Exhibit 4.1


 


 






 




CNH EQUIPMENT TRUST 2022-C


 


INDENTURE


 


between


 


CNH EQUIPMENT TRUST 2022-C


 


and


 


CITIBANK,
N.A., as Indenture Trustee


 


Dated as of November 1, 2022


 





 



 






     


     


    

 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	Article I
    Definitions and Incorporation by Reference	 	2
	 	 	 	 	 
	SECTION 1.1.	 	Definitions	 	2
	SECTION 1.2.	 	Incorporation by Reference of Trust Indenture Act	 	2
	SECTION 1.3.	 	Other Definitional Provisions	 	2
	 	 	 	 	 
	Article II
    The Notes	 	3
	 	 	 	 	 
	SECTION 2.1.	 	Form	 	3
	SECTION 2.2.	 	Execution, Authentication and Delivery	 	4
	SECTION 2.3.	 	Temporary Notes	 	4
	SECTION 2.4.	 	Registration; Registration of Transfer and Exchange	 	4
	SECTION 2.5.	 	Mutilated, Destroyed, Lost or Stolen Notes.	 	7
	SECTION 2.6.	 	Persons Deemed Owner	 	8
	SECTION 2.7.	 	Payment of Principal and Interest; Defaulted Interest	 	8
	SECTION 2.8.	 	Cancellation	 	9
	SECTION 2.9.	 	Release of Collateral	 	9
	SECTION 2.10.	 	Book-Entry Notes	 	9
	SECTION 2.11.	 	Notices to Clearing Agency	 	10
	SECTION 2.12.	 	Definitive Notes	 	10
	SECTION 2.13.	 	Tax Treatment	 	11
	SECTION 2.14.	 	Certain FATCA Information	 	11
	 	 	 	 	 
	Article III
    Covenants	 	11
	 	 	 	 	 
	SECTION 3.1.	 	Payment of Principal and Interest	 	11
	SECTION 3.2.	 	Maintenance of Office or Agency	 	11
	SECTION 3.3.	 	Money for Payments To Be Held in Trust	 	12
	SECTION 3.4.	 	Existence	 	13
	SECTION 3.5.	 	Protection of the Trust Estate	 	13
	SECTION 3.6.	 	Opinions as to the Trust Estate	 	14
	SECTION 3.7.	 	Performance of Obligations; Servicing of Receivables	 	14
	SECTION 3.8.	 	Negative Covenants	 	16
	SECTION 3.9.	 	Annual Statement as to Compliance	 	16
	SECTION 3.10.	 	Issuing Entity May Consolidate,etc., Only on Certain Terms	 	17
	SECTION 3.11.	 	Successor or Transferee	 	18
	SECTION 3.12.	 	No Other Business	 	18
	SECTION 3.13.	 	No Borrowing	 	18
	SECTION 3.14.	 	Servicer’s Obligations	 	19
	SECTION 3.15.	 	Guarantees, Loans, Advances and Other Liabilities	 	19
	SECTION 3.16.	 	Capital Expenditures	 	19
	SECTION 3.17.	 	Removal of Administrator	 	19



 






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	SECTION 3.18.	 	Restricted Payments	 	19
	SECTION 3.19.	 	Notice of Events of Default	 	19
	SECTION 3.20.	 	Further Instruments and Acts	 	19
	SECTION 3.21.	 	Perfection Representation	 	19
	 	 	 	 	 
	Article IV
    Satisfaction and Discharge	 	20
	 	 	 	 	 
	SECTION 4.1.	 	Satisfaction and Discharge of Indenture	 	20
	SECTION 4.2.	 	Application of Trust Money	 	21
	SECTION 4.3.	 	Repayment of Monies Held by Paying Agent	 	21
	 	 	 	 	 
	Article V
    Remedies	 	21
	 	 	 	 	 
	SECTION 5.1.	 	Events of Default	 	21
	SECTION 5.2.	 	Acceleration of Maturity; Rescission and Annulment	 	22
	SECTION 5.3.	 	Collection of Indebtedness and Suits for Enforcement
    by Indenture Trustee	 	23
	SECTION 5.4.	 	Remedies; Priorities	 	25
	SECTION 5.5.	 	Optional Preservation of the Receivables	 	26
	SECTION 5.6.	 	Limitation of Suits	 	27
	SECTION 5.7.	 	Unconditional Rights of Noteholders To Receive Principal
    and Interest	 	27
	SECTION 5.8.	 	Restoration of Rights and Remedies	 	27
	SECTION 5.9.	 	Rights and Remedies Cumulative	 	28
	SECTION 5.10.	 	Delay or Omission Not a Waiver	 	28
	SECTION 5.11.	 	Control by Noteholders	 	28
	SECTION 5.12.	 	Waiver of Past Defaults	 	29
	SECTION 5.13.	 	Undertaking for Costs	 	29
	SECTION 5.14.	 	Waiver of Stay or Extension Laws	 	29
	SECTION 5.15.	 	Action on Notes	 	29
	SECTION 5.16.	 	Performance and Enforcement of Certain Obligations	 	30
	 	 	 	 	 
	Article VI
    The Indenture Trustee	 	30
	 	 	 	 	 
	SECTION 6.1.	 	Duties of the Indenture Trustee	 	30
	SECTION 6.2.	 	Rights of Indenture Trustee	 	32
	SECTION 6.3.	 	Individual Rights of the Indenture Trustee	 	33
	SECTION 6.4.	 	Indenture Trustee’s Disclaimer	 	33
	SECTION 6.5.	 	Notice of Defaults	 	33
	SECTION 6.6.	 	Reports by Indenture Trustee to the Holders	 	33
	SECTION 6.7.	 	Compensation and Indemnity	 	33
	SECTION 6.8.	 	Replacement of the Indenture Trustee	 	34
	SECTION 6.9.	 	Successor Indenture Trustee by Merger	 	35
	SECTION 6.10.	 	Appointment of Co-Trustee or Separate Trustee	 	35
	SECTION 6.11.	 	Eligibility; Disqualification	 	36
	SECTION 6.12.	 	Preferential Collection of Claims Against the Issuing
    Entity	 	37
	SECTION 6.13.	 	Information to Be Provided by the Indenture Trustee	 	37



 






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	SECTION 6.14.	 	Representations and Warranties	 	38
	SECTION 6.15.	 	PATRIOT Act	 	38
	 	 	 	 	 
	Article VII
    Noteholders’ Lists and Reports and Noteholder
    Communications	 	39
	 	 	 	 	 
	SECTION 7.1.	 	Issuing Entity To Furnish Indenture Trustee Names and
    Addresses of Noteholders	 	39
	SECTION 7.2.	 	Preservation of Information; Communications to Noteholders	 	39
	SECTION 7.3.	 	Reports by Issuing Entity	 	39
	SECTION 7.4.	 	Required Filings	 	40
	SECTION 7.5.	 	Noteholder Communications with Indenture Trustee	 	40
	SECTION 7.6.	 	Communications Between Noteholders	 	40
	SECTION 7.7.	 	Noteholder Demand for Asset Representations Review	 	41
	 	 	 	 	 
	Article VIII
    Accounts, Disbursements and Releases	 	41
	 	 	 	 	 
	SECTION 8.1.	 	Collection of Money	 	41
	SECTION 8.2.	 	Trust Accounts	 	41
	SECTION 8.3.	 	General Provisions Regarding Accounts	 	44
	SECTION 8.4.	 	Release of Trust Estate	 	45
	SECTION 8.5.	 	Opinion of Counsel	 	45
	 	 	 	 	 
	Article IX
    Supplemental Indentures	 	45
	 	 	 	 	 
	SECTION 9.1.	 	Supplemental Indentures Without Consent of Noteholders.	 	45
	SECTION 9.2.	 	Supplemental Indentures With Consent of Noteholders	 	47
	SECTION 9.3.	 	Execution of Supplemental Indentures	 	48
	SECTION 9.4.	 	Effect of Supplemental Indenture	 	48
	SECTION 9.5.	 	Conformity with Trust Indenture Act	 	49
	SECTION 9.6.	 	Reference in Notes to Supplemental Indentures	 	49
	SECTION 9.7.	 	Amendment without Consent	 	49
	SECTION 9.8.	 	[Reserved]	 	49
	 	 	 	 	 
	Article X
    Redemption of Notes	 	49
	 	 	 	 	 
	SECTION 10.1.	 	Redemption	 	49
	SECTION 10.2.	 	Form of Redemption Notice	 	49
	SECTION 10.3.	 	Notes Payable on Redemption Date	 	50
	 	 	 	 	 
	Article XI
    Miscellaneous	 	50
	 	 	 	 	 
	SECTION 11.1.	 	Compliance Certificates and Opinions, etc	 	50
	SECTION 11.2.	 	Form of Documents Delivered to Indenture Trustee	 	52
	SECTION 11.3.	 	Acts of Noteholders	 	53
	SECTION 11.4.	 	Notices,etc., to the Indenture Trustee,Issuing Entity and Rating Agencies	 	53
	SECTION 11.5.	 	Notices to Noteholders; Waiver	 	54
	SECTION 11.6.	 	Alternate Payment and Notice Provisions	 	54



 






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	SECTION 11.7.	 	Conflict with Trust Indenture Act	 	55
	SECTION 11.8.	 	Effect of Headings and Table of Contents	 	55
	SECTION 11.9.	 	Successors and Assigns	 	55
	SECTION 11.10.	 	Severability	 	55
	SECTION 11.11.	 	Benefits of Indenture	 	55
	SECTION 11.12.	 	Legal Holidays	 	55
	SECTION 11.13.	 	Governing Law	 	55
	SECTION 11.14.	 	Counterparts	 	55
	SECTION 11.15.	 	Recording of Indenture	 	55
	SECTION 11.16.	 	Trust Obligation	 	56
	SECTION 11.17.	 	No Petition	 	56
	SECTION 11.18.	 	Inspection	 	57
	SECTION 11.19.	 	Subordination	 	57
	SECTION 11.20.	 	Information Requests	 	58
	SECTION 11.21.	 	Communications with Rating Agencies	 	58
	SECTION 11.22.	 	Electronic Signatures	 	58


 






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APPENDIX


 


                


	APPENDIX A	 	Definitions



 


EXHIBITS


 


	EXHIBIT A-1	 	Form of
                                            A-1 Notes
	 	 	 
	EXHIBIT A-2	 	Form of
                                            A-2 Notes
	 	 	 
	EXHIBIT A-3	 	Form of
                                            A-3 Notes
	 	 	 
	EXHIBIT A-4	 	Form of
                                            A-4 Notes
	 	 	 
	EXHIBIT A-5	 	Form of
                                            Class B Notes
	 	 	 
	EXHIBIT B	 	Form of
                                            Section 3.9 Officer’s Certificate
	 	 	 
	EXHIBIT C	 	Form of
                                            Rule 144A Letter



 


SCHEDULES


 


	SCHEDULE P	 	Perfection Representations &
                                            Warranties






 






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INDENTURE
dated as of November 1, 2022 between CNH EQUIPMENT TRUST 2022-C, a Delaware statutory trust (the “Issuing Entity”),
and CITIBANK, N.A., a national banking association (“Citibank”), as trustee and not in its individual capacity (the
 “Indenture Trustee”).


 


Each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s 4.817% Class A-1
Asset Backed Notes (each an “A-1 Note”), 5.42% Class A-2 Asset Backed Notes (each an “A-2 Note”),
5.15% Class A-3 Asset Backed Notes (each an “A-3 Note”), 5.25% Class A-4 Asset Backed Notes (each an “A-4
Note”) and the 0.00% Class B Asset Backed Notes (each a “Class B Note”; and together with the
A-1 Notes, the A-2 Notes, the A-3 Notes, and the A-4 Notes, the “Notes”).


 


GRANTING CLAUSE


 


The Issuing Entity hereby
Grants to Citibank at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing Entity’s
right, title and interest in, to and under the following, whether now existing or hereafter arising or acquired (collectively, the “Collateral”):


 


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


 


(b)            the
security interests in the Financed Equipment granted by Obligors pursuant to the Receivables and any other interest of the Issuing Entity
in the Financed Equipment;


 


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


 


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


 


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


 


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


 


(g)            the
Sale and Servicing Agreement (including all rights of the Seller under the Purchase Agreement assigned to the Issuing Entity pursuant
to the Sale and Servicing Agreement);


 


(h)            [Reserved];
and


 


(i)             all
present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under
and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion,
voluntary or involuntary, into cash or other liquid property, all cash


 






     


     


    

 


proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds (to the extent not used to purchase Substitute
Equipment), condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments
and other property that at any time constitute all or part of or are included in the proceeds of any and all of the foregoing.


 


The foregoing Grant is made
in trust to secure (x) first, the payment of principal of and interest on, and any other amounts owing in respect of, the Class A
Notes, equally and ratably without prejudice, priority or distinction, and (y) second, the payment of principal of and interest
on, and any other amounts owing in respect of, the Class B Notes, equally and ratably without prejudice, priority or distinction,
and to secure compliance with this Indenture.


