Review Receivables or performing its obligations under this Agreement. The Asset Representations Reviewer agrees that it will not,
and will cause its Affiliates to not (i) purchase or sell securities issued by CNH Industrial N.V. or its Affiliates or special
purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research
reports, newsletters or other publications or similar communications.


 


(b)            Definition.
 "Confidential Information" means oral, written and electronic materials (irrespective of its source or form of communication)
furnished before, on or after the date of this Agreement to the Asset Representations Reviewer for the purposes contemplated by this
Agreement, including:


 


(i)            lists
of Review Receivables and any related Review Materials;


 


(ii)           origination
and servicing guidelines, policies and procedures, and form contracts; and


 


(iii)          notes,
analyses, compilations, studies or other documents or records prepared by the Servicer, which contain information supplied by or on behalf
of the Servicer or its representatives.


 






    11


     


    

 


However,
Confidential Information will not include information that (A) is or becomes generally available to the public other than as a result
of disclosure by the Information Recipients, (B) was available to, or becomes available to, the Information Recipients on a non-confidential
basis from a Person or entity other than the Issuing Entity or the Servicer before its disclosure to the Information Recipients who,
to the knowledge of the Information Recipient is not bound by a confidentiality agreement with the Issuing Entity or the Servicer and
is not prohibited from transmitting the information to the Information Recipients, (C) is independently developed by the Information
Recipients without the use of the Confidential Information, as shown by the Information Recipients' files and records or other evidence
in the Information Recipients' possession or (D) the Issuing Entity or the Servicer provides permission to the applicable Information
Recipients to release. 


 


(c)            Protection.
The Asset Representations Reviewer will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use
of Confidential Information, including those measures that it takes to protect its own confidential information and not less than a reasonable
standard of care. The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional
requirements in Section 4.09.


 


(d)            Disclosure.
If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental,
regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information. However,
before a required disclosure, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its reasonable
efforts to provide the Issuing Entity and the Servicer with notice of the requirement and will cooperate, at the Servicer's expense,
in the Issuing Entity's and the Servicer's pursuit of a proper protective order or other relief for the disclosure of the Confidential
Information. If the Issuing Entity or the Servicer is unable to obtain a protective order or other proper remedy by the date that the
information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information
that it is advised by its legal counsel it is legally required to disclose.


 


(e)            Responsibility
for Information Recipients. The Asset Representations Reviewer will be responsible for a breach of this Section 4.08 by its
Information Recipients.


 


(f)            Violation.
The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Issuing Entity and the
Servicer and the Issuing Entity and the Servicer may seek injunctive relief in addition to legal remedies. If an action is initiated
by the Issuing Entity or the Servicer to enforce this Section 4.08, the prevailing party will be reimbursed for its fees and expenses,
including reasonable attorney's fees, incurred for the enforcement.


 


Section 4.09     Personally
Identifiable Information.


 


(a)            Definitions.
 "Personally Identifiable Information" or "PII" means information in any format about an identifiable
individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or
assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with
other information could identify an individual. "Issuing Entity PII" means 


 






    12


     


    

 


PII furnished by the Issuing Entity, the
Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset
Representations Reviewer in performing its obligations under this Agreement.


 


(b)            Use
of Issuing Entity PII. The Issuing Entity does not grant the Asset Representations Reviewer any rights to Issuing Entity PII except
as provided in this Agreement. The Asset Representations Reviewer will use Issuing Entity PII only to perform its obligations under this
Agreement or as specifically directed in writing by the Issuing Entity and will only reproduce Issuing Entity PII to the extent necessary
for these purposes. The Asset Representations Reviewer must comply with all laws applicable to PII, Issuing Entity PII and the Asset
Representations Reviewer's business, including any legally required codes of conduct, including those relating to privacy, security and
data protection. The Asset Representations Reviewer will protect and secure Issuing Entity PII. The Asset Representations Reviewer will
implement privacy or data protection policies and procedures that comply with applicable law and this Agreement. The Asset Representations
Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical
and physical safeguards to (i) protect the security, confidentiality and integrity of Issuing Entity PII, (ii) ensure against
anticipated threats or hazards to the security or integrity of Issuing Entity PII, (iii) protect against unauthorized access to
or use of Issuing Entity PII and (iv) otherwise comply with its obligations under this Agreement. These safeguards include a written
data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection,
data storage protection and data transmission protection) and physical security measures. 


 


(c)            Additional
Limitations. In addition to the use and protection requirements described in Section 4.09(b), the Asset Representations Reviewer's
disclosure of Issuing Entity PII is also subject to the following requirements:


 


(i)            The
Asset Representations Reviewer will not disclose Issuing Entity PII to its personnel or allow its personnel access to Issuing Entity
PII except (A) for the Asset Representations Reviewer personnel who require Issuing Entity PII to perform a Review, (B) with
the prior consent of the Issuing Entity or (C) as required by applicable law. When permitted, the disclosure of or access to Issuing
Entity PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations
Reviewer will inform personnel with access to Issuing Entity PII of the confidentiality requirements in this Agreement and train its
personnel with access to Issuing Entity PII on the proper use and protection of Issuing Entity PII.


