Exhibit 4.5


 


CNH EQUIPMENT
TRUST 2022-C


 


ADMINISTRATION
AGREEMENT


 


among


 


CNH EQUIPMENT
TRUST 2022-C,


 


as Issuing Entity,


 


and


 


NEW HOLLAND CREDIT
COMPANY, LLC,


 


as Administrator,


 


and


 


CITIBANK,
N.A.,


 


as Indenture
Trustee,


 


and


 


WILMINGTON TRUST
COMPANY,


 


as Trustee


 


Dated as of November
1, 2022


 






    


    


    

 


TABLE OF CONTENTS



 




	1.	Duties of the Administrator	2
	 	(a)          Duties
    with Respect to the Indenture and the Depository Agreement	2
	 	(b)          Duties
    with Respect to the Trust	4
	 	(c)          Non-Ministerial
    Matters	6
	 	 	 
	2.	Records	6
	 	 	 
	3.	Compensation	6
	 	 	 
	4.	Additional Information to be Furnished to the Issuing Entity	6
	 	 	 
	5.	Independence of the Administrator	7
	 	 	 
	6.	No Joint Venture	7
	 	 	 
	7.	Other Activities of the Administrator	7
	 	 	 
	8.	Term of Agreement; Resignation and Removal of the Administrator	7
	 	 	 
	9.	Action upon Termination, Resignation or Removal	9
	 	 	 
	10.	Notices	9
	 	(a)          if
    to the Issuing Entity or the Trustee, to:	9
	 	(b)          if
    to the Administrator, to:	9
	 	(c)          if
    to the Indenture Trustee, to:	10
	 	(d)          if
    to the Asset Representations Reviewer, to:	10
	 	 	 
	11.	Amendments	10
	 	 	 
	12.	Successors and Assigns	11
	 	 	 
	13.	Governing Law	12
	 	 	 
	14.	Headings	12
	 	 	 
	15.	Counterparts	12
	 	 	 
	16.	Electronic Signatures	12
	 	 	 
	17.	Severability	12
	 	 	 
	18.	Not Applicable to New Holland Credit Company, LLC in Other Capacities	12
	 	 	 
	19.	Limitation of Liability of the Trustee and the Indenture Trustee	12
	 	 	 
	20.	Indemnification	13







    i


     


    

 


	21.	Information Requests	13
	 	 	 
	22.	Communications with Rating Agencies	13
	 	 	 
	23.	PATRIOT Act	14






    ii


     


    




 


ADMINISTRATION
AGREEMENT dated as of November 1, 2022, among CNH EQUIPMENT TRUST 2022-C, a Delaware statutory trust (the “Issuing Entity”),
NEW HOLLAND CREDIT COMPANY, LLC, a Delaware limited liability company, as administrator (the “Administrator”), CITIBANK,
N.A., a national banking association, not in its individual capacity but solely as Indenture
Trustee (the “Indenture Trustee”), and Wilmington Trust Company, not in its
individual capacity but solely as Trustee under the Trust Agreement (the “Trustee”).


 


RECITALS


 


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


 


WHEREAS,
the Issuing Entity has entered into certain agreements in connection with the issuance of the Notes and of certain beneficial ownership
interests of the Issuing Entity, including: (i) a Sale and Servicing Agreement, dated as of the date hereof (as amended and supplemented
from time to time, the “Sale and Servicing Agreement”), among the Issuing Entity, New Holland Credit Company, LLC, as servicer
(the “Servicer”), and CNH Capital Receivables LLC, a Delaware limited liability company, as seller (the “Seller”),
(ii) a Depository Agreement, dated on or about November 18, 2022 (the “Depository Agreement”), among the Issuing Entity
and The Depository Trust Company, (iii) the Indenture, (iv) a Trust Agreement, dated as of October 31, 2022 (the “Trust Agreement”),
between the Seller and the Trustee, and (v) an Asset Representations Review Agreement (the Sale and Servicing Agreement, the Depository
Agreement, the Indenture, the Trust Agreement and the Asset Representations Review Agreement being hereinafter referred to collectively
as the “Related Agreements”);


 


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


 


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


 


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


 


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


 






    


    


    

 


1.            
Duties of the Administrator.


 


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


  


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


 


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


 


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


 


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


 


(v)           [reserved];


 


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


 


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


 


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


 






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(ix)          the
preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other
instruments, and the taking of other actions, in each case in accordance with Section 3.5 of the Indenture (Section 3.5);


 


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


 


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


 


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


 


(xiii)       
the preparation and obtaining of documents and instruments required for the conveyance or transfer of properties or assets by
the Issuing Entity (Section 3.10(b));


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)           Duties
with Respect to the Trust.