 


Citibank, as Indenture Trustee
on behalf of the Noteholders, (1) acknowledges such Grant, and (2) accepts the trusts under this Indenture in accordance with
this Indenture and agrees to perform its duties required in this Indenture and the other Basic Documents to which it is a party in accordance
with their terms.


 


Article I

Definitions and Incorporation by Reference


 


SECTION 1.1.         Definitions.
Capitalized terms used but not otherwise defined herein are defined in Appendix A hereto.


 


SECTION 1.2.        Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following terms, where used in the TIA, shall have the following meanings for
the purposes hereof:


 


“Commission”
means the Securities and Exchange Commission.


 


“indenture securities”
means the Notes.


 


“indenture security
holder” means a Noteholder.


 


“indenture to be qualified”
means this Indenture.


 


“indenture trustee”
or “institutional trustee” means the Indenture Trustee.


 


“obligor” on
the indenture securities means the Issuing Entity and any other obligor on the indenture securities.


 


All other TIA terms used
in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the
meaning assigned to them by such definitions.


 


SECTION 1.3.        Other
Definitional Provisions. (a) 
All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.


 






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


 


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


 


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


 


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


 


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


 


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


 


Article II

The Notes


 


SECTION 2.1.        Form.
The A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class B Notes, together with the Indenture Trustee’s certificate of authentication,
shall be in substantially the forms set forth in Exhibits A-1, A-2, A-3, A-4 and A-5 respectively, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon, as may, consistently herewith, be determined by the officers
executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Note.


 


The Definitive Notes shall
be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders),
all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.


 


Each Note shall be dated
the date of its authentication. The terms of the Notes set forth in Exhibits A-1, A-2, A-3, A-4, and A-5 are part of the terms
of this Indenture.


 






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SECTION 2.2.        Execution,
Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or facsimile.


 


Notes bearing the manual
or facsimile signature of individuals who were at the time of signature Authorized Officers of the Issuing Entity shall bind the Issuing
Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery
of such Notes or did not hold such offices at the date of such Notes.


 


The Indenture Trustee shall
upon Issuing Entity Order authenticate and deliver A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class B Notes for original issue
in an aggregate principal amount of $163,000,000, $285,000,000, $215,000,000, $41,070,000 and $16,210,000 respectively. The Outstanding
Amount of A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class B Notes at any time may not exceed such respective amounts except
as provided in Section 2.5.


 


Each Note shall be dated
the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in greater
whole-dollar denominations in excess thereof.


 


No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication
substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories,
and such certificate of authentication shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated
and delivered hereunder.


 


SECTION 2.3.        Temporary
Notes. Pending the preparation of Definitive Notes, the Issuing Entity may execute, and upon receipt of an Issuing Entity Order,
the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise
produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with this Indenture
as the Authorized Officers executing such Notes may determine, as evidenced by their execution of such Notes.


 


If temporary Notes are issued,
the Issuing Entity will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes,
the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuing
Entity to be maintained as provided in Section 3.2, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Notes, the Issuing Entity shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor
a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as if they were Definitive Notes.


 


SECTION 2.4.        Registration;
Registration of Transfer and Exchange. The Issuing Entity shall cause to be kept a register (the “Note Register”)
in which, subject to such reasonable regulations as it may prescribe, the Issuing Entity shall provide for the registration of Notes
and the registration of transfers of Notes. The Indenture Trustee shall be the “Note Registrar” for the purpose of
registering Notes and transfers of Notes as herein provided. Upon


 






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any resignation of any Note Registrar, the Issuing
Entity shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar.


 


If a Person other than the
Indenture Trustee is appointed by the Issuing Entity as the Note Registrar, the Issuing Entity will give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and
the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times, to obtain copies thereof and to rely
upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof, as to the names and addresses of the Holders
of the Notes and the principal amounts and number of such Notes.


 


Upon surrender for registration
of transfer of any Note at the office or agency of the Issuing Entity to be maintained as provided in Section 3.2, if the
requirements of Section 8-401(a) of the UCC are met (provided, this requirement will only apply to transfers of Class B
Notes following the transfer of the Class B Notes to an entity unaffiliated with the Originator), the Issuing Entity shall execute,
the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee
or transferees, one or more new Notes in any authorized denominations of a like aggregate principal amount.


 


At the option of the Holder,
Notes may be exchanged for other new Notes of the same Class in any authorized denominations of a like aggregate principal amount,
upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements
of Section 8-401(a) of the UCC are met (provided, this requirement will only apply to transfers of Class B Notes following
the transfer of the Class B Notes to an entity unaffiliated with the Originator), the Issuing Entity shall execute, the Indenture
Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes that the Noteholder making the exchange
is entitled to receive.


 


By its acquisition of a Note
or any interest therein, each purchaser or transferee shall be deemed to represent and warrant that either (a) it is not an “employee
benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended
(the “Code”), an entity deemed to hold “plan assets” of any of the foregoing (collectively, a “Benefit
Plan”) or a “governmental plan” as defined in Section 3(32) of ERISA that is subject to any law substantially
similar to ERISA or Section 4975 of the Code or (b) the acquisition and holding of the Note or any interest therein will not
result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar
applicable law.


 


All Notes issued upon any
registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, evidencing the same debt and entitled
to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.


 


No transfer of a Class B
Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act of 1933 (the
 “Securities Act”) and any applicable state securities laws or is exempt from the registration requirements under said Securities
Act and such state securities laws. In the event that a transfer is to be made in reliance


 






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upon an exemption from the Securities Act and
such laws, in order to assure compliance with the Securities Act and such laws, there shall be delivered to the Issuing Entity and to
the Indenture Trustee a letter in substantially the form of Exhibit C (the “Rule 144A Letter”). Notwithstanding
the preceding sentence or anything else herein, any transfer of the Class B Notes to the Depositor, the Originator or any of their
Affiliates on the Closing Date, and any transfer from any of such entities to its Affiliate, and any transfer from any such entity to
an initial purchaser(s) pursuant to an exemption from the registration requirements, will not require the delivery of a Rule 144A
Letter and may be made regardless of whether such entity is a “qualified institutional buyer” as defined in the Securities
Act. The Issuing Entity shall provide to any Holder of a Class B Note and any prospective transferee designated by any such Holder,
information regarding the Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition
to eligibility set forth in Rule 144A(d)(4) for transfer of any such Class B Note without registration thereof under the
Securities Act pursuant to the registration exemption provided by Rule 144A. The Indenture Trustee and the Servicer shall cooperate
with the Issuing Entity in providing the Rule 144A information referenced in the preceding sentence, including providing to the
Issuing Entity such information regarding the Class B Notes, the Receivables and other matters regarding the Trust Estate as the
Issuing Entity shall reasonably request to meet its obligation under the preceding sentence. Each Holder of a Class B Note desiring
to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, the Issuing Entity, the Seller and the Servicer
against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


 


Every Class A Note,
and every Class B Note (but, with respect to Class B Notes only, only with respect to transfers following the transfer of the
Class B Notes to an entity unaffiliated with the Originator) presented or surrendered for registration of transfer or exchange shall
be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed
by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.


 


No service charge shall be
made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes,
other than exchanges pursuant to Sections 2.3 or 9.6 not involving any transfer.


 


If for tax or other reasons
it may be necessary to track Notes (e.g., if the Notes have original issue discount or have been held by a member of the Issuing
Entity’s “expanded group”, within the meaning of Treasury Regulations promulgated under Section 385 of the Code),
tracking conditions (e.g., requiring that Notes be in definitive registered form) may be required by the Administrator as a condition
to the transfer; provided however; that neither the Note Registrar nor the Indenture Trustee shall have any duty or obligation to monitor
or enforce compliance with such tracking conditions.


 






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No sale or transfer of a
Retained Note may be made unless (A) the Indenture Trustee and the Depositor have received an Opinion of Counsel, with respect to
the sale or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold or transferred will be
characterized as indebtedness for federal income tax purposes or (B) the Indenture Trustee and the Depositor have received an Opinion
of Counsel that such sale or transfer shall not cause the Issuing Entity to be treated as an association (or publicly traded partnership)
taxable as a corporation for federal income tax purposes.


 


SECTION 2.5.        Mutilated,
Destroyed, Lost or Stolen Notes. If: (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture
Trustee such security or indemnity as may be required by the Indenture Trustee and the Issuing Entity to hold the Indenture Trustee and
the Issuing Entity, respectively, harmless, then, in the absence of notice to the Issuing Entity, the Note Registrar or the Indenture
Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC
are met, the Issuing Entity shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class; provided, however,
that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and
payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuing Entity may pay such destroyed,
lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement
Note (or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence), a bona fide purchaser of the
original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuing Entity and the Indenture
Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking
such replacement Note from such Person to whom such replacement Note was delivered (or payment made) or any assignee of such Person,
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuing Entity or the Indenture Trustee in connection therewith.


 


Upon the issuance of any
replacement Note under this Section, the Issuing Entity may require the payment by the Holder of such Note of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and
expenses of the Indenture Trustee) connected therewith.


 


Every replacement Note issued
pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly
issued hereunder.


 


The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.


 






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SECTION 2.6.        Persons
Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuing Entity, the Indenture Trustee and
any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of
determination) as the owner of such Note for the purpose of receiving payments of principal and interest, if any, on such Note and for
all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuing Entity, the Indenture Trustee nor any agent
of the Issuing Entity or the Indenture Trustee shall be affected by notice to the contrary.


 


SECTION 2.7.        Payment
of Principal and Interest; Defaulted Interest. (a)  The A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class B Notes
shall accrue interest at the A-1 Note Rate, the A-2 Note Rate, the A-3 Note Rate, the A-4 Note Rate and the Class B Note Rate, respectively,
and such interest shall be payable on each Payment Date, subject to Section 3.1. Any installment of interest or principal,
if any, payable on any Note that is punctually paid or duly provided for by the Issuing Entity on the applicable Payment Date shall be
paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately
available funds to the account designated by such Person. Unless Definitive Notes have been issued, with respect to Notes registered
on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will
be made by wire transfer in immediately available funds to the account designated by such nominee. Notwithstanding the above, the final
installment of principal payable with respect to such Note (and except for the Redemption Price for any Note called for redemption pursuant
to Section 10.1(a)) shall be payable as provided in clause (b)(ii). The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.3.


 


(b)(i)  The principal of each
Note shall be payable in installments on each Payment Date as provided in this Indenture, and except as provided below each such installment
shall be due and payable only to the extent that there are funds available to make the payment in accordance with the Basic Documents.
Notwithstanding the foregoing: (A) the entire Outstanding Amount of each Class of Notes shall be due and payable on the related
Class Final Scheduled Maturity Date, and (B) the entire Outstanding Amount of all Classes of Notes shall be due and payable,
on any date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders of Notes representing
not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2, and such Notes shall be paid in accordance with, and in the priority and sequence set forth in,
Section 8.2(e). All principal payments on the A-1 Notes shall be made pro rata to the Noteholders of the A-1 Notes. All principal
payments on the A-2 Notes shall be made pro rata to the Noteholders of the A-2 Notes. All principal payments on the A-3 Notes shall be
made pro rata to the Noteholders of the A-3 Notes. All principal payments on the A-4 Notes shall be made pro rata to the Noteholders
of the A-4 Notes. All principal payments on the Class B Notes shall be made pro rata to the Noteholders of the Class B Notes.


 


(ii) The Indenture Trustee shall
notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which
the Issuing Entity expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed
no later than five Business Days prior to such final Payment Date and shall specify that such final installment will


 






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be payable only upon presentation and
surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.
Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.


 


(c)            If
the Issuing Entity defaults in a payment of interest on the Notes, the Issuing Entity shall pay, in any lawful manner, defaulted interest
(plus interest on such defaulted interest to the extent lawful) at the applicable interest rate from the Payment Date for which such
payment is in default. The Issuing Entity may pay such defaulted interest to the Persons who are Noteholders on a subsequent special
record date, which date shall be at least five Business Days prior to the special payment date. The Issuing Entity shall fix or cause
to be fixed any such special record date and special payment date, and, at least 15 days before any such special record date, shall mail
to each Noteholder a notice that states the special record date, the special payment date and the amount of defaulted interest to be
paid.


 


SECTION 2.8.        Cancellation.
All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the
Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The Issuing Entity
may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder that the
Issuing Entity may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section except as expressly
permitted by this Indenture. All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention
or disposal policy as in effect at the time unless the Issuing Entity shall direct by an Issuing Entity Order that they be returned to
it; provided, that such Issuing Entity Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.


 


SECTION 2.9.        Release
of Collateral. Subject to Sections 8.4 and 11.1 and the Basic Documents, the Indenture Trustee shall release property
from the Lien of this Indenture only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate, an Opinion
of Counsel and Independent Certificates in accordance with TIA §§314(c) and 314(d)(l), or an Opinion of Counsel in lieu
of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.