 


(ii)           The
Asset Representations Reviewer will not sell, disclose, provide or exchange Issuing Entity PII with or to any third party without the
prior consent of the Issuing Entity.


 


(d)            Notice
of Breach. The Asset Representations Reviewer will notify the Issuing Entity promptly in the event of an actual or reasonably suspected
security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuing Entity
PII and, where applicable, immediately take action to prevent any further breach.


 






    13


     


    

 


(e)            Return
or Disposal of Issuing Entity PII. Except where return or disposal is prohibited by applicable law, promptly on the earlier of the
completion of the Review or the request of the Issuing Entity, all Issuing Entity PII in any medium in the Asset Representations Reviewer's
possession or under its control will be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed
by the Issuing Entity, returned to the Issuing Entity without the Asset Representations Reviewer retaining any actual or recoverable
copies, in both cases, without charge to the Issuing Entity. Where the Asset Representations Reviewer retains Issuing Entity PII, the
Asset Representations Reviewer will limit the Asset Representations Reviewer's further use or disclosure of Issuing Entity PII to that
required by applicable law.


 


(f)            Compliance;
Modification. The Asset Representations Reviewer will cooperate with and provide information to the Issuing Entity regarding the
Asset Representations Reviewer's compliance with this Section 4.09. The Asset Representations Reviewer and the Issuing Entity agree
to modify this Section 4.09 as necessary for either party to comply with applicable law.


 


(g)            Audit
of Asset Representations Reviewer. The Asset Representations Reviewer will permit the Issuing Entity and its authorized representatives
to audit the Asset Representations Reviewer's compliance with this Section 4.09 during the Asset Representations Reviewer's normal
business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances
necessitate additional audits. The Issuing Entity agrees to make reasonable efforts to schedule any audit described in this Section 4.09
with the inspections described in Section 4.06. The Asset Representations Reviewer will also permit the Issuing Entity during normal
business hours on reasonable advance written notice to audit any service providers used by the Asset Representations Reviewer to fulfill
the Asset Representations Reviewer's obligations under this Agreement.


 


(h)            Affiliates
and Third Parties. If the Asset Representations Reviewer processes the PII of the Issuing Entity's Affiliates or a third party when
performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third
party is an intended third-party beneficiary of this Section 4.09, and this Agreement is intended to benefit the Affiliate or third
party. The Affiliate or third party may enforce the PII related terms of this Section 4.09 against the Asset Representations Reviewer
as if each were a signatory to this Agreement.


 


ARTICLE V.


 


REMOVAL,
RESIGNATION


 


Section 5.01     Eligibility
of the Asset Representations Reviewer.


 


The
Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Sponsor, the Depositor, the Servicer, the Indenture
Trustee, the Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by the Sponsor
or any underwriter to perform any due diligence on the Receivables prior to the Closing Date.


 






    14


     


    

 


Section 5.02     Resignation
and Removal of Asset Representations Reviewer.


 


(a)            No
Resignation. The Asset Representations Reviewer will not resign as Asset Representations Reviewer unless it determines it is legally
unable to perform its obligations under this Agreement and there is no reasonable action that it could take to make the performance of
its obligations under this Agreement permitted under applicable law. In such event, the Asset Representations Reviewer will deliver a
notice of its resignation to the Issuing Entity and the Servicer, together with an Opinion of Counsel supporting its determination.


 


(b)            Removal.
If any of the following events occur, the Issuing Entity, by notice to the Asset Representations Reviewer, may remove the Asset Representations
Reviewer and terminate its rights and obligations under this Agreement:


 


(i)            the
Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.01;


 


(ii)           the
Asset Representations Reviewer breaches of any of its representations, warranties, covenants or obligations in this Agreement; or


 


(iii)          an
Insolvency Event of the Asset Representations Reviewer occurs.


 


(c)            Notice
of Resignation or Removal. The Issuing Entity will notify the Servicer, the Trustee and the Indenture Trustee of any resignation
or removal of the Asset Representations Reviewer.


 


(d)            Continue
to Perform After Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective, and the
Asset Representations Reviewer will continue to perform its obligations under this Agreement, until a successor Asset Representations
Reviewer has accepted its engagement according to Section 5.03(b).


 


Section 5.03     Successor
Asset Representations Reviewer.


 


(a)            Engagement
of Successor Asset Representations Reviewer. Following the resignation or removal of the Asset Representations Reviewer, the Issuing
Entity will engage a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.01.


