Exhibit
4.6


 


MEMORANDUM OF
UNDERSTANDING


 


	TO:	Citibank, N.A., as Indenture Trustee
	 	 
	FROM:	CNH Industrial Capital America LLC and CNH Capital Receivables LLC
	 	 
	DATE:	November 23, 2022




 


Repurchase Demand Activity Reporting


 


This MEMORANDUM OF UNDERSTANDING, made as of the
date set forth above, specifies the terms of certain understandings between us, CNH Industrial Capital America LLC and CNH Capital Receivables
LLC (collectively, “CNH”), as securitizers of the asset-backed securities issued in connection with the CNH Equipment
Trust 2022-C transaction (the “Transaction”), CNH Equipment Trust 2022-C and you, Citibank, N.A., as indenture trustee,
under the terms of the related operative agreements for the Transaction (“Indenture Trustee”), with regard to the reporting
of certain asset repurchase demand activities related to the Transaction.


 


		1.	Repurchase Reporting. To assist in our compliance with our obligations as securitizer under Rule
15Ga-1 of The Securities Exchange Act of 1934 (“Rule 15Ga-1”), we have requested, and you have agreed to provide, certain
information regarding certain asset repurchase demand activities related to the Transaction in the manner, timing and format specified
below:
	 	 	 



		a.	[Reserved.]
	 	 	 



		b.	Quarterly Reporting. No later than the 15th business day following the end
of each calendar quarter (beginning with the fourth quarter of 2022) in which any asset-backed securities remain outstanding for the Transaction,
you have agreed to provide to us information regarding repurchase demand activity during the preceding calendar quarter related to the
underlying assets for the Transaction in substantially the form of Exhibit 1 hereto.
	 	 	 



		c.	Monthly Reporting. No later than the seventh business day of each month
(beginning in December 2022) in which any asset-backed securities remain outstanding for the Transaction, you have agreed to provide to
us information regarding repurchase demand activity during the preceding month related to the underlying assets for the Transaction in
substantially the form of Exhibit 1 hereto.



 






     


     


    

 


		2.	Understandings and Conditions. You have agreed to provide the requested information regarding repurchase
demand activities related to the Transaction subject to the following understandings and conditions:
	 	 	 



		a.	[Reserved.]
	 	 	 



		b.	Post July 22, 2010 Information. We understand and agree
that you will provide information related to activity only to the extent that you have such information or can obtain such information
without unreasonable effort or expense; provided that, we agree that your efforts to obtain such information is limited to a review of
your internal written records of repurchase demand activity for the Transaction and that you are not required to request information
from any unaffiliated parties.
	 	 	 



		c.	Repurchases. We understand and agree that the reporting of repurchase demand
activity pursuant to this memorandum is required only in respect of the Transaction to the extent that it includes a covenant to repurchase
or replace underlying assets upon breach of a representation or warranty.
	 	 	 



		d.	No Implied Duties. We acknowledge and agree that your reporting is limited
to information delivered in writing to a Responsible Officer that you have received or acquired solely in your capacity as Indenture Trustee
for the Transaction and not in any other capacity. We acknowledge and agree that in no event will Citibank, N.A. (individually or as Indenture
Trustee) have any responsibility or liability in connection with (i) the compliance by any person who is a Securitizer (as defined in
Rule 15Ga-1) of the Transaction, or any other person under the applicable rules and regulations or (ii) any filing required to be made
by a Securitizer under Rule 15Ga-1 in connection with the information provided hereunder; provided, however, the information delivered
by the Indenture Trustee hereunder will accurately reflect, in all material respects, the repurchase demands (or lack of any repurchase
demands) received by the Indenture Trustee as described herein. We further acknowledge and agree that, other than any express duties or
responsibilities as Indenture Trustee under the Transaction agreements, you have no duty or obligation to undertake any investigation
or inquiry related to repurchase demand activity or otherwise to assume any additional duties or responsibilities in respect of the Transaction,
and no such additional obligations or duties are implied in this memorandum. In addition, we acknowledge that you are entitled to the
full benefit of any and all protections, limitations on duties or liability and rights of indemnity provided by the terms of the Transaction
agreements in connection with any actions taken hereunder.
	 	 	 



			“Responsible Officer” means with respect to the
Indenture Trustee, the officer, employee or other person within the Corporate Trust Office of the Indenture Trustee having responsibility
for the administration of the Transaction.
	 	 	 



		e.	Term. Your
obligation to provide reporting with regard to the Transaction will continue so long as you serve as Indenture Trustee of the Transaction
and any asset-backed securities of the Transaction remain outstanding, or such earlier time as you are notified that such reporting no
longer is required.
	 	 	 



 






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		3.	Delivery. Unless and until you are otherwise notified in writing, any information provided hereunder
should be provided in electronic format via email and directed as follows:



 


Email: daniel.willemsvandijk@cnhind.com


Attention: Daniel Willems Van Dijk


 


		4.	Binding Effect; Succession. This memorandum is intended to reflect the understanding and agreement
between you and us with regard to the matters described herein. This memorandum is not intended to, and does not, amend or alter, in any
manner, the rights or obligations of the parties pursuant to the operative agreements for the Transaction or pursuant to any other memorandum
of understanding, and does not bind any of the parties’ successors or assigns under any agreements for the Transaction. However,
in the event of your termination or resignation as Indenture Trustee for the Transaction, you agree to undertake reasonable efforts to
assist in the transfer of data regarding repurchase demand activity to any successor.
	 	 	 



		5.	Acknowledgments. By signatures below, you and we acknowledge and agree that this Memorandum of
Understanding sets forth our understanding related to the terms of your agreement to provide certain repurchase information to us, as
securitizers for the Transaction. We further acknowledge and agree that we, as securitizers, have full responsibility for compliance with
all related reporting requirements associated with the Transaction and for all interpretive issues regarding this information.



 


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	 	CNH Industrial Capital America LLC, as Securitizer
	 	 
	 	By:	/s/ Daniel Willems Van Dijk 
	 	Name:   Daniel Willems Van Dijk
	 	Title:     Assistant Treasurer
	 	 
	 	 
	 	CNH Capital Receivables LLC, as Securitizer
	 	 
	 	By:	/s/ Daniel Willems Van Dijk 
	 	Name:   Daniel Willems Van Dijk
	 	Title:     Assistant Treasurer
	 	 
	 	 
	 	CNH Equipment Trust 2022-C
	 	 
	 	By: CNH Capital Receivables LLC, as
    beneficiary
	 	 
	 	By:	/s/ Daniel Willems Van Dijk 
	 	Name:   Daniel Willems Van Dijk
	 	Title:     Assistant Treasurer




 


Memorandum of Understanding


 






     


     


    

 


	 	Citibank, N.A., not in its individual 

capacity but solely as Indenture Trustee
	 	 
	 	By:	/s/ Anthony Bausa 
	 	Name: Anthony Bausa
	 	Title: Senior Trust Officer




 


Memorandum of Understanding


 






     


     


    

 


Exhibit 1 


 


ASSET REPURCHASE DEMAND ACTIVITY REPORT


 


Reporting Period: __________________


 


 ̈ Check here if
nothing to report.


 


	Transaction	Loan No.	Activity During Period
	Date of Reputed Demand	Party Making Reputed Demand	Date of Withdrawal of Reputed Demand