 


SECTION 2.10.      Book-Entry
Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes,
to be delivered to The Depository Trust Company (“DTC”) (the initial Clearing Agency), or its custodian, by, or on
behalf of, the Issuing Entity. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Note Owner of such Note will receive a Definitive Note representing such Note Owner's
interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive
Notes”) representing Notes have been issued to Note Owners:


 


(i)            this
Section shall be in full force and effect;


 






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(ii)            the
Note Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and
interest on the applicable Notes) as the authorized representative of the Note Owners;


 


(iii)            to
the extent that this Section conflicts with any other provisions of this Indenture, this Section shall control;


 


(iv)          except
for rights of Note Owners exercised pursuant to Sections 7.6 and 7.7 of this Indenture and Section 3.3 of the Sale
and Servicing Agreement, which rights may be exercised directly to the Issuing Entity or the Servicer in the case of Section 7.6
of this Indenture, the Indenture Trustee in the case of Section 7.7 of this Indenture, and CNHICA or the Seller with
respect to Section 3.3 of the Sale and Servicing Agreement, the rights of Note Owners shall be exercised only through the Clearing
Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing
Agency Participants pursuant to the Note Depository Agreement; unless and until Definitive Notes are issued, the Clearing Agency will
make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the
applicable Notes to such Clearing Agency Participants; and


 


(v)            whenever
this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified
percentage of the Outstanding Amount of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage
only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing,
respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions
to the Indenture Trustee.


 


SECTION 2.11.     Notices
to Clearing Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes have been issued to Note Owners, the Indenture Trustee shall give all such notices and communications to the Clearing
Agency.


 


SECTION 2.12.     Definitive
Notes. Notes initially or subsequently cleared through a clearing agency may be issued in definitive, fully registered certificated
form to Noteholders if requested by the DTC participants to whom the Notes are credited and in accordance with DTC’s rules and
procedures. Upon any surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency,
accompanied by registration instructions, the Issuing Entity shall execute, and the Indenture Trustee shall authenticate, the Definitive
Notes in accordance with the instructions of the Clearing Agency. None of the Issuing Entity, the Note Registrar or the Indenture Trustee
shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying
on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes
as Noteholders. In addition, Notes issued as Definitive Notes from time to time may be subsequently issued as Book-Entry Notes and cleared
through a Clearing Agency at the request of applicable Holders of the Definitive Notes.


 






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SECTION 2.13.     Tax
Treatment. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and
State income tax and any other tax measured in whole or in part by income, until the Certificates are held by other than the Seller,
the Trust be disregarded as an entity separate from the Seller and the Notes be treated as debt of the Seller. At such time that the
Certificates are held by more than one Person, it is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that,
for such tax purposes, the Trust be treated as a partnership and the Notes be treated as debt of the Trust. Each Noteholder or Note Owner,
by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent
with the treatment of, the Notes for such tax purposes as provided in this Section 2.13. This Section 2.13 shall
not apply with respect to the characterization of the Notes as indebtedness for U.S. federal income tax purposes in the case of notes
held by (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator)
or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury Regulations promulgated
under Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes.


 


SECTION 2.14.     Certain
FATCA Information. By its acceptance of its Note, each Noteholder or Note Owner agrees, pursuant to Section 3.3: (A) upon
the request of any Paying Agent, to provide the Noteholder Tax Identification Information, and to the extent FATCA Withholding Tax is
applicable, Noteholder FATCA Information to the Paying Agent, and (B) that the Paying Agent has the right to withhold any amount
of interest (properly withholdable under law and without any corresponding gross-up) payable to such Noteholder or Note Owner that fails
to comply with the requirements of (A) above or as may otherwise be required by FATCA.


 


Article III

Covenants


 


SECTION 3.1.        Payment
of Principal and Interest. The Issuing Entity will duly and punctually pay the principal and interest, if any, on the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to Sections 8.2(c) and
(e), the Issuing Entity will cause to be distributed to Holders of the Notes all amounts on deposit in the Note Distribution Account
on a Payment Date deposited therein for the benefit of the Notes pursuant to the Sale and Servicing Agreement. Amounts properly withheld
under the Code or any applicable State law by any Person from a payment to any Noteholder of interest and/or principal shall be considered
as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.


 


SECTION 3.2.        Maintenance
of Office or Agency. The Issuing Entity will maintain an office or agency where Notes may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Issuing Entity in respect of the Notes and this Indenture may be served.
The Issuing Entity hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuing Entity
will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency.
If at any time the Issuing Entity shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with
the address thereof, such surrenders, notices and demands


 






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may be made or served at the Corporate Trust
Office, and the Issuing Entity hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.


 


SECTION 3.3.        Money
for Payments To Be Held in Trust. As provided in Sections 8.2(a) and (b), all payments of amounts due and
payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account and the Note Distribution Account
pursuant to Section 8.2(c) or Section 8.2(e), as applicable, shall be made on behalf of the Issuing Entity
by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account and the Note Distribution
Account for payments of Notes shall be paid over to the Issuing Entity except as provided in this Section.


 


One Business Day prior to
each Payment Date and Redemption Date, the Issuing Entity shall deposit or cause to be deposited in the Note Distribution Account an
aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons
entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or
failure so to act.


 


Any Paying Agent shall be
appointed by Issuing Entity Order with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuing Entity
shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in Section 6.11.


 


The Issuing Entity will cause
each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying
Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the
provisions of this Section, that such Paying Agent will:


 


(i)             hold
in trust all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as
herein provided;


 


(ii)            give
the Indenture Trustee notice of any default by the Issuing Entity (or any other obligor upon the Notes) of which it has actual knowledge
in the making of any payment required to be made with respect to the Notes;


 


(iii)           at
any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture
Trustee all sums so held in trust by such Paying Agent;


 


(iv)           immediately
resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time
it ceases to meet the standards required to be met by a Paying Agent;


 


(v)            comply
with all requirements of the Code and any applicable State law with respect to the withholding from any payments made by it on any Notes
of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith;
and


 






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(vi)           require
each Noteholder or Note Owner, in accordance with Section 2.14, to: (A) provide the Noteholder Tax Identification Information,
and to the extent FATCA Withholding Tax is applicable, Noteholder FATCA Information to the Paying Agent, and (B) agree that the
Paying Agent has the right to withhold any amount of interest (properly withholdable under law and without any corresponding gross-up)
payable to a Noteholder or Note Owner that fails to comply with the requirements of (A) above.


 


The Issuing Entity may at
any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuing Entity Order,
direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture
Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to
the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.


 


Subject to applicable laws
with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount
due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from
such trust and be paid to the Issuing Entity on Issuing Entity Order; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Issuing Entity for payment thereof (but only to the extent of the amounts so paid to the Issuing Entity),
and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense
and direction of the Issuing Entity cause to be published once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Issuing Entity. The Indenture Trustee shall also adopt and employ, at the expense of the Issuing Entity, any other
reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose Notes have been called
but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable
from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).


 


SECTION 3.4.        Existence.
The Issuing Entity will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the jurisdiction
of its organization and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is
or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument
or agreement included in the Trust Estate.


 


SECTION 3.5.        Protection
of the Trust Estate. The Issuing Entity will from time to time execute and deliver all such supplements and amendments hereto
and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such
other action necessary or advisable to:


 






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(i)              maintain
or preserve the Lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;


 


(ii)             perfect,
publish notice of or protect the validity of any Grant made or to be made by this Indenture;


 


(iii)            enforce
any of the Collateral; or


 


(iv)            preserve
and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Trust Estate against the claims
of all Persons.


 


The Issuing Entity hereby
designates the Indenture Trustee as its agent and attorney-in-fact to execute any financing statement, continuation statement, instrument
of further assurance or other instrument required to be executed to accomplish the foregoing.


 


SECTION 3.6.        Opinions
as to the Trust Estate. (a) On the Closing Date, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has been taken or will be taken with respect to the recording
and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution
and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the Lien and security
interest created by this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such
action is necessary to make such Lien and security interest effective.


 


(b)            On
or before April 30 in each calendar year commencing in the calendar year 2023 the Issuing Entity shall furnish to the Indenture
Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect
to the execution and filing of any financing statements and continuation statements, as is necessary to maintain the Lien and security
interest of this Indenture and reciting the details of such action, or stating that in the opinion of such counsel no such action is
necessary to maintain such Lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and the execution and filing of
any financing statements, amendments to financing statements and continuation statements, that will, in the opinion of such counsel,
be required to maintain the Lien and security interest of this Indenture until April 30 in the following calendar year.


 


SECTION 3.7.        Performance
of Obligations; Servicing of Receivables. (a)  The Issuing Entity will not take any action and will use its best efforts
not to permit any action to be taken by others that would release any Person from any material covenants or obligations under any instrument
or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the
Sale and Servicing Agreement or such other instrument or agreement.


 






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(b)            The
Issuing Entity may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such
duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuing Entity shall be deemed to be
action taken by the Issuing Entity. Initially, the Issuing Entity has contracted with the Servicer and the Administrator to assist the
Issuing Entity in performing its duties under this Indenture.


 


(c)            The
Issuing Entity will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Basic
Documents and in the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing
statements and continuation statements required to be filed by this Indenture and the Sale and Servicing Agreement in accordance with
and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuing Entity shall
not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee
or the Holders of at least a majority of the Outstanding Amount of the Notes.


 


(d)            If
the Issuing Entity shall have knowledge of the occurrence of a Servicer Default, the Issuing Entity shall promptly notify the Servicer,
the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuing Entity is taking
with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations
under the Sale and Servicing Agreement with respect to the Receivables, the Issuing Entity shall take all reasonable steps available
to it to remedy such failure.


 


(e)            As
promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to
Section 8.1 of the Sale and Servicing Agreement, the Issuing Entity shall appoint a successor servicer acceptable to the Indenture
Trustee (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption
in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment
at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be
appointed as the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is unable to so act, (i) notify
the Issuing Entity of its resignation as Successor Servicer and (ii) appoint or petition a court of competent jurisdiction to appoint
any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of
equipment receivables as the successor to the Servicer under the Sale and Servicing Agreement. In accordance with Section 8.2 of
the Sale and Servicing Agreement, the Issuing Entity shall enter into an agreement with such Successor Servicer for the servicing of
the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed
to the previous Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity
and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the
Indenture Trustee in its duties as the Successor Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become
the Successor Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to act through or appoint as Servicer
any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as
Successor Servicer. Notwithstanding anything else herein to the contrary, in no event shall the Indenture


 






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Trustee be liable for any servicing fee or for
any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to act as
Successor Servicer under this Indenture and the transactions set forth or provided for herein, or be liable for or be required to make
any servicer advances.


 


(f)            Upon
any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuing Entity shall promptly
notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuing Entity shall notify the Indenture Trustee of
such appointment, specifying in such notice the name and address of such Successor Servicer.


 


SECTION 3.8.        Negative
Covenants. So long as any Notes are Outstanding, the Issuing Entity shall not:


 


(i)             except
as expressly permitted by this Indenture, the Purchase Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise
dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, unless directed to do
so by the Indenture Trustee;


 


(ii)            claim
any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld
from such payments under the Code or applicable State law) or assert any claim against any present or former Noteholder by reason of
the payment of the taxes levied or assessed upon any part of the Trust Estate; or


 


(iii)            (A) permit
the validity or effectiveness of this Indenture to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated,
terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this
Indenture except as may be expressly permitted hereby, (B) permit any Lien (other than the Lien of this Indenture) to be created
on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof
or (C) permit the Lien of this Indenture not to constitute a valid first priority (other than with respect to any tax lien, mechanics’
lien or other lien not considered a Lien) security interest in the Trust Estate.


 


SECTION 3.9.        Annual
Statement as to Compliance. The Issuing Entity will deliver to the Indenture Trustee, within 120 days after the end of each fiscal
year of the Issuing Entity, an Officer’s Certificate, substantially in the form of Exhibit B, stating that:


 


(i)             a
review of the activities of the Issuing Entity during such year and of performance under this Indenture has been made under such Authorized
Officer’s supervision; and


 


(ii)            to
the best of such Authorized Officer’s knowledge, based on such review, the Issuing Entity has complied with all conditions and
covenants under this Indenture throughout such year or, if there has been a default in the compliance of any such condition or covenant,
specifying each such default known to such Authorized Officer and the nature and status thereof.


 






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SECTION 3.10.     Issuing
Entity May Consolidate, etc., Only on Certain Terms.


 


(a)            The
Issuing Entity shall not consolidate or merge with or into any other Person, unless:


 


(i)             the
Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing
under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal
of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuing
Entity to be performed or observed, all as provided herein;


 


(ii)            immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;


 


(iii)            the
Rating Agency Condition shall have been satisfied with respect to such transaction;


 


(iv)           the
Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect
that such transaction will not have any material adverse tax consequence to the Issuing Entity, any Noteholder or any Certificateholder;


 


(v)            any
action that is necessary to maintain the Lien and security interest created by this Indenture shall have been taken; and


 


(vi)           the
Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that
such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent
herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).