 


(b)            Effectiveness
of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective until the successor
Asset Representations Reviewer has executed and delivered to the Issuing Entity and the Servicer an agreement accepting its engagement
and agreeing to perform the obligations of the Asset Representations Reviewer under this Agreement or entering into a new agreement with
the Issuing Entity on substantially the same terms as this Agreement.


 


(c)            Transition
and Expenses. If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with
the Issuing Entity and the Servicer and take all actions reasonably requested to assist the Issuing Entity in making an orderly transition
of the Asset Representations Reviewer’s rights and obligations under this


 






    15


     


    

 


Agreement to the successor Asset Representations Reviewer.
The Asset Representations Reviewer will pay the reasonable expenses of transitioning the Asset Representations Reviewer’s obligations
under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with
reasonable detail of the expenses from the Issuing Entity and the Servicer or the successor Asset Representations Reviewer.


 


Section 5.04     Merger,
Consolidation or Succession. Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting
from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the
Asset Representations Reviewer, if that Person meets the eligibility requirements in Section 5.01, will be the successor to the
Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Issuing Entity, the Servicer and the
Administrator an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption
happens by operation of law).


 


ARTICLE VI.


 


OTHER
AGREEMENTS 


 


Section 6.01     Independence
of the Asset Representations Reviewer.


 


The
Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuing Entity for
the manner in which it accomplishes the performance of its obligations under this Agreement. Unless expressly authorized by the Issuing
Entity, the Asset Representations Reviewer will have no authority to act for or represent the Issuing Entity and will not be considered
an agent of the Issuing Entity. Nothing in this Agreement will make the Asset Representations Reviewer and the Issuing Entity members
of any partnership, joint venture or other separate entity or impose any liability as such on any of them.


 


Section 6.02     No
Petition.


 


Each
of the parties agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment
in full of all securities issued by the Depositor, the Issuing Entity or by a trust for which the Depositor was a depositor, it will
not start or pursue against, or join any other Person in starting or pursuing against the Depositor or the Issuing Entity, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law. This Section 6.02
will survive the termination of this Agreement.


 


Section 6.03    Limitation
of Liability of Trustee.


 


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 


 






    16


     


    

 


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.


 


Section 6.04     Termination
of Agreement.


 


This
Agreement will terminate, except for the obligations under Section 4.04, on the earlier of (a) the payment in full of all Outstanding
Notes and the satisfaction and discharge of the Indenture and (b) the date the Issuing Entity is terminated under the Trust Agreement.


 


ARTICLE VII.


 


MISCELLANEOUS
PROVISIONS


 


Section 7.01     Amendments.


 


(a)          The
parties may amend this Agreement:


 


(i)            to
clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be defective or inconsistent with
the other terms of this Agreement or to provide for, or facilitate the acceptance of this Agreement by, a successor Asset Representations
Reviewer, in each case without the consent of the Noteholders or any other Person;


 


(ii)           to
add, change or eliminate terms of this Agreement, in each case without the consent of the Noteholders or any other Person, if (A) the
Administrator delivers an Officer’s Certificate to the Issuing Entity, the Trustee and the Indenture Trustee stating that the amendment
will not have a material adverse effect on the Noteholders or (B) the Rating Agency Condition is satisfied; or


 


(iii)          to
add, change or eliminate terms of this Agreement for which an Officer’s Certificate is not or cannot be delivered, or the Rating
Agency Condition has not been satisfied, under Section 7.01(a)(ii), with the consent of Noteholders holding Notes evidencing not
less than a majority of the Note Balance.


 


Section 7.02     Assignment;
Benefit of Agreement; Third Party Beneficiaries.


 


(a)          Assignment.
Except as stated in Section 5.04, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of
the Issuing Entity and the Servicer.


 






    17


     


    

 


(b)          Benefit
of Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding on the parties and their permitted
successors and assigns. The Trustee and the Indenture Trustee, for the benefit of the Noteholders, will be third-party beneficiaries
of this Agreement and may enforce this Agreement against the Asset Representations Reviewer and the Servicer. No other Person will have
any right or obligation under this Agreement.


 


Section 7.03     Notices.


 


(a)          Notices
to Parties. All notices, requests, demands, consents, waivers or other communications to or from the parties must be in writing and
will be considered given:


 


(i)            for
overnight mail, on delivery or, for registered first class mail, postage prepaid, three (3) days after deposit in the mail;


 


(ii)           for
a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;


 


(iii)          for
an email, when receipt is confirmed by telephone or reply email from the recipient; and


 


(iv)          for
an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement
of confirmation of receipt) stating that the electronic posting has occurred.


 


(b)          Notice
Addresses. Any notice, request, demand, consent, waiver or other communication will be addressed as stated in the Sale and Servicing
Agreement or the Administration Agreement, as applicable, or to another address as a party may give by notice to the other parties.


 


Section 7.04     GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


Section 7.05     WAIVER
OF JURY TRIAL. Each party irrevocably waives, to the fullest extent permitted by law, THE
right to trial by jury in legal proceeding relating to this agreement.