 


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


 






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shall
administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements)
as are not covered by any of the foregoing and as are expressly requested by the Trustee and are reasonably within the capability of
the Administrator.


 


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


 


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


 


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


 


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


 


(vi)          In
carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions
with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in
accordance with any directions received


 






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from
the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available
from unaffiliated parties.


 


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


 


(c)          Non-Ministerial
Matters.


 


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


 


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


 


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


 


(C)                                        the
removal of the Indenture Trustee.


 


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


 


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


 


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


 


4.             Additional
Information to be Furnished to the Issuing Entity. The Administrator shall furnish to the Issuing Entity from time to time such
additional information regarding the Collateral as the Issuing Entity shall reasonably request.


 






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


 


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


 


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


 


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


 


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


 


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


 


(c)           Subject
to Section 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator, the Trustee, the Indenture
Trustee and the Servicer with at least 60 days’ prior written notice.


 


(d)           Subject
to Section 8(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination
from the Issuing Entity to the Administrator, the Trustee, the Indenture Trustee and the Servicer if any of the following events shall
occur:


 


(i)            the
Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not
cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of
cure as shall be reasonably satisfactory to the Issuing Entity);


 


(ii)           a
court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated
within 60 days, in respect of the Administrator in any involuntary case under any applicable


 






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bankruptcy,
insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs;
or


 


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


 


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


 


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


 


(f)            Upon
appointment, the successor Administrator (including the Indenture Trustee acting as successor Administrator) shall be the successor in
all respects to the predecessor Administrator and shall be subject to all the responsibilities, duties and liabilities arising thereafter
relating thereto placed on the predecessor Administrator and shall be entitled to


 






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the
compensation specified in Section 3 and all the rights granted to the predecessor Administrator by the terms and provisions of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


CNH Equipment Trust 2022-C


c/o Wilmington Trust Company


1100 North Market Street


Wilmington, Delaware 19890-0001


Attention: Corporate Trust
Administrator


Facsimile: (302) 636-4140


Email: rsimpson@wilmingtontrust.com


 


(b)          
if to the Administrator, to:


 


New Holland Credit Company,
LLC


100 Brubaker Avenue


New Holland, Pennsylvania
17557


Attention: Finance Manager


Facsimile: (630) 887-5448


 






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with a copy to:


 


New Holland Credit Company,
LLC


6900 Veterans Boulevard


Burr Ridge, Illinois 60527


Attention: Assistant Treasurer


Facsimile: (630) 887-5448


 


(c)          
if to the Indenture Trustee, to:


 


Citibank, N.A.


388 Greenwich St.


New York, New York 10013


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


Telephone: 713-693-6677


Email: jacqueline.suarez@citi.com


 


(d)         
if to the Asset Representations Reviewer, to:


 


Clayton Fixed Income Services
LLC


2638 South Falkenburg
Road


Riverview, Florida 33578


Attention: SVP


 


with a copy to:


 


Clayton Fixed Income Services
LLC


c/o
Covius Services, LLC


720
S. Colorado Blvd., Suite 200


Glendale,
Colorado 80246


Attention:
Legal


Email:
legal@covius.com


 


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


 


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


 


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


 






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


 


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


 


This
Agreement may also be amended from time to time by the Issuing Entity, the Administrator and the Indenture Trustee with the written consent
of (w) the Trustee, (x) Noteholders holding Notes evidencing not less than a majority of the Note Balance and (y) the Certificateholders
holding in the aggregate more than 50% of the beneficial interest in the Issuing Entity at the time of such amendment, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner
the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall: (i) reduce the interest rate
or principal of any Note, or delay the Class Final Scheduled Maturity Date of any Note or (ii) reduce the aforesaid percentage of the
Holders of Notes and Certificates that are required to consent to any such amendment, without the consent of the Holders of all the outstanding
Notes and Certificates. Notwithstanding the foregoing, the Administrator may not amend this Agreement without the permission of the Depositor,
which permission shall not be unreasonably withheld.