 


(b)            Except
as permitted by the Basic Documents, the Issuing Entity shall not convey or transfer any of its properties or assets, substantially as
an entirety, including those included in the Trust Estate, to any Person, unless:


 


(i)             the
Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is
hereby restricted shall: (A) be a United States citizen or a Person organized and existing under the laws of the United States of
America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee,
in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance
or observance of every agreement and covenant of this Indenture and the other Basic Documents on the part of the Issuing Entity to be
performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title
and interest so conveyed or transferred shall be subject and


 






    17


     


    

 


subordinate to the rights of Holders
of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless
the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly
agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all
filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;


 


(ii)            immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;


 


(iii)            the
Rating Agency Condition shall have been satisfied with respect to such transaction;


 


(iv)            the
Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect
that such transaction will not have any material adverse tax consequence to the Issuing Entity, any Noteholder or any Certificateholder;


 


(v)            any
action that is necessary to maintain the Lien and security interest created by this Indenture shall have been taken; and


 


(vi)           the
Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that
such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent
herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).


 


SECTION 3.11.     Successor
or Transferee. (a)  Upon any consolidation or merger of the Issuing Entity in accordance with Section 3.10(a),
the Person formed by or surviving such consolidation or merger (if other than the Issuing Entity) shall succeed to, and be substituted
for, and may exercise every right and power of, the Issuing Entity under this Indenture with the same effect as if such Person had been
named as the Issuing Entity herein.


 


(b)            Upon
a conveyance or transfer of all the assets and properties of the Issuing Entity pursuant to Section 3.10(b), the Issuing
Entity will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuing Entity
with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that the Issuing Entity is
to be so released.


 


SECTION 3.12.     No
Other Business. The Issuing Entity shall not engage in any business other than as permitted in Section 2.3 of the Trust
Agreement.


 


SECTION 3.13.     No
Borrowing. The Issuing Entity shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for
any indebtedness except for the Notes.


 






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SECTION 3.14.     Servicer’s
Obligations. The Issuing Entity shall cause the Servicer to comply with Sections 4.8, 4.9, 4.10, 4.11 and 5.11 of the Sale and
Servicing Agreement.


 


SECTION 3.15.     Guarantees,
Loans, Advances and Other Liabilities. Except as contemplated by the Sale and Servicing Agreement or this Indenture, the Issuing
Entity shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of
assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase
or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital
contribution to, any other Person.


 


SECTION 3.16.     Capital
Expenditures. The Issuing Entity shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).


 


SECTION 3.17.     Removal
of Administrator. So long as any Notes are Outstanding, the Issuing Entity shall not remove the Administrator without cause unless
the Rating Agency Condition shall have been satisfied in connection with such removal.


 


SECTION 3.18.     Restricted
Payments. The Issuing Entity shall not, directly or indirectly: (i) pay any dividend or make any distribution (by reduction
of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Trustee or any owner of a beneficial
interest in the Issuing Entity or otherwise with respect to any ownership or equity interest or security in or of the Issuing Entity
or to the Servicer or the Administrator, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity
interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuing
Entity may make, or cause to be made, distributions to the Servicer, the Trustee, the Certificateholders and the Administrator as contemplated
by, and to the extent funds are available for such purpose under, the Sale and Servicing Agreement. The Issuing Entity will not, directly
or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture and the other Basic
Documents.


 


SECTION 3.19.     Notice
of Events of Default. The Issuing Entity shall give the Indenture Trustee and the Rating Agencies prompt written notice of each
Event of Default hereunder, each default on the part of the Servicer or the Seller of its obligations under the Sale and Servicing Agreement
and each default on the part of CNHICA of its obligations under the Purchase Agreement.


 


SECTION 3.20.     Further
Instruments and Acts. Upon request of the Indenture Trustee, the Issuing Entity will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.


 


SECTION 3.21.     Perfection
Representation. The Issuing Entity further makes all the representations, warranties and covenants set forth in Schedule P.


 






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Article IV

Satisfaction and Discharge


 


SECTION 4.1.        Satisfaction
and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to: (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal thereof and interest thereon, (iv) [Reserved]; (v) Sections 3.3, 3.4, 3.5,
3.8, 3.10, 3.12 and 3.13, (vi) the rights, obligations and immunities of the Indenture Trustee hereunder (including the
rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.2)
and (vii) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee
payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:


 


(A)         either:


 


(1)           all
Notes theretofore authenticated and delivered (other than: (i) Notes that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 2.5 and (ii) Notes for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust,
as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or


 


(2)           all
Notes not theretofore delivered to the Indenture Trustee for cancellation:


 


(i)            have
become due and payable,


 


(ii)          will
become due and payable on the respective Class Final Scheduled Maturity Date within one year, or


 


(iii)         are
to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption
by the Indenture Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing Entity, in the case of clause (2)(i),
(ii) or (iii), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or
direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are
payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore
delivered to the Indenture Trustee for cancellation when due to the respective Class Final Scheduled Maturity Date or Redemption
Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be;


 


(B)         the
Issuing Entity has paid or caused to be paid all other sums payable hereunder by the Issuing Entity; and


 






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(C)         the
Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA)
an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and,
subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.


 


SECTION 4.2.        Application
of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such monies
have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest; but such monies
need not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or as required by
law.


 


SECTION 4.3.        Repayment
of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes,
all monies then held by any Paying Agent other than the Indenture Trustee under this Indenture with respect to such Notes shall, upon
demand of the Issuing Entity, be paid to the Indenture Trustee to be held and applied according to Section 3.3, and thereupon
such Paying Agent shall be released from all further liability with respect to such monies.


 


Article V

Remedies


 


SECTION 5.1.        Events
of Default. “Event of Default”, wherever used herein, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(i)            default
in the payment of any interest on any Class A Note, or if no Class A Notes are Outstanding, any Class B Note, when the
same becomes due and payable, and such default shall continue for a period of five days;


 


(ii)           default
in the payment of the principal of any Note when the same becomes due and payable;


 


(iii)          default
in the observance or performance of any covenant or agreement of the Issuing Entity made in this Indenture (other than a covenant or
agreement a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation
or warranty of the Issuing Entity made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection
herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall
continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall
not have been


 






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eliminated or otherwise cured, for
a period of 30 days after there shall have been given, by registered or certified mail, to the Issuing Entity by the Indenture Trustee
or to the Issuing Entity and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Notes, a written notice
specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice
of Default hereunder;


 


(iv)           the
filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuing Entity or any substantial
part of the Trust Estate in an involuntary case under any applicable federal or State bankruptcy, insolvency or other similar law now
or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing
Entity or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuing Entity’s affairs,
and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(v)            the
commencement by the Issuing Entity of a voluntary case under any applicable federal or State bankruptcy, insolvency or other similar
law now or hereafter in effect, or the consent by the Issuing Entity to the entry of an order for relief in an involuntary case under
any such law, or the consent by the Issuing Entity to the appointment or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the Trust Estate, or the making by the
Issuing Entity of any general assignment for the benefit of creditors, or the failure by the Issuing Entity generally to pay its debts
as such debts become due, or the taking of action by the Issuing Entity in furtherance of any of the foregoing.


 


The Issuing Entity shall
deliver to the Indenture Trustee, within five days after the Issuing Entity or the Administrator obtains actual knowledge thereof, written
notice in the form of an Officer’s Certificate of any event that, with the giving of notice or the lapse of time or both, would
become an Event of Default under clause (iii), its status and what action the Issuing Entity is taking or proposes to take with
respect thereto.


 


SECTION 5.2.        Acceleration
of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every
such case the Indenture Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount may declare all
the Notes to be immediately due and payable, by a notice in writing to the Issuing Entity (and to the Indenture Trustee if given by Noteholders),
and upon any such declaration the Outstanding Amount, together with accrued and unpaid interest thereon through the date of acceleration,
shall become immediately due and payable.


 


At any time after such declaration
of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture
Trustee as hereinafter in this Article V provided, the Holders of Notes representing not less than a majority of the Outstanding
Amount, by written notice to the Issuing Entity and the Indenture Trustee, may rescind and annul such declaration and its consequences
if:


 






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(i)             the
Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay:


 


(A)        all
payments of principal of and interest on all Notes and all other amounts, in each case, that would then be due hereunder if the Event
of Default giving rise to such acceleration had not occurred; and


 


(B)         all
sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Indenture Trustee and its agents and counsel; and


 


(ii)            all
Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been
cured or waived as provided in Section 5.12.


 


No such rescission shall
affect any subsequent default or impair any right consequent to such default.


 


SECTION 5.3.        Collection
of Indebtedness and Suits for Enforcement by Indenture Trustee. (a)  The Issuing Entity covenants that if an Event of Default
described in Section 5.1(i) or (ii) occurs, the Issuing Entity will, upon demand of the Indenture Trustee,
pay to it, for the benefit of the Holders of Notes, the whole amount then due and payable on such Notes for principal and interest, with
interest upon the overdue principal at the applicable interest rate, and, to the extent payment at such rate of interest shall be legally
enforceable, upon overdue installments of interest, at the applicable interest rate, and in addition thereto such further amount as shall
be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances
of the Indenture Trustee and its agents and counsel.


 


(b)            In
case the Issuing Entity shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee
of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to
judgment or final decree, and may enforce the same against the Issuing Entity or other obligor upon such Notes and collect in the manner
provided by law out of the property of the Issuing Entity or other obligor upon such Notes, wherever situated, the monies adjudged or
decreed to be payable.


 


(c)            In
case an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4,
in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the
Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal
or equitable right vested in the Indenture Trustee by this Indenture or by law.


 


(d)            In
case there shall be pending, relative to the Issuing Entity or any other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under the Bankruptcy Code or any other applicable federal or State bankruptcy,


 






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insolvency or other similar law, or in case a
receiver, assignee, trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for
or taken possession of the Issuing Entity or its property or such other obligor or Person, or in case of any other comparable judicial
Proceedings relative to the Issuing Entity or other obligor upon the Notes, or to the creditors or property of the Issuing Entity or
such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to this
Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:


 


(i)             to
file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file
such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim
for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor
Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;


 


(ii)            unless
prohibited by applicable law or regulations, to vote on behalf of the Holders of the Notes in any election of a trustee, a standby trustee
or any Person performing similar functions in any such Proceedings;


 


(iii)           to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and


 


(iv)           to
file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture
Trustee or the Holders of Notes allowed in any judicial Proceedings relative to the Issuing Entity, its creditors and its property;


 


and any trustee, receiver, liquidator, assignee,
custodian, sequestrator or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments
to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders,
to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and
all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.


 


(e)            Nothing
herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf
of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder
thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid,
to vote for the election of a trustee in bankruptcy or similar Person.


 






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(f)             All
rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without
the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action
or Proceedings instituted by the Indenture Trustee shall be brought in its own name and as trustee of an express trust, and any recovery
of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture
Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.


 


(g)            In
any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture
to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and
it shall not be necessary to make any Noteholder a party to any such Proceedings.


 


SECTION 5.4.        Remedies;
Priorities. (a) If the Notes have been declared to be due and payable under Section 5.2 following an Event of
Default, the Indenture Trustee may do one or more of the following (subject to Section 5.5):


 


(i)             institute
Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this
Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity
and any other obligor upon such Notes monies adjudged due;


 


(ii)            institute
Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;


 


(iii)           exercise
any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of
the Indenture Trustee and the Holders of the Notes;


 


(iv)          sell
the Trust Estate, or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in
any manner permitted by law; and


 


(v)           make
demand upon the Servicer, by written notice, that the Servicer deliver to the Indenture Trustee all Receivable Files;


 


provided,
however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other
than an Event of Default described in Section 5.1(i) or (ii), unless: (A) all the Noteholders consent thereto,
(B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then
due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Trust Estate will not
continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes
had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount
of the Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation
as to the feasibility of such proposed action and


 



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as to the sufficiency of the Trust Estate for
such purpose. The Indenture Trustee shall incur no liability as a result of the sale of the Trust Estate or any part thereof at any sale
pursuant to this Section 5.4 conducted in a commercially reasonable manner. Each of the Issuing Entity and Holders hereby
waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Trust Estate may have been
sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received
and does not offer the Trust Estate to more than one offeree, so long as such sale is conducted in a commercially reasonable manner.


 


(b)             If
the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out such money or property
in the following order:


 


FIRST:
to pay the Servicer its accrued and unpaid Servicing Fee;


 


SECOND:
to the Indenture Trustee for amounts due under Section 6.7 and to the Trustee for amounts due to it under Section 8.1
of the Trust Agreement;


 


THIRD:
to the Asset Representations Reviewer for amounts due to it, including indemnities, according to the Basic Documents;


 


FOURTH:
to the Administrator its accrued and unpaid Administration Fees;


 


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


 


SIXTH:
to the Servicer, to cover any accrued and unpaid reimbursable expenses;


 


SEVENTH:
to the Trustee for amounts due to the Trustee under Article VIII of the Trust Agreement to the extent not paid under clause SECOND
above; and


 


EIGHTH:
to the Issuing Entity for distribution to the Certificateholders.