 


Section 7.06     No
Waiver; Remedies. No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate as a
waiver. No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or
remedy or the exercise of any other power, right or remedy. The powers, rights and remedies under this Agreement are in addition to any
powers, rights and remedies under law.


 






    18


     


    

 


Section 7.07     Severability.
If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement
and will not affect the validity, legality or enforceability of the remaining Agreement.


 


Section 7.08     Headings.
The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.


 


Section 7.09     Counterparts.
This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one
document.


 


Section 7.10     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.


 


[Remainder
of Page Left Blank]


 






    19


     


    

 


IN
WITNESS WHEREOF, the Issuing Entity, the Servicer, the Administrator and the Asset Representations Reviewer have caused their names to
be signed hereto by their respective officers thereunto duly authorized as of the date first above written.


 


	 	CNH
    EQUIPMENT TRUST 2022-C, as Issuing Entity
	 	 
	 	By:	Wilmington
    Trust Company, not in its individual 

capacity, but solely as Trustee
	 	 	 
	 	 
	 	By:	/s/ Rachel Simpson 
	 	 	Name: Rachel Simpson
	 	 	Title: Vice President
	 	 	 
	 	 
	 	NEW
    HOLLAND CREDIT COMPANY, LLC,
 as Servicer and Administrator
	 	 
	 	 
	 	By:	/s/ Daniel Willems Van Dijk 
	 	 	Name:	Daniel
    Willems Van Dijk
	 	 	Title:	Assistant
    Treasurer
	 	 	 	 
	 	 
	 	CLAYTON
    FIXED INCOME SERVICES LLC,
 as Asset Representations Reviewer
	 	 
	 	 
	 	By:	/s/ Anthony Neske 
	 	 	Name: Anthony Neske
	 	 	Title: Senior Vice President






 


[Signature
Page to Asset Representations Review Agreement]


 






     


     


    

 


Schedule
A


 


Review
Materials


 


Contract


 


Receivable
File


 


List
of Approved Contract Forms


 


CNH
Computer System Information


 


UCC
Legal Opinion


 


Fee
Matrix


 






    Schedule A


     


    

 


Schedule
B


 


Representations
and Warranties and Tests


 


Representation


(i)       Characteristics
of Receivables.  Each Receivable is a Retail Installment Contract and:  (A) (1) (i) was originated in
the United States of America by a Dealer in connection with the retail sale of Financed Equipment in the ordinary course of such Dealer’s
business, and (ii) was purchased by CNHICA from a Dealer and validly assigned by such Dealer to CNHICA in accordance with its terms,
except that some of the Receivables were purchased by NH Credit from Dealers (after being originated as provided above), securitized
in a previous CNH Equipment Trust and purchased by CNHICA through the exercise of a clean-up call relating to that previous securitization
or (2) was originated in the United States of America by CNHICA in connection with the financing or refinancing, as applicable,
of Financed Equipment in the ordinary course of CNHICA’s business, and in the case of the foregoing clauses (1) and (2), was
fully and properly executed by the parties thereto, (B) has created a valid, subsisting and enforceable first priority security
interest in the Financed Equipment in favor of CNHICA except to the extent that such security interest has been assigned by CNHICA to
CNHCR, by CNHCR to the Issuing Entity and by the Issuing Entity to the Indenture Trustee, (C) contains customary and enforceable
provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits
of the security, and (D) provides for fixed payments on a periodic basis that fully amortize the Amount Financed by maturity and
yield interest at the Annual Percentage Rate.


 


Documents


 


Contract


 


Receivable
File


 


List
of Approved Contract Forms


 


Procedures
to be Performed


		A)	Origination
                                            of Each Receivable






		i)	Confirm
                                            the Seller/Dealer/Lender (“Seller”) address on the Contract is located within
                                            the United States






		ii)	Confirm
                                            that the Buyer, Co-buyer (if applicable) and Seller (if applicable) have signed the Contract1






		iii)	Confirm
                                            that CNH, or an acceptable variation of the name, is listed as the assignee within the Assignment
                                            section of the Contract2



 









1
For any Contract with the heading “Note and Security Agreement” a Seller signature is not required for all purposes
herein.


2
CNH Capital America LLC is a former name and is acceptable for all purposes herein.



 






    Schedule B-1


     


    

 


		B)	(i) Contract
                                            Form: Observe the Contract and confirm the form number on the Contract are on the List
                                            of Approved Contract Forms.






ii)  State
Specific Contract Form: Observe the State of the Seller on the Contract, if the Seller lists an address in Alaska, Arkansas, Delaware,
North Carolina, Virginia, Maryland, Montana, Connecticut, Vermont, Louisiana or Mississippi, confirm the form number on the Contract
is on the List of Approved Contract Forms, for the corresponding State.


		C)	Address:
                                            Observe the address of the Customer on the Contract and confirm it is in the United States.