 


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


 


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


 


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


 


Any
amendment which affects the rights, duties, immunities or liabilities of the Trustee shall require the Trustee’s written consent.


 


12.           Successors
and Assigns. This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing
by the Issuing Entity, the Indenture Trustee and the Trustee and subject to the satisfaction of the Rating Agency Condition in respect
thereof. An assignment with such consent and satisfaction, if accepted by


 






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the
assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing,
this Agreement may be assigned by the Administrator without the consent of the Issuing Entity, the Indenture Trustee or the Trustee to
a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to, or Affiliate of, the Administrator,
provided that such successor organization executes and delivers to the Issuing Entity, the Trustee and the Indenture Trustee an agreement
in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the
Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.


 


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


 


14.           Headings.
The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction
or effect of this Agreement.


 


15.           Counterparts.
This Agreement may be executed in counterparts, all of which when so executed shall together constitute but one and the same agreement.


 


16.           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.


 


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


 


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


 



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


 


(a)           It
is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company
(“WTC”), not individually or personally but solely as Trustee of the Trust, in the exercise of the powers and authority conferred
and vested in it, (b) each of the representations, undertakings and agreements herein 



 






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made
on the part of the Trust is made and intended not as personal representations, undertakings and agreements by WTC but is made and intended
for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on WTC, individually
or personally, to perform any covenant either expressed or implied contained herein of the Trust, all such liability, if any, being expressly
waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WTC has not verified and has made
no investigation as to the accuracy or completeness of any representations and warranties made by the Trust in this Agreement and (e)
under no circumstances shall WTC be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the
breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any
other related documents.


 


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


 


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


 


21.           Information
Requests. The parties hereto shall provide any information reasonably requested by the Administrator or any of its Affiliates,
at the expense of the Administrator or any of its Affiliates, as applicable, in order to comply with or obtain more favorable treatment
under any current or future law, rule, regulation, accounting rule or principle.


 


22.           Communications
with Rating Agencies. The parties hereto (other than the Seller and its Affiliates but excluding the Issuing Entity) agree that
any notices or requests to, or any other written communications with, any of the Rating Agencies, or any of their respective officers,
directors or employees, to be given or provided to such Rating Agencies pursuant to, in connection with or related, directly or indirectly,
to the Basic Documents, the Collateral or the Notes, shall be in each case either (i) furnished to the Seller who shall forward such
communication to the Rating Agencies pursuant to Section 10.19 of the Sale and Servicing Agreement; or (ii) furnished directly to the
Rating Agencies with a prior copy to the Seller. In either case, the parties hereto (other than the Seller and its Affiliates but excluding
the Issuing Entity) further agree to provide such notices, requests and communications or copies thereof, as applicable, to the Seller
at least one Business Day prior to the date when such notices, requests and communications are required to be delivered (or are in fact
delivered, whichever is earlier) to the Rating Agencies pursuant to the Basic Documents. So long as any Notes are Outstanding, 


 






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each
party hereto (other than the Seller and its Affiliates but excluding the Issuing Entity) agrees that neither it nor any party on its
behalf shall engage in any oral communications with respect to the transactions contemplated hereby, under the Basic Documents or in
any way relating to the Notes with any Rating Agency or any of their respective officers, directors or employees, without the participation
of the Seller.


 


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


 


* * * * *


 






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


 


	 	CNH EQUIPMENT TRUST 2022-C




 


		By:	Wilmington
                                            Trust Company, 

                                            not in its individual capacity but solely as 

                                            Trustee on behalf of the Issuing Entity



 


	 	By:	 
			Name:

                                                                 Title:




 


	 	CITIBANK, N.A.







	 	not in its individual capacity but solely as

  Indenture Trustee




 





	 	By:	 
			Name:

                                                                 Title:



 


	 	NEW HOLLAND CREDIT COMPANY, LLC
	 	as Administrator




 





	 	By:	 
			Name:   Daniel
                                            Willems Van Dijk

                                                                 Title:     Assistant
                                            Treasurer



 


	 	WILMINGTON TRUST COMPANY







	 	not in its individual capacity but solely as

  Trustee under the Trust Agreement




 





	 	By:	 
			Name:

                                                                 Title:



 


Administration
Agreement