 


The Indenture Trustee may
fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such
special record date, the Issuing Entity shall mail to each Noteholder and the Indenture Trustee a notice that states the special record
date, the special payment date and the amount to be paid.


 


SECTION 5.5.         Optional
Preservation of the Receivables. If the Notes have been declared to be due and payable under Section 5.2 following
an Event of Default, and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need
not, elect to maintain possession of the Trust Estate. It is the desire of the parties hereto and the Noteholders that there be at all
times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into
account when determining whether or not to maintain possession of the Trust Estate. In determining whether to


 




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maintain possession of the Trust Estate, the
Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.


 


SECTION 5.6.         Limitation
of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


(i)             such
Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;


 


(ii)            the
Holder(s) of not less than 25% of the Outstanding Amount of the Notes have made written request to the Indenture Trustee to institute
such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;


 


(iii)           such
Holder(s) have offered to the Indenture Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred
in complying with such request;


 


(iv)           the
Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceeding;
and


 


(v)            no
direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of
a majority of the Outstanding Amount of the Notes;


 


it being understood and intended that no one
or more Holder(s) of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb or prejudice the rights of any other Holder(s) of Notes or to obtain or to seek to obtain priority or preference
over any other Holder(s) or to enforce any right under this Indenture, except in the manner herein provided.


 


In the event the Indenture
Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less
than a majority of the Outstanding Amount of the Notes, the Indenture Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.


 


SECTION 5.7.         Unconditional
Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture,
the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest,
if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption,
on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.


 


SECTION 5.8.         Restoration
of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture


 




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and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case
the Issuing Entity, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.


 


SECTION 5.9.         Rights
and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


SECTION 5.10.       Delay
or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Holder of Notes to exercise any right or remedy
accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event
of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or to the
Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders,
as the case may be.


 


SECTION 5.11.       Control
by Noteholders. The Holders of not less than a majority of the Outstanding Amount of the Notes shall have the right to direct
the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee; provided, that:


 


(i)             such
direction shall not be in conflict with any rule of law or with this Indenture;


 


(ii)            subject
to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be
by all the Noteholders;


 


(iii)           if
the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant
to such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount
of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and


 


(iv)           the
Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction;


 


provided
further, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines
might involve it in liability or might materially adversely affect the rights of any Noteholder(s) not consenting to such action.


 




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SECTION 5.12.       Waiver
of Past Defaults. Prior to the time a judgment or decree for payment of money due has been obtained as described in Section 5.3,
the Holders of Notes of not less than a majority of the Outstanding Amount of the Notes may waive any past Default or Event of Default
and its consequences except a Default: (a) in payment of principal of or interest on any of the Notes or (b) in respect of
a covenant or provision hereof that cannot be modified or amended without the consent of the Holder of each Note. In the case of any
such waiver, the Issuing Entity, the Indenture Trustee and the Holders of the Notes shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent
thereto.


 


Upon any such waiver, such
Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall
be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent
or other Default or impair any right consequent thereto.


 


SECTION 5.13.       Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorney’s fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to: (a) any
suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder(s) holding in the aggregate more than 10%
of the Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal
of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption,
on or after the Redemption Date).


 


SECTION 5.14.       Waiver
of Stay or Extension Laws. The Issuing Entity covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuing Entity (to
the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.


 


SECTION 5.15.       Action
on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien of this
Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by
the Indenture Trustee against the Issuing Entity or by the levy of any execution under such judgment upon any portion of the Trust Estate
or upon any of the assets of the Issuing Entity. Any money or property collected by the Indenture Trustee shall be applied in accordance
with Section 5.4(b).


 




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SECTION 5.16.       Performance
and Enforcement of Certain Obligations.   (a) Promptly following a request from the Indenture Trustee to do so
and at the Administrator’s expense, the Issuing Entity shall take all such lawful action as the Indenture Trustee may request
to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to
the Issuing Entity under or in connection with the Sale and Servicing Agreement or to the Seller under or in connection with the
Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Issuing Entity under or in connection with the Sale and Servicing Agreement (or the Seller under or in
connection with the Purchase Agreement) to the extent and in the manner directed by the Indenture Trustee, including the
transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations
under the Sale and Servicing Agreement or the Purchase Agreement.


 


(b)             If
an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing)
of the Holders of not less than 66 2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges
and claims of the Issuing Entity against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement, including
the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations
to the Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and
Servicing Agreement, and any right of the Issuing Entity to take such action shall be suspended.


 


(c)             If
an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing)
of the Holders of not less than 66 2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges
and claims of the Seller against CNHICA under or in connection with the Purchase Agreement, including the right or power to take any
action to compel or secure performance or observance by CNHICA, of each of its obligations to the Seller thereunder and to give any consent,
request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any right of the Seller to take such action
shall be suspended.


 


Article VI

The Indenture Trustee


 


SECTION 6.1.         Duties
of the Indenture Trustee.   (a) If an Event of Default has occurred and is continuing, the Indenture Trustee
shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


(b)             Except
during the continuance of an Event of Default actually known to a Responsible Officer:


 


(i)             the
Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied
covenants or obligations shall be read into this Indenture against the Indenture Trustee; and


 




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(ii)             in
the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements
of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are
specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture.


 


(c)             The
Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that:


 


(i)             this
clause (c) does not limit the effect of clause (b) of this Section;


 


(ii)            the
Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is conclusively
determined by a court of competent jurisdiction that the Indenture Trustee was negligent in ascertaining the pertinent facts;


 


(iii)           the
Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to the Indenture;


 


(iv)           the
Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains
actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Seller, Servicer or Note Owners
owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes; and


 


(v)            the
Indenture Trustee shall have no duty to monitor the performance of the Issuing Entity, the Trustee, the Seller or the Servicer, nor shall
it have any liability in connection with malfeasance or nonfeasance by the Issuing Entity, the Trustee, the Seller or the Servicer; the
Indenture Trustee shall have no liability in connection with compliance of the Issuing Entity, the Trustee, the Seller or the Servicer
with statutory or regulatory requirements related to the Receivables; and the Indenture Trustee shall not make or be deemed to have made
any representations or warranties with respect to the Receivables or the validity or sufficiency of any assignment of the Receivables
to the Trust Estate or the Indenture Trustee.


 


(d)             Every
provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g).


 


(e)             The
Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with
the Issuing Entity.


 


(f)             Money
held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or
the Sale and Servicing Agreement.


 




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(g)             No
provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds
to believe that repayment of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably
assured to it.


 


(h)             Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall
be subject to this Section and the TIA.


 


SECTION 6.2.         Rights
of Indenture Trustee. (a)  The Indenture Trustee may conclusively rely and shall be fully protected in acting on any document
reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate
any fact or matter stated in any such document.


 


(b)             Before
the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Indenture
Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or
Opinion of Counsel.


 


(c)             The
Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents, attorneys, a custodian or a nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the
part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it.


 


(d)             The
Indenture Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence
or bad faith.


 


(e)             The
Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture
and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered
by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(f)             The
Indenture Trustee shall not be required to make any initial or periodic examination of any files or records related to the Receivables
for the purpose of establishing the presence or absence of defects, the compliance by the Issuing Entity with its representations and
warranties or for any other purpose.


 


(g)             In
the event that the Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, the rights and protections afforded
to the Indenture Trustee pursuant to this Article VI shall also be afforded to the Indenture Trustee in its capacity as such
Paying Agent or Note Registrar.


 




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(h)             Anything
in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect, incidental,
punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not any such
damages were foreseeable or contemplated, even if the Indenture Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.


 


SECTION 6.3.         Individual
Rights of the Indenture Trustee. The Indenture Trustee shall not, in its individual capacity, but may in a fiduciary capacity,
become the owner of Notes or otherwise extend credit to the Issuing Entity. The Indenture Trustee may otherwise deal with the Issuing
Entity or its Affiliates with the same rights it would have if it were not the Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12.


 


SECTION 6.4.         Indenture
Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for, and makes no representation as to the validity
or adequacy of, this Indenture or the Notes; shall not be accountable for the Issuing Entity’s use of the proceeds from the Notes;
and shall not be responsible for any statement of the Issuing Entity in this Indenture or in any document issued in connection with the
sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.


 


SECTION 6.5.         Notice
of Defaults. If a Default occurs and is continuing and is known to a Responsible Officer, the Indenture Trustee shall mail to
each Noteholder notice of the Default within 30 days after it occurs. Except in the case of a Default in payment of principal of or interest
on any Note, the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of Noteholders.


 


SECTION 6.6.         Reports
by Indenture Trustee to the Holders. The Indenture Trustee shall deliver to each Noteholder such information as may be required
to enable such Holder to prepare its federal, State and other income tax returns. Within 60 days after each December 31, starting
with December 31, 2022, the Indenture Trustee shall mail to each Noteholder a brief report as of such December 31 that complies
with TIA § 313(a) (if required by said section).


 


SECTION 6.7.         Compensation
and Indemnity. The Issuing Entity shall, or shall cause the Servicer to, pay to the Indenture Trustee from time to time reasonable
compensation for its services as agreed to between the Issuing Entity and the Indenture Trustee in writing. The Indenture Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall, or shall cause
the Servicer to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements
and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuing Entity shall or shall cause the Servicer
to indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including
attorneys’ fees and expenses) incurred by them in connection with the administration of this trust and the performance of its duties
hereunder. The Indenture Trustee shall notify the Issuing Entity and the Servicer promptly of any claim for which it may seek indemnity.
Failure by the Indenture Trustee to so notify the Issuing Entity and the


 




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Servicer shall not relieve the Issuing Entity
or the Servicer of its respective obligations hereunder. The Issuing Entity shall, or shall cause the Servicer to, defend the claim and
the Indenture Trustee may have separate counsel and the Issuing Entity shall, or shall cause the Servicer to, pay the reasonable fees
and expenses of such counsel. Notwithstanding anything to the contrary contained herein, neither the Issuing Entity nor the Servicer
need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture
Trustee’s own willful misconduct, negligence or bad faith.


 


The Issuing Entity’s
payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier
resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified
in Section 5.1(iv) or (v), the expenses are intended to constitute expenses of administration under the Bankruptcy
Code or any other applicable federal or State bankruptcy, insolvency or similar law.


 


SECTION 6.8.         Replacement
of the Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee
shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8.
The Indenture Trustee may resign at any time by so notifying the Issuing Entity in writing. The Holders of not less than a majority of
the Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint
a successor Indenture Trustee. The Issuing Entity shall remove the Indenture Trustee if:


 


(i)             the
Indenture Trustee fails to comply with Section 6.11;


 


(ii)           the
Indenture Trustee is adjudged a bankrupt or insolvent;


 


(iii)           a
receiver or other public officer takes charge of the Indenture Trustee or its property; or


 


(iv)          the
Indenture Trustee otherwise becomes incapable of acting.


 


If the Indenture Trustee
resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being
referred to herein as the retiring Indenture Trustee), the Issuing Entity shall promptly appoint a successor Indenture Trustee.


 


A successor Indenture Trustee
shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuing Entity. Thereupon the resignation
or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers
and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the
Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture
Trustee.


 


If a successor Indenture
Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee,
the Issuing Entity or the


 




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Holders of not less than a majority of the Outstanding
Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.


 


If the Indenture Trustee
fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee.


 


Notwithstanding the replacement
of the Indenture Trustee pursuant to this Section, the Issuing Entity’s and the Administrator’s obligations under Section 6.7
shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any
act or omission by any successor Indenture Trustee other than itself, serving again as Indenture Trustee.


 


SECTION 6.9.         Successor
Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Indenture Trustee. The Indenture Trustee shall provide prompt written notice of any such
transaction following the consummation thereof to the Issuing Entity and, subject to Section 11.21, to the Rating Agencies;
provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11.


 


In case at the time such
successor(s) by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture
any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor Indenture Trustee, and deliver such Notes so authenticated; and in case at that time any of the
Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any
predecessor Indenture Trustee hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates
of authentication shall have the full force and effect to the same extent given to the certificate of authentication of the Indenture
Trustee anywhere in the Notes or in this Indenture.


 


SECTION 6.10.        Appointment
of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions of this Indenture, at any time, for the purpose
of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver all instruments to appoint one or more Person(s) to act as co-trustee(s),
or separate trustee(s), of all or any part of the Trust Estate, and to vest in such Person(s), in such capacity and for the benefit of
the Noteholders, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders
of the appointment of any co-trustee or separate trustee shall be required under Section 6.8.