		D)	Confirm
CNHICA name on contract as originator.3






		E)	Observe
                                            the Obligor names(s) on the Contract, taking into account any Amendments, and confirm
                                            it/they match(es) the name(s) on the UCC.






		F)	Fixed
                                            and Fully Amortizing Payments






		i)	Confirm
                                            that the Contract requires a fixed payment amount that is due at identified intervals






		ii)	Confirm
                                            that the number and amount of payments fully amortize the Amount Financed by maturity and
                                            pay finance charges at the Annual Percentage Rate






		iii)	For
                                            any Contract with the heading Note and Security Agreement, skip procedure F) ii) and instead
                                            confirm that the total of all payments is accurate based on the Amount Financed and the stated
                                            interest rate(s).






		G)	Confirm
                                            there is evidence in the Receivables File of (A) a UCC filed within 20 days of the date
                                            of the Contract or (B) a UCC and a search to reflect evidencing such UCC and no prior
                                            competing lien; in each case identifying the correct Financed Equipment as collateral, the
                                            correct Obligor as debtor and filed in the State matching: (x) if the Obligor is an
                                            individual, the Obligor’s address on the face of the contract, or (y) if the Obligor
                                            is a corporate entity, the jurisdiction of formation of the Obligor.






		H)	If
                                            F & G and A & B or C, D & E are confirmed, then Test Pass.



 


Representation


(iii)                              
Compliance with Law.  Each Receivable and the sale of the related Financed Equipment complied in all material respects
at the time it was originated or made and at the execution of this Agreement with all requirements of applicable federal, State and local
laws and regulations thereunder, including usury law, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Consumer
Financial Protection Bureau’s Regulations B and Z, the Wisconsin Consumer Act and State adaptations of the National Consumer Act
and of the Uniform Consumer Credit Code, and other consumer credit laws and equal credit opportunity and disclosure laws, in each case,
to the extent applicable.


 









3
CNH Capital America LLC is a former name and is acceptable for all purposes herein.


 






    Schedule B-2


     


    

 


Documents


 


Contract


 


List
of Approved Contract Forms


 


Fee
Matrix


 


Procedures
to be Performed


i)             Contract
Form:          Observe the form number on the Contract and confirm that the number
appearing on the Contract matches a number appearing on the List of Approved Contract Forms.


ii)            State
Specific Contract Form: Observe the State of the Seller on the Contract, if the Seller lists an address in Alaska, Arkansas, Delaware,
North Carolina, Virginia, Maryland, Montana, Connecticut, Vermont, Louisiana or Mississippi, confirm the form number on the Contract
is on the List of Approved Contract Forms, for the corresponding State.


iii)            Buyer
Signature: Confirm the presence of a handwritten signature for buyer/debtor (“Buyer”).


iv)           Completion
of Contract Form:          Observe the sections of the Contract called Statement
of Transaction, the Buyer and Seller, and Equipment, confirming that all printed sections are legible and that there are no blank spaces.


v)            Completion
of Contract Form:          Observe the section of the Contract called Statement
of Transaction, confirm each line has a dollar amount, a percentage or provides “N/A”.


vi)           Amount
Financed: Confirm that the total of all payments is accurate based on the Amount Financed and the stated Interest Rates.


vii)          Fees:
Observe the fees listed in the Contract and confirm any fees assessed do not conflict with the maximum fees allowed in the Fee Matrix.


vii)          Assignment:
Observe the Contract, confirm the signature of the Seller (if applicable) on the Contract. If all of above are confirmed, it will
pass the test.4


 


Representation


(iv)                             
Binding Obligation.  Each Receivable represents the genuine, legal, valid and binding payment obligation in writing of
the Obligor, enforceable by the holder thereof in accordance with its terms.


 









4
For any Contract with the heading “Note and Security Agreement” a Seller signature is not required for all purposes
herein.


 






    Schedule B-3


     


    

 


Documents


 


Contract


 


List
of Approved Contract Forms


 


Procedures
to be Performed


		i)	Review
                                            the Contract form number and confirm it is on the List of Approved Contract Forms






		ii)	State
                                            Specific Contract Form: Observe the State of the Seller on the Contract, if the Seller
                                            lists an address in Alaska, Arkansas, Delaware, North Carolina, Virginia, Maryland, Montana,
                                            Connecticut, Vermont, Louisiana or Mississippi, confirm the form number on the Contract is
                                            on the List of Approved Contract Forms, for the corresponding State.






	 	iii)	Confirm
                                            the Buyer and Co-buyer (if applicable) signed the Contract






		iv)	If
                                            (i), (ii) and (iii) are confirmed, then Test Pass



 


Representation


(v)                                
No Government Obligor.  None of the Receivables is due from the United States of America or any State or from any agency,
department or instrumentality of the United States of America or any State.


 


Documents


 


Contract


 


Receivable
File


 


Procedures
to be Performed


		i)	Review
                                            the Buyer section on the Contract and in any amendments and confirm a person’s or business’
                                            name is reported






		ii)	If
                                            the Buyer section on the Contract does not report a person’s or business’ name,
                                            confirm the buyer is not the USA or a State and then confirm internet search results to not
                                            indicate the buyer to be a government agency, department or instrumentality






		iii)	If
                                            (i) or (ii) are confirmed, then Test Pass



 






    Schedule B-4


     


    

 


Representation


(vi)                             
Security Interest in Financed Equipment.  Immediately prior to the sale, assignment and transfer thereof, each Receivable
shall be secured by a validly perfected first priority security interest in the Financed Equipment in favor of CNHICA as secured party
or all necessary and appropriate actions have been commenced that would result in the valid perfection of a first priority security interest
in the Financed Equipment in favor of CNHICA as secured party.


 


Documents


 


Contract


 


Receivable
File


 


Procedures
to be Performed


Confirm
there is evidence in the Receivables File of (A) a UCC filed within 20 days of the date of the Contract or (B) a UCC and a
search to reflect evidencing such UCC and no prior competing lien; in each case identifying the correct Financed Equipment as collateral,
the correct Obligor as debtor and filed in the State matching: (x) if the Obligor is an individual, the Obligor’s address
on the face of the contract, or (y) if the Obligor is a corporate entity, the jurisdiction of formation of the Obligor.


 


Representation


(vii)                          
Receivables in Force.  No Receivable has been satisfied, subordinated or rescinded, nor has any Financed Equipment been
released from the Lien granted by the related Receivable in whole or in part (other than with respect to equipment released from a Lien
in accordance with the Servicing Procedures


 


Documents


 


Receivable
File


 


CNH
Computer System Information


 


Contract


 






    Schedule B-5


     


    

 


Procedures
to be Performed 


		i)	Review
                                            the Receivable File and CNH’s computer system information and confirm there is no evidence
                                            the Receivable was subordinated or rescinded as of the Closing Date






		ii)	Review
                                            the Receivable File and/or CNH’s computer system information and confirm the Receivable
                                            was an active account as of the Closing date



 


Representation


(viii)                       
No Amendment or Waiver.  No provision of a Receivable has been waived, altered or modified in any respect, except pursuant
to a document, instrument or writing included in the Receivable Files and no such amendment, waiver, alteration or modification causes
such Receivable not to conform to the other warranties contained in this Section.


 


Documents


 


Receivable
File


 


CNH
Computer System Information


 


Contract


 


Procedures
to be Performed


		i)	Review
                                            the Receivable File and CNH’s computer system information and confirm there was no
                                            indication the terms of the Receivable had been waived, altered or modified between the date
                                            of origination and the Closing Date, except by instruments or documents identified in the
                                            Receivable File






		ii)	Confirm
                                            that all amendments, waivers, alterations, or modifications to a Contract are reviewed in
                                            connection with each of the other representations set forth herein when such related test
                                            requires reviewing the Contract or the Receivables File.



 


Representation


(ix)                             
No Defenses.  No right of rescission, setoff, counterclaim or defense has been asserted or threatened or exists with
respect to any Receivable.


 






    Schedule B-6


     


    

 


Documents


 


CNH
Computer System Information


 


Receivable
File


 


Procedures
to be Performed


		i)	Review
                                            the Receivable File and CNH computer system and confirm there was no indication as of the
                                            Closing Date that the Receivable was subject to rescission, setoff, counterclaim or defense



 


Representation


(x)                                
No Liens.  To the best of CNHICA’s knowledge, no Liens or claims, including claims for work, labor or materials,
relating to any of the Financed Equipment have been filed that are Liens prior to, or equal or coordinate with, the security interest
in the Financed Equipment granted by any Receivable, except those pursuant to the Basic Documents.


 


Documents


 


CNH
Computer System Information


 


Receivable
File


 


Procedures
to be Performed


Confirm
there is evidence in the Receivables File of (A) a UCC filed within 20 days of the date of the Contract or (B) a UCC and a
search to reflect evidencing such UCC and no prior competing lien; in each case identifying the correct Financed Equipment as collateral,
the correct Obligor as debtor and filed in the State matching: (x) if the Obligor is an individual, the Obligor’s address
on the face of the contract, or (y) if the Obligor is a corporate entity, the jurisdiction of formation of the Obligor.


 






    Schedule B-7


     


    

 


Representation


(xi)                             
No Default; Delinquency Limitations.  No Receivable is a non-performing Receivable or has a payment that is more than
90 days overdue as of the Cutoff Date and, except for a payment default continuing for a period of not more than 90 days, no default,
breach, violation or event permitting acceleration under the terms of any Receivable has occurred and is continuing; and no continuing
condition (other than a payment default continuing for a period of not more than 90 days) that with notice or the lapse of time would
constitute such a default, breach, violation or event permitting acceleration under the terms of any Receivable has arisen; and CNHICA
has not waived any of the foregoing.