 


(b)             Every
separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:


 




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(i)             all
rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised
or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee
or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under
any law of any jurisdiction in which any particular act(s) are to be performed, the Indenture Trustee shall be incompetent or unqualified
to perform such act(s), in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate
or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but
solely at the direction of the Indenture Trustee;


 


(ii)            no
trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and


 


(iii)          the
Indenture Trustee may at any time accept the resignation of or remove, in its sole discretion, any separate trustee or co-trustee.


 


(c)             Any
notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer
to this Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture
Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision
of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such
instrument shall be filed with the Indenture Trustee.


 


(d)             Any
separate trustee or co-trustee may at any time constitute the Indenture Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights,
remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)             The
Indenture Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction
in which any part of the Trust Estate may be located.


 


SECTION 6.11.         Eligibility;
Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a) and, upon Issuing
Entity Order, Section 26(a)(1) of the Investment Company Act of 1940, as amended. The Indenture Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and it shall have a
long term senior, unsecured debt rating of “Baa3” or better by Moody’s (or, if not rated by Moody’s, a comparable
rating by another statistical rating agency). The Indenture Trustee shall comply with TIA § 310(b), including the optional provision
permitted


 




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by the second sentence of TIA § 310(b)(9);
provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture(s) under
which other securities of the Issuing Entity are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are
met.


 


If a default occurs under
this Indenture, and the Indenture Trustee is deemed to have a conflicting interest as a result of acting as trustee for both (1) the
Class A Notes and (2) the Class B Notes, a successor Indenture Trustee shall be appointed for one or more of such Classes,
so that there will be separate Indenture Trustees for the Class A Notes and the Class B Notes, respectively. No such event
shall alter the voting rights of the Class A Noteholders or the Class B Noteholders under this Indenture or any other Basic
Document. However, so long as any amounts remain unpaid with respect to the Class A Notes, only the Indenture Trustee for the Class A
Noteholders will have the right to exercise remedies under this Indenture (but subject to the express provisions of Section 5.4
and to the right of the Class B Noteholders to receive their respective shares of any proceeds of enforcement, subject to the
subordination of the Class B Notes to the Class A Notes as described herein). Upon repayment of the Class A Notes in full,
but so long as any amounts remain unpaid with respect to the Class B Notes, only the Indenture Trustee for the Class B Noteholders
will have the right to exercise remedies under this Indenture (but subject to the express provisions of Section 5.4).


 


In the case of the appointment
hereunder of a successor Indenture Trustee with respect to any Class of Notes, the Issuing Entity, the retiring Indenture Trustee
and the successor Indenture Trustee with respect to such Class of Notes shall execute and deliver an indenture supplemental hereto
wherein each successor Indenture Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, the successor Indenture Trustee all the rights, powers, trusts and duties of
the retiring Indenture Trustee with respect to the Notes of the Class to which the appointment of such successor Indenture Trustee
relates, (ii) if the retiring Indenture Trustee is not retiring with respect to all Classes of Notes, shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Indenture Trustee
with respect to the Notes of each Class as to which the retiring Indenture Trustee is not retiring shall continue to be vested in
the retiring Indenture Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Indenture Trustees co-trustees of the same trust and that each such Indenture
Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Indenture Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring
Indenture Trustee shall become effective to the extent provided therein.


 


SECTION 6.12.         Preferential
Collection of Claims Against the Issuing Entity. The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to
the extent indicated.


 


SECTION 6.13.         Information
to Be Provided by the Indenture Trustee. At any time when the Issuing Entity’s reporting obligations under Section 15(d) of
the Exchange Act are not suspended, the Indenture Trustee shall notify the Servicer promptly after the Indenture Trustee


 




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becomes aware of (a) the initiation of any
legal proceedings against the Indenture Trustee, or of which any property of the Indenture Trustee is subject, that are material to the
Noteholders, (b) any developments in any such proceedings that are material to the Noteholders and (c) any such material proceedings
that are contemplated by any governmental authority against the Indenture Trustee.


 


SECTION 6.14.         Representations
and Warranties. The Indenture Trustee hereby represents that:


 


(a)             the
Indenture Trustee is duly organized and validly existing as a national association in good standing under the laws of the United States
with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is
presently conducted;


 


(b)             the
Indenture Trustee has the power and authority to execute and deliver this Indenture and to carry out its terms; and the execution, delivery
and performance of this Indenture have been duly authorized by the Indenture Trustee by all necessary corporate action;


 


(c)             the
consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result
in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under the articles
of association or bylaws of the Indenture Trustee or any material agreement or other instrument to which the Indenture Trustee is a party
or by which it is bound;


 


(d)             to
the best of the Indenture Trustee’s knowledge, there are no proceedings or investigations pending or threatened before any court,
regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties:
(i) asserting the invalidity of this Indenture, (ii) seeking to prevent the consummation of any of the transactions contemplated
by this Indenture or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the
Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture; and


 


(e)             as
of the date of the Underwriting Agreement, the Preliminary Prospectus Date, the Prospectus Date and the Closing Date, there are no legal
proceedings pending against the Indenture Trustee, or of which any property of the Indenture Trustee is subject, that are material to
the Noteholders, and no such legal proceedings are known to the Indenture Trustee to be contemplated by any governmental authority against
the Indenture Trustee that are material to the Noteholders.


 


SECTION 6.15.         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


 




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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.


 


Article VII

Noteholders’ Lists and Reports and Noteholder Communications


 


SECTION 7.1.         Issuing
Entity To Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuing Entity will furnish or cause to be furnished
to the Indenture Trustee: (a) not more than five days after the earlier of: (i) each Record Date and (ii) three months
after the last Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders
of Notes as of such Record Date, and (b) at such other times as the Indenture Trustee may request in writing, within 30 days after
receipt by the Issuing Entity of any such request, a list of similar form and content as of a date not more than 10 days prior to the
time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required
to be furnished.


 


SECTION 7.2.         Preservation
of Information; Communications to Noteholders.   (a) The Indenture Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to
the Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of Notes received by the
Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 7.1
upon receipt of a new list so furnished.


 


(b)             Three
or more Noteholders, or one or more Holder(s) of Notes evidencing at least 25% of the Outstanding Amount of the Notes, may communicate
pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.


 


(c)             The
Issuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c).


 


SECTION 7.3.         Reports
by Issuing Entity.   (a) The Issuing Entity shall:


 


(i)             file
with the Indenture Trustee, within 15 days after the Issuing Entity is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may
from time to time by rules and regulations prescribe) that the Issuing Entity may be required to file with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act;


 


(ii)             file
with the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Issuing Entity with the conditions and covenants of this Indenture
(with a copy of any such filings being delivered promptly to the Indenture Trustee); and


 




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(iii)            supply
to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) such summaries
of any information, documents and reports required to be filed by the Issuing Entity pursuant to clauses (i) and (ii) as
may be required by the rules and regulations prescribed from time to time by the Commission.


 


(b)             Unless
the Issuing Entity otherwise determines, the fiscal year of the Issuing Entity shall end on December 31 of each year.


 


SECTION 7.4.         Required
Filings. In no event shall the Indenture Trustee or any agent of the Indenture Trustee be obligated or responsible for preparing,
executing, filing or delivering in respect of the Trust Estate or on behalf of another Person, either (A) any report or filing required
or permitted by the Commission to be prepared, executed, filed or delivered by or in respect of the Trust Estate or another Person, or
(B) any certification in respect of any such report or filing; in either case, other than as required expressly herein or in the
other Basic Documents.


 


SECTION 7.5.         Noteholder
Communications with Indenture Trustee. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the
Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and provide notices and make requests and demands
and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notice to the Indenture Trustee. 
Any Note Owner must provide a written certification stating that the Note Owner is a beneficial owner of a Note, together with supporting
documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar
document evidencing ownership of a Note.  The Indenture Trustee will not be required to take action in response to requests, demands
or directions of a Noteholder or a Note Owner, other than requests, demands or directions relating to an asset representations review
demand under Section 7.7, unless the Noteholder or Note Owner has offered security or indemnity satisfactory to the Indenture
Trustee to protect it against the costs and expenses that it may incur in complying with the request, demand or direction.


 


SECTION 7.6.         Communications
Between Noteholders. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented
by Book-Entry Notes) that seeks to communicate with other Noteholders or Note Owners, as applicable, about a possible exercise of rights
under this Indenture or the other Basic Documents may send a request to the Issuing Entity or the Servicer, on behalf of the Issuing
Entity, to include information regarding the communication in Form 10-D to be filed by the Issuing Entity with the Commission. 
Each request must include (i) the name of the requesting Noteholder or Note Owner, (ii) the method by which other Noteholders
or Note owners, as applicable, may contact the requesting Noteholder or Note Owner and (iii) in the case of a Note Owner, a certification
from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including
a trade confirmation, account, statement, letter from a broker or dealer or similar document.  A Noteholder or Note Owner, as applicable,
that delivers a request under this Section 7.6 will be deemed to have certified to the Issuing Entity and the Servicer that
its request to communicate with other Noteholders or Note Owners, as applicable, relates solely to a possible exercise of rights under
this Indenture or the other Basic Documents, and will not be used for other purposes.  The Issuing Entity will promptly deliver
any request to the Servicer.  On


 




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receipt of a request, the Servicer will include
in the Form 10-D filed by the Issuing Entity with the Commission for the Collection Period in which the request was received (A) a
statement that the Issuing Entity has received a request from a Noteholder or Note Owner, as applicable, that is interested in communicating
with other Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the other Basic Documents,
(B) the name of the requesting Noteholder or Note Owner, (C) the date the request was received and (D) a description of
the method by which the other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner.


 


SECTION 7.7.         Noteholder
Demand for Asset Representations Review. If a Delinquency Trigger occurs, a Noteholder (if the Notes are represented by Definitive
Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote
of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the
Review Receivables under the Asset Representations Review Agreement.  In the case of a Note Owner, each demand must be accompanied
by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership
of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document.  If Noteholders
and Note Owners, of at least 5% of the Outstanding Amount of the Notes (excluding Notes held by CNHICA, the Servicer and their Affiliates)
demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee
will promptly request a vote of the Noteholders through the Clearing Agency.  The vote will remain open until the 150th day
after the filing of the Form 10-D.  Assuming a voting quorum of Noteholders holding at least 5% of the Outstanding Amount of
the Notes is reached, if the Noteholders of a majority of the Outstanding Amount of the Notes voted agree to a Review, the Indenture
Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review
Agreement directing the Asset Representation Reviewer to conduct the Review.


 


Article VIII

Accounts, Disbursements and Releases


 


SECTION 8.1.         Collection
of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive
and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property
payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply all such money received
by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of
any payment or performance under any agreement or instrument that is part of the Collateral and the Trust Estate, the Indenture Trustee
may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and
any right to proceed thereafter as provided in Article V.


 


SECTION 8.2.         Trust
Accounts.   (a) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and
maintain (i) in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Trust
Accounts (other than the


 




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Spread Account) as provided in Section 5.1
of the Sale and Servicing Agreement, and (ii) in the name of the Issuing Entity, for the benefit of the Issuing Entity, the Spread
Account as provided in Section 5.1 of the Sale and Servicing Agreement.


 


(b)             On
or before each Payment Date, the Total Distribution Amount with respect to the preceding Collection Period will be deposited in the Collection
Account as provided in Section 5.3 of the Sale and Servicing Agreement. On or before each Payment Date, the First Principal Payment
Amount and Noteholders’ Distributable Amount with respect to the preceding Collection Period will be transferred to the Note Distribution
Account as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement, and the Turbo Principal Payment Amount as of such Payment
Date will be transferred to the Note Distribution Account as provided in Section 5.6(b)(x) of the Sale and Servicing Agreement.


 


(c)             On
each Payment Date and Redemption Date prior to an Event of Default and acceleration of the Notes, the Indenture Trustee shall deposit
or distribute all amounts on deposit in the Note Distribution Account to the Noteholders in the following amounts and in the following
order of priority:


 


(i)            [Reserved];


 


(ii)            to
the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, that if there are not
sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on such Notes, the
amount in the Note Distribution Account shall be applied to the payment of such interest on such Notes pro rata on the basis of the total
such interest due on such Notes;


 


(iii)           to
the Class A Noteholders, an amount equal to the First Principal Payment Amount in the following order of priority:


 


(A)             to
the A-1 Noteholders, until the Outstanding principal balance of the A-1 Notes is reduced to zero;


 


(B)             to
the A-2 Noteholders, until the Outstanding principal balance of the A-2 Notes is reduced to zero;


 


(C)             to
the A-3 Noteholders, until the Outstanding principal balance of the A-3 Notes is reduced to zero; and


 


(D)             to
the A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes is reduced to zero;


 


(iv)             to
the Class B Noteholders, the Class Interest Amount for the Class B Notes;


 


(v)             to
the Class A Noteholders, for payment of principal, in the following order of priority:


 


(A)             to
the A-1 Noteholders, until the Outstanding principal balance of the A-1 Notes is reduced to zero;


 




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(B)             to
the A-2 Noteholders, until the Outstanding principal balance of the A-2 Notes is reduced to zero;


 


(C)             to
the A-3 Noteholders, until the Outstanding principal balance of the A-3 Notes is reduced to zero; and


 


(D)             to
the A-4 Noteholders, until the Outstanding principal balance of the A-4 Notes is reduced to zero;


 


(vi)             to
the Class B Noteholders, for payment of principal, until the Outstanding principal balance of the Class B Notes is reduced
to zero;


 


(vii)             [Reserved];
and


 


(viii)             thereafter,
any excess shall be deposited in the Certificate Distribution Account.


 


(d)             On
the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1 Noteholders, from the amount
available in the Note Distribution Account, an amount equal to the sum of (i) the aggregate accrued and unpaid interest on the A-1
Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the amount necessary to reduce the outstanding principal amount
of the A-1 Notes to zero.


 


(e)             On
each Payment Date and Redemption Date, after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding
after the Final Scheduled Maturity Date), the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account
to the Noteholders in the following amounts and in the following order of priority:


 


(i)             [Reserved];


 


(ii)             to
the Class A Noteholders, the Class Interest Amount for each Class of Class A Notes; provided, that if there are not
sufficient funds in the Note Distribution Account to pay the entire amount of accrued and unpaid interest then due on such Notes, the
amount in the Note Distribution Account shall be applied to the payment of such interest on such Notes pro rata on the basis of the total
such interest due on such Notes;


 


(iii)             first,
to the A-1 Noteholders until the outstanding principal balance of the A-1 Notes is reduced to zero; second to the A-2 Noteholders, the
A-3 Noteholders and the A-4 Noteholders, for payment of principal, ratably, according to the amounts due and payable on the A-2 Notes,
A-3 Notes and A-4 Notes for principal, without preference or priority of any kind, until the outstanding principal balance of the A-2
Notes, A-3 Notes and A-4 Notes has been reduced to zero;


 


(iv)             to
the Class B Noteholders, the Class Interest Amount for the Class B Notes;


 


(v)             to
the Class B Noteholders, for payment of principal, until the outstanding principal balance of the Class B Notes is reduced
to zero;


 




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(vi)            [Reserved];
and


 


(vii)           thereafter,
any excess shall be deposited in the Certificate Distribution Account.


 


(f)            [Reserved].


 


(g)           [Reserved].


 


SECTION 8.3.         General
Provisions Regarding Accounts. (a)  So long as the Indenture Trustee has not obtained actual knowledge that a Default or
Event of Default has occurred and is continuing, all or a portion of the funds in the Trust Accounts shall be invested in Eligible Investments
and reinvested by the Indenture Trustee upon Issuing Entity Order, subject to the provisions of Section 5.1(b) of the Sale
and Servicing Agreement, and, with respect to investments and reinvestments relating to the Spread Account only, meeting the requirements
of §246.4(b)(2) of Regulation RR as determined solely by the Servicer. For the avoidance of doubt, in no event shall the Indenture
Trustee have any obligation or responsibility to monitor or enforce compliance with, or be charged with knowledge of the requirements
of Regulation RR (including, but not limited to, §246.4(b)(2) and §246.4(b)(3)(i) therein), nor shall it be liable
to any investor or any other party whatsoever for any violation of Regulation RR (including, but not limited to, §246.4(b)(2) and
 §246.4(b)(3)(i) therein) or any similar provisions now or hereafter in effect or the breach of any terms of the Indenture or
any other document in connection therewith.


 


All income or other gain from
investments of monies deposited in the Trust Accounts shall be deposited by the Indenture Trustee in the Collection Account. The Issuing
Entity will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts
unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of
such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to
make any such investment or sale, if requested by the Indenture Trustee, the Issuing Entity shall deliver to the Indenture Trustee an
Opinion of Counsel to such effect.


 


(b)             Subject
to Section 6.1(c), the Indenture Trustee shall not in any way be held liable for the selection of Eligible Investments or
by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein, except
for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture
Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms; provided, however, that
the limitation to the Indenture Trustee’s liability does not extend to any actions constituting willful misconduct, negligence
or bad faith.


 


(c)             If
(i) the Issuing Entity shall have failed to give investment directions for any funds on deposit in the Trust Accounts to the Indenture
Trustee by 11:00 a.m. (New York City time) (or such other time as may be agreed by the Issuing Entity and the Indenture Trustee)
on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the
Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such Notes shall have been declared due
and payable following an Event of


 




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Default, but amounts collected or receivable
from the Trust Estate are being applied in accordance with Section 5.4(b) as if there had not been such a declaration;
then such funds on deposit in the Trust Accounts shall remain uninvested.


 


(d)            [Reserved].


 


SECTION 8.4.         Release
of Trust Estate.  (a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the
Indenture Trustee may, and when required by this Indenture shall, execute instruments to release property from the Lien of this
Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not
inconsistent with this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this
Article shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions
precedent or see to the application of any monies.


 


(b)             The
Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.7
have been paid, release any remaining portion of the Trust Estate that secured the Notes from the Lien of this Indenture and release
to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall
release property from the Lien of this Indenture pursuant to this paragraph only upon receipt of an Issuing Entity Request accompanied
by an Officer’s Certificate, an Opinion of Counsel, and (if required by the TIA) Independent Certificates in accordance with TIA
 §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1 or an Opinion of Counsel
in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.


 


SECTION 8.5.         Opinion
of Counsel. The Indenture Trustee shall receive at least seven days’ notice when requested by the Issuing Entity to take
any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall
also require, as a condition to such action, an Opinion of Counsel stating the legal effect of any such action, outlining the steps required
to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action
will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of this Indenture;
provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the
Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate
or other instrument delivered to the Indenture Trustee in connection with any such action.


 


Article IX

Supplemental Indentures


 


SECTION 9.1.         Supplemental
Indentures Without Consent of Noteholders.


 


(a)             Without
the consent of the Holders of Notes but with prior written notice to the Rating Agencies (which notice shall be given pursuant to Section 11.21),
the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter
into one or more indentures supplemental hereto (which shall conform to the


 




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TIA as in force at the date of the execution
thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:


 


(i)             to
correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the
Lien of this Indenture additional property;


 


(ii)            to
evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuing Entity, and the assumption
by any such successor of the covenants of the Issuing Entity herein and in the Notes;


 


(iii)           to
add to the covenants of the Issuing Entity, for the benefit of the Holders of Notes, or to surrender any right or power herein conferred
upon the Issuing Entity;


 


(iv)           to
convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;


 


(v)            to
replace the Spread Account with another form of credit enhancement; provided, the Rating Agency Condition is satisfied; provided
further, that such replacement is not prohibited by Regulation RR;


 


(vi)           to
cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any
other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising
under this Indenture or in any supplemental indenture; provided, that such action shall not materially adversely affect the interests
of the Holders of Notes;


 


(vii)          to
evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes or
any class thereof and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration
of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;


 


(viii)         to
modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this
Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as
may be expressly required by the TIA; or


 


(ix)           to
amend the “Specified Spread Account Balance” definition in a manner that results in an increase in the amounts required to
be on deposit in the Spread Account pursuant to such definition; provided, that such amendment is not prohibited by Regulation
RR.


 


The Trustee is hereby authorized
to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may
be therein contained.


 




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(b)             The
Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, without the consent of any of the Holders
of Notes but with prior written notice to the Rating Agencies (which notice shall be given pursuant to Section 11.21), enter
into an indenture or indentures supplemental hereto to cure any ambiguity, to correct or supplement any provisions in this Indenture
or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Notes under this Indenture; provided, however, that such action shall
not, as evidenced by an Officer’s Certificate of the Seller, adversely affect in any material respect the interests of any Noteholder.
A supplemental indenture shall be deemed not to adversely affect in any material respect the interests of any Class of Notes if
the Rating Agency Condition has been satisfied with respect to such supplemental indenture for such Class of Notes.


 


(c)             [Reserved].


 


SECTION 9.2.         Supplemental
Indentures With Consent of Noteholders. The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order,
may, with prior written notice to the Rating Agencies (which notice shall be given pursuant to Section 11.21) and with the
consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, by Act of such Holders delivered
to the Issuing Entity and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Note affected thereby:


 


(i)             delay
the Class Final Scheduled Maturity Date of any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption
Price with respect thereto or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is
payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds
available therefor, as provided in Article V, to the payment of any such amount due on or after the respective due dates
thereof (or, in the case of redemption, on or after the Redemption Date);


 


(ii)            reduce
the percentage of the Outstanding Amount, the consent of the Holders of which is required for any such supplemental indenture, or the
consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences provided for in this Indenture;


 


(iii)           modify
or alter the provisions of the proviso to the definition of “Outstanding”;


 


(iv)           reduce
the percentage of the Outstanding Amount required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the
Trust Estate pursuant to Section 5.4;


 




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(v)            modify
any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions
of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected
thereby;


 


(vi)           modify
any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal
due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or


 


(vii)          permit
the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate
or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto
or deprive any Holder of Notes of the security provided by the Lien of this Indenture.


 


It shall not be necessary
for any Act of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof. The manner of obtaining such consents (and any other consents of
Noteholders provided for in this Indenture or in any other Basic Document) and of evidencing the authorization of the execution thereof
by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may provide.


 


Promptly after the execution
by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail
to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance
of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture.


 


SECTION 9.3.         Execution
of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted
by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled
to receive, and, subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities
or immunities under this Indenture or otherwise. Any amendment which affects the rights, duties, immunities or liabilities of the Trustee
shall require the Trustee’s written consent.


 


SECTION 9.4.         Effect
of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective
rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuing
Entity and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such supplemental


 




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indenture shall be and be deemed to be part of
the terms and conditions of this Indenture for any and all purposes.


 


SECTION 9.5.         Conformity
with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX
shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be qualified under the TIA.


 


SECTION 9.6.         Reference
in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant
to this Article may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as
to any matter provided for in such supplemental indenture. If the Issuing Entity or the Indenture Trustee shall so determine, new Notes
so modified as to conform, in the opinion of the Indenture Trustee and the Issuing Entity, to any such supplemental indenture may be
prepared and executed by the Issuing Entity and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.


 


SECTION 9.7.         Amendment
without Consent. Notwithstanding anything herein to the contrary (other than as provided in Section 9.1(c) and
Section 9.2), any term or provision of this Agreement may be amended by the Issuing Entity and the Indenture Trustee without
the consent of the Noteholders, Note Owners 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 for the Issuing Entity, the Seller or any of their Affiliates under or with
respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition
to any such amendment that the Rating Agency Condition shall have been satisfied.


 


SECTION 9.8.         [Reserved].


 


Article X

Redemption of Notes


 


SECTION 10.1.         Redemption. 
(a) The Notes are subject to redemption in whole, but not in part, at the direction of CNHICA pursuant to
Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which CNHICA exercises its option to purchase
the Trust Estate pursuant to said Section 9.1(a), for a purchase price equal to the Redemption Price. The Servicer or the
Issuing Entity shall furnish the Rating Agencies notice of such redemption. If such Notes are to be redeemed pursuant to this
Section 10.1, CNHICA or the Issuing Entity shall furnish notice of such election to the Indenture Trustee not later than 25
days prior to the Redemption Date and the Issuing Entity shall deposit with the Indenture Trustee in the Note Distribution Account
the Redemption Price of the Notes to be redeemed.


 


(b)           Reserved.


 


SECTION 10.2.       Form of
Redemption Notice. Notice of redemption under Section 10.1 shall be given by the Indenture Trustee by first-class
mail, postage prepaid, mailed not less than five Business Days prior to the applicable Redemption Date to each Holder of Notes, as of


 




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the close of business on the Record Date preceding
the applicable Redemption Date, at such Holder’s address appearing in the Note Register.


 


All notices of redemption
shall state:


 


(i)             the
Redemption Date;


 


(ii)            the
Redemption Price;


 


(iii)           the
place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuing
Entity to be maintained as provided in Section 3.2); and


 


(iv)           the
CUSIP numbers of the affected Notes.


 


Notice of redemption of the
Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuing Entity. Failure to give notice of redemption,
or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.


 


SECTION 10.3.         Notes
Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption pursuant to this Article, become due
and payable on the Redemption Date at the Redemption Price and (unless the Issuing Entity shall default in the payment of the Redemption
Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes
of calculating the Redemption Price.


 


Article XI

Miscellaneous


 


SECTION 11.1.         Compliance
Certificates and Opinions, etc. (a)  Upon any application or request by the Issuing Entity to the Indenture Trustee to take
any action under this Indenture, the Issuing Entity shall furnish to the Indenture Trustee: (i) an Officer’s Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if
required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this
Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required
by this Indenture, no additional certificate or opinion need be furnished.


 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


(w)          a
statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions
herein relating thereto;


 




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(x)             a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(y)             a
statement that, in the opinion of each such signatory, such signatory has made (or has caused to be made) such examination or investigation
as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied
with; and


 


(z)             a
statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.