 


Documents


 


Receivable
File


 


CNH
Computer System Information


 


Procedures
to be Performed


	i)	Review
                                            the Receivable File and CNH’s computer system and confirm there was no indication as
                                            of the Closing Date that the Receivable (i) was non performing or (ii) more than
                                            90 days past due, or (iii) was in default, breach, violation or event permitting acceleration
                                            under the terms of such Receivable.



 


Representation


(xii)                          
Title.  Immediately prior to the transfers and assignments contemplated herein, CNHICA had good title to each Receivable,
free and clear of all Liens.


 


Documents


 


Contract


 


Receivable
File


 






    Schedule B-8


     


    

 


Procedures
to be Performed


		i)	Confirm
                                            there is a Contract signed by the Seller (if applicable).5



 


	 	ii)	Confirm
                                            CNHICA is listed as the assignee or originator



 


		iii)	Confirm
                                            there is evidence in the Receivables File of (A) a UCC filed within 20 days of the date
                                            of the Contract or (B) a UCC and a search to reflect evidencing such UCC and no prior
                                            competing lien; in each case identifying the correct Financed Equipment as collateral, the
                                            correct Obligor as debtor and filed in the State matching: (x) if the Obligor is an
                                            individual, the Obligor’s address on the face of the contract, or (y) if the Obligor
                                            is a corporate entity, the jurisdiction of formation of the Obligor. 



 


		iv)	Observe
                                            the Contract and confirm the form number on the Contract are on the List of Approved Contract
                                            Forms.



 


		v)	State
                                            Specific Contract Form: Observe the State of the Seller on the Contract, if the Seller
                                            lists an address in Alaska, Arkansas, Delaware, North Carolina, Virginia, Maryland, Montana,
                                            Connecticut, Vermont, Louisiana or Mississippi, confirm the form number on the Contract is
                                            on the List of Approved Contract Forms, for the corresponding State.



 


Representation


(xv)                         
One Original.  (i) In the case of each Receivable constituting “tangible chattel paper” (as defined
in Section 9-102(a)(78) of the UCC), there is only one original executed copy of each Receivable and (ii) in the case of each
Receivable constituting “electronic chattel paper” (as defined in Section 9-102(a)(31) of the UCC), the Servicer, as
custodian, has “control” within the meaning of Section 9-105 of the UCC of each such Receivable.


 


Documents


 


Contract


 


Receivable
File


 









5
For any Contract with the heading “Note and Security Agreement” a Seller signature is not required for all purposes
herein.


 






    Schedule B-9


     


    

 


Procedures
to be Performed


		i)	Observe
                                            the paper Contract and confirm that Obligor and Seller (if applicable)6 have
                                            signed the Contract.






		ii)	Review
                                            and confirm that electronic Contracts are marked either “original” or “authoritative
                                            copy”. Observe the Contract and confirm that all required parties have signed the Contract.






		iii)	Review
                                            CNH’s computer system to observe the unique account number associated with the Receivable
                                            and any associated pool tag.






		iv)	Observe
                                            paper Contract to confirm not marked “duplicate” and observe electronic contract
                                            and confirm not marked “non-authoritative copy”.



 


Representation


(xvi)                      
Maturity of Receivables.  Each Receivable has a remaining term to maturity of not more than 84 months;


 


Documents


 


CNH
Computer System Information


 


Contract


 


Procedures
to be Performed


(i) Review
the Contract and CNH’s Computer System Information and confirm the maturity date is no later than October 24, 2029.


 


Representation


(xvii)                   
Scheduled Payments.  No Receivable has a final scheduled payment date later than six months preceding the Final Scheduled
Maturity Date.


 


Documents


 


Contract


 


 






6 For any Contract with the heading “Note and Security
Agreement” a Seller signature is not required for all purposes herein.


 






    Schedule B-10


     


    

 


Procedures
to be Performed


		i)	Observe
                                            final payment date on the face of contract to confirm such payment is due on or before October 24, 2029.



 


Representation


(xviii)                
Insurance.  The Obligor on each Receivable is required to maintain physical damage insurance covering the Financed Equipment
in accordance with CNHICA’s normal requirements.


 


Documents


 


Contract


 


Procedures
to be Performed


		i)	Contract
                                            Form: Observe the Contract and confirm the form number on the Contract is on the List
                                            of Approved Contract Forms.






		ii)	State
                                            Specific Contract Form: Observe the State of the Seller on the Contract, if the Seller
                                            lists an address in Alaska, Arkansas, Delaware, North Carolina, Virginia, Maryland, Montana,
                                            Connecticut, Vermont, Louisiana or Mississippi, confirm the form number on the Contract is
                                            on the List of Approved Contract Forms, for the corresponding State.



 


Representation


(xxi)                      
No Bankruptcies.  No Obligor on any Receivable as of the related Cutoff Date was noted in the related Receivable File
as being the subject of a bankruptcy proceeding.


 


Documents


 


Receivable
File


 


CNH
Computer System Information


 






    Schedule B-11


     


    

 


Procedures
to be Performed


		i)	Review
                                            the Receivable File and CNH’s Computer System Information and confirm the Obligor is
                                            not noted as the subject of a bankruptcy proceeding as of the Cut-off Date



 


Representation


(xxii)                   
No Repossessions.  None of the Financed Equipment securing any Receivable is in repossession status.


 


Documents


 


Receivable
File


 


CNH
Computer System Information


 


Procedures
to be Performed


		i)	Review
                                            the Receivable File and CNH’s Computer System Information and confirm the Financed
                                            Equipment was not marked or noted as repossessed as of the Closing Date



 


Representation


(xxiii)                
Chattel Paper.  Each Receivable constitutes either “tangible chattel paper” or “electronic chattel
paper” within the meaning of Article 9 of the UCC of each State the law of which governs the perfection of the interest granted
in it and/or the priority of such perfected interest.


 


Documents


 


Contract


 


UCC
Legal Opinion


 






    Schedule B-12


     


    

 


Procedures
to be Performed


		i)	Contract
                                            Form: Observe the Contract and confirm the form number on the Contract is on the List
                                            of Approved Contract Forms.






		ii)	State
                                            Specific Contract Form: Observe the State of the Seller on the Contract, if the Seller
                                            lists an address in Alaska, Arkansas, Delaware, North Carolina, Virginia, Maryland, Montana,
                                            Connecticut, Vermont, Louisiana or Mississippi, confirm the form number on the Contract is
                                            on the List of Approved Contract Forms, for the corresponding State.






		iii)	Contract
                                            Signed: Observe the paper Contract and confirm it is either “tangible chattel paper”
                                            that contains the handwritten signatures for the Seller (if applicable)7 and
                                            Obligor or if it is “electronic chattel paper” that is marked “original”
                                            or “authoritative copy”.






		iv)	Confirm
                                            UCC legal opinion delivered and dated as of the Closing Date and the opinion should opine
                                            that the Receivables are “Chattel Paper”.



 


Representation


(xxiv)               
U.S. Obligors.  None of the Receivables is denominated and payable in any currency other than United States Dollars or
is due from any Person that does not have a mailing address in the United States of America.


 


Documents


 


Contract


 


Procedures
to be Performed


		i)	Confirm
                                            the Buyer’s address on the Contract is located within the United States of America






		ii)	Contract
                                            Form: Observe the Contract and confirm the form number on the Contract is on the List
                                            of Approved Contract Forms.






		iii)	State
                                            Specific Contract Form: Observe the State of the Seller on the Contract, if the Seller
                                            lists an address in Alaska, Arkansas, Delaware, North Carolina, Virginia, Maryland, Montana,
                                            Connecticut, Vermont, Louisiana or Mississippi, confirm the form number on the Contract is
                                            on the List of Approved Contract Forms, for the corresponding State.



 









7
For any Contract with the heading “Note and Security Agreement” a Seller signature is not required for all purposes
herein.


 






    Schedule B-13


     


    

 


Representation


(xxvi)               Perfection
Representations.  CNHICA has taken all steps necessary to perfect its security interest against the Obligor in the Financed
Equipment securing the Receivables. Immediately prior to the conveyance of the Receivables pursuant to the Purchase Agreement, CNHICA
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.


 


Procedures
to be Performed


 


i)            Confirm
there is a contract signed by the Seller (if applicable).8


ii)           Confirm
there is evidence in the Receivables File of (A) a UCC filed within 20 days of the date of the Contract or (B) a UCC and a
search to reflect evidencing such UCC and no prior competing lien; in each case identifying the correct Financed Equipment as collateral,
the correct Obligor as debtor and filed in the State matching: (x) if the Obligor is an individual, the Obligor’s address
on the face of the contract, or (y) if the Obligor is a corporate entity, the jurisdiction of formation of the Obligor.


 


Representation


(xxvii)            
No Consumer Receivables.  None of the Receivables is a consumer receivable.


 


 Documents




 


		Contract	



 


Procedures
to be Performed


		i)	Contract
                                            Form: Observe the Contract and confirm the form number on the Contract is on the List
                                            of Approved Contract Forms.






		ii)	State
                                            Specific Contract Form: Observe the State of the Seller on the Contract, if the Seller
                                            lists an address in Alaska, Arkansas, Delaware, North Carolina, Virginia, Maryland, Montana,
                                            Connecticut, Vermont, Louisiana or Mississippi, confirm the form number on the Contract is
                                            on the List of Approved Contract Forms, for the corresponding State.



 


 






8
For any Contract with the heading “Note and Security Agreement” a Seller signature is not required for all purposes
herein.


 






    Schedule B-14