 


(b)             (i) Prior
to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release
of any property or securities subject to the Lien of this Indenture, the Issuing Entity shall, in addition to any obligation imposed
in Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying
or stating the opinion of each person signing such certificate as to the fair value (within 90 days after such deposit) to the Issuing
Entity of the Collateral or other property or securities to be so deposited.


 


(ii)             Whenever
the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s Certificate described in clause (i), the
Issuing Entity shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the
Issuing Entity of the Collateral or other property or securities to be so deposited and of all other such Collateral or other property
or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuing
Entity, as set forth in the certificates delivered pursuant to clause (i) and this clause (ii), is 10% or more of
the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any Collateral or other property or
securities so deposited if the fair value thereof to the Issuing Entity as set forth in the related Officer’s Certificate is (A) less
than $25,000 or (B) less than one percent of the then Outstanding Amount of the Notes.


 


(iii)             Other
than with respect to property as contemplated by clause (v), whenever any Collateral or other property or securities are to be
released from the Lien of this Indenture, the Issuing Entity shall also furnish to the Indenture Trustee an Officer’s Certificate
certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days after such release) of
the Collateral or other property or securities proposed to be released and stating that in the opinion of such person the proposed release
will not impair the security under this Indenture in contravention of the provisions hereof.


 


(iv)             Whenever
the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (iii), the Issuing Entity shall also furnish to the Indenture Trustee
an Independent Certificate as to the same matters if the fair value to the Issuing Entity of the Collateral or other property or securities
and of all other property, other than property as contemplated by clause (v), or securities released from the Lien of this Indenture
since the commencement of the then-current fiscal year, as set forth in the


 




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certificates required by clause
(iii) and this clause (iv), equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not
be furnished in the case of any release of Collateral or other property or securities if the fair value thereof to the Issuing Entity
as set forth in the related Officer’s Certificate is (A) less than $25,000 or (B) less than one percent of the then Outstanding
Amount of the Notes.


 


(v)             Notwithstanding
Section 2.9 or any other provision of this Section, the Issuing Entity may, without compliance with the requirements of the
other provisions of this Section: (A) collect, liquidate, sell or otherwise dispose of Receivables and Financed Equipment as and
to the extent permitted or required by the Basic Documents and (B) make cash payments out of the Trust Accounts as and to the extent
permitted or required by the Basic Documents so long as the Issuing Entity shall deliver to the Indenture Trustee every six months, commencing
May 1, 2023, an Officer’s Certificate of the Issuing Entity stating that all such dispositions of Collateral that occurred
since the execution of the previous such Officer’s Certificate (or for the first such Officer’s Certificate, since the Closing
Date) were in the ordinary course of the Issuing Entity’s business and that the proceeds thereof were applied in accordance with
the Basic Documents.


 


SECTION 11.2.         Form of
Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect
to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.


 


Any certificate or opinion
of an Authorized Officer of the Issuing Entity may be based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate, opinion
or representations with respect to the matters upon which his certificate or opinion is based is/are erroneous. Any such certificate
of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Servicer, the Seller, the Issuing Entity or the Administrator, stating that
the information with respect to such factual matters is in the possession of the Servicer, the Seller, the Issuing Entity or the Administrator,
as applicable, unless such Authorized Officer or counsel knows, or in the exercise of reasonable care should know, that the certificate,
opinion or representations with respect to such matters is/are erroneous.


 


Where any Person is required
or permitted to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one instrument.


 


Whenever in this Indenture,
in connection with any application, certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver
any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term
hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such
certificate or report (as the case may be), of the facts and opinions


 




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stated in such document shall in such case be
conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or
report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy
of any statement or opinion contained in any such document as provided in Article VI.


 


SECTION 11.3.         Acts
of Noteholders.  (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided
by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instrument(s) of
substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein
otherwise expressly provided, such action shall become effective when such instrument(s) are delivered to the Indenture
Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument(s) (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument(s).
Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in
the manner provided in this Section.


 


(b)            The
fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.


 


(c)            The
ownership of Notes shall be proved by the Note Register.


 


(d)            Any
request, demand, authorization, direction, notice, consent, waiver or Act by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration thereof, in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be
done by the Indenture Trustee or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.


 


SECTION 11.4.         Notices, etc.,
to the Indenture Trustee, Issuing Entity and Rating Agencies. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders, or other documents provided or permitted by this Indenture, shall be in writing and, if such request, demand,
authorization, direction, notice, consent, waiver or Act of Noteholders is to be made upon, given or furnished to or filed with:


 


(a)   the
Indenture Trustee by any Noteholder or by the Issuing Entity, shall be sufficient for every purpose hereunder if made, given, furnished
or filed in writing to or with the Indenture Trustee at its Corporate Trust Office, or


 


(b)   the
Issuing Entity by the Indenture Trustee or by any Noteholder, shall be sufficient for every purpose hereunder if in writing and mailed,
first-class, postage prepaid, to the Issuing Entity addressed to: CNH Equipment Trust 2022-C, in care of Wilmington Trust Company, 1100
North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration, (facsimile: (302) 636-4140) or by email to
rsimpson@wilmingtontrust.com, and to New Holland Credit Company, LLC, as Administrator, 100 Brubaker Avenue, New Holland Pennsylvania,
17557, Attention: Finance Manager, (facsimile: (630) 887-5448); with a copy to: New Holland Credit Company, LLC, 6900 Veterans Boulevard,
Burr Ridge, Illinois 60527, Attention: Assistant


 




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Treasurer, (facsimile: (630) 887-5448),
or at any other address facsimile number or email address previously furnished in writing to the Indenture Trustee by the Issuing Entity
or the Administrator. The Issuing Entity shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee.


 


(c)   [Reserved].


 


Subject to Section 11.21,
notices required to be given to the Rating Agencies by the Issuing Entity, the Indenture Trustee or the Trustee shall be in writing,
personally delivered or mailed by certified mail, return receipt requested, or by facsimile to their respective addresses or facsimile
numbers set forth above or, to the extent not set forth there, as set forth in Section 10.3 of the Sale and Servicing Agreement.


 


SECTION 11.5.         Notices
to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected
by such event, at his address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such
notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to
other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.


 


Where this Indenture provides
for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.


 


In case, by reason of the
suspension of regular mail service, it shall be impractical to mail notice of any event to Noteholders when such notice is required to
be given pursuant to this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be
deemed to be a sufficient giving of such notice.


 


Where this Indenture provides
for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and
shall not under any circumstance constitute a Default or Event of Default.


 


SECTION 11.6.       Alternate
Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuing
Entity may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or
any Paying Agent to such Holder, that is different from the methods provided for in this Indenture or the Notes for such payments or
notices. The Issuing Entity will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause
payments to be made and notices to be given in accordance with such agreements.


 




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SECTION 11.7.       Conflict
with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required
to be included in this Indenture by the TIA, such required provision shall control.


 


The provisions of TIA §§
310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded
by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.


 


SECTION 11.8.      Effect
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof.


 


SECTION 11.9.       Successors
and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuing Entity shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees
and agents of the Indenture Trustee.


 


SECTION 11.10.    Severability.
Any provision of this Indenture or the Notes 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 or of the Notes,
as applicable, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


SECTION 11.11.    Benefits
of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Noteholders, the Trustee, a Successor Servicer, any other party secured hereunder and any
other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim
under this Indenture.


 


SECTION 11.12.    Legal
Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next Business Day with the same
force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal
date; provided, however, that interest on the Notes will be calculated and accrue as set forth in the definition of “Class Interest
Amount” and “Interest Period” in the Indenture.


 


SECTION 11.13.    Governing
Law. This Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such laws.


 


SECTION 11.14.    Counterparts.
This Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same instrument.


 


SECTION 11.15.    Recording
of Indenture. If this Indenture is subject to recording in any public recording offices, such recording is to be effected by
the Issuing Entity and, at its expense, accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee


 




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or any other counsel reasonably acceptable to
the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person
secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.


 


SECTION 11.16.    Trust
Obligation.   (a) No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity,
the Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection
herewith or therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of
a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, officer, director, employee or agent of: (a) the
Indenture Trustee or the Trustee in their individual capacities, (b) any owner of a beneficial interest in the Issuing Entity, the
Trustee or the Indenture Trustee or (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities,
except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Trustee have no such obligations
in their individual capacities) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided
by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing
to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuing Entity hereunder,
the Trustee shall be subject to, and entitled to the benefits of, Articles VI, VII and VIII of the Trust Agreement.


 


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


 


SECTION 11.17.    No
Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and
agree that they will not at any time institute against the Seller or the Issuing Entity, or solicit or join or cooperate with or encourage
any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to
the Notes, this Indenture or any of the Basic Documents. The foregoing shall not limit the rights of the Indenture Trustee to file any
claim in or otherwise take any action with respect to any insolvency proceeding that was instituted against the Issuing Entity by any
Person other than the Indenture Trustee.


 




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SECTION 11.18. Inspection.
The Issuing Entity agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the
Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing
Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to
discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and
Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that
the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known,
or information obtained by the Indenture Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure of any
and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any
government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the
Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or
similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an
Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering
circular, prospectus, registration statement or contract or other document pertaining to the transactions contemplated by the
Indenture and approved in advance by the Issuing Entity or (E) to any Affiliate, Independent or internal auditor, agent,
employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises
such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information
confidential, and provided further, that the Indenture Trustee promptly notifies the Issuing Entity of any disclosure of such
information that it is required to make pursuant to the preceding clause (A), (B) or (C) so that the Issuing
Entity may seek appropriate protective orders or restrictions on the disclosure of the information involved; (iii) any other
disclosure authorized by the Issuing Entity or the Servicer or (iv) disclosure to the other parties to the transactions
contemplated by the Basic Documents.


 


SECTION 11.19. Subordination.
Issuing Entity and each Noteholder by accepting a Note acknowledge and agree that such Note represents indebtedness of Issuing
Entity and does not represent an interest in any assets (other than the Trust Estate) of CNHCR (including by virtue of any
deficiency claim in respect of obligations not paid or otherwise satisfied from the Trust Estate and proceeds thereof). In
furtherance of and not in derogation of the foregoing, to the extent CNHCR enters into other securitization transactions, the
Issuing Entity as well as each Noteholder by accepting a Note acknowledge and agree that it shall have no right, title or interest
in or to any assets (or interests therein) (other than Trust Estate) conveyed or purported to be conveyed by CNHCR to another
securitization trust or other Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue
of the granting of a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and provisions
contained in the preceding sentences of this subsection, the Issuing Entity or any Noteholder either (i) asserts an interest or
claim to, or benefit from, Other Assets, whether asserted against or through CNHCR or any other Person owned by CNHCR, or
(ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process,
pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the
Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or
through CNHCR or any other Person owned by CNHCR, then the Issuing Entity


 






    57


     


    

 


and each Noteholder by accepting a Note further
acknowledge and agree that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full of all obligations and liabilities of CNHCR which, under the terms of the relevant documents relating to
the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distribution
or application under applicable law, including insolvency laws, and whether asserted against CNHCR or any other Person owned by CNHCR),
including, the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed
a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each Noteholder further acknowledges
and agrees that no adequate remedy at law exists for a breach of this Section 11.19 and the terms of this Section 11.19
may be enforced by an action for specific performance.


 


SECTION 11.20. Information
Requests. The parties hereto shall provide any information reasonably requested by the Issuing Entity, Seller or any of
their Affiliates, at the expense of the Issuing Entity, Seller or any of their Affiliates, as applicable, in order to comply with or
obtain more favorable treatment for the Issuing Entity, the Seller or any of their Affiliates under any current or future law, rule,
regulation, accounting rule or principle.


 


SECTION 11.21. 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, each party hereto (other than the Seller and its Affiliates
but excluding the Issuing Entity) agrees that neither it nor any party on its behalf shall engage in any oral communications with
respect to the transactions contemplated hereby, under the Basic Documents or in any way relating to the Notes with any Rating
Agency or any of their respective officers, directors or employees, without the participation of the Seller.


 


SECTION 11.22. 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


 






    58


     


    

 


law based on the Uniform Electronic Transactions
Act, and the parties hereby waive any objection to the contrary.


 


[the remainder of this page intentionally
left blank]


 






    59


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Indenture to be duly executed by their respective officers duly authorized 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



 


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



 


		CITIBANK, N.A.,



                                                                        not in its individual capacity but solely

as Indenture Trustee 




 





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


 


Signature Page to the Indenture


 






    


     


    

 


APPENDIX A

Definitions


 


“180-Day Receivable”
with respect to any Collection Period means any Receivable as to which a scheduled payment is 180 days or more past due by the last day
of such Collection Period and which has not become a Liquidated Receivable or a Repossessed Receivable; provided that a Receivable shall
cease to be a 180-Day Receivable if the Servicer subsequently receives payment in full of each scheduled payment that was previously
180-days or more past due.


 


“A-1 Note”
means any of the Issuing Entity’s 4.817% Class A-1 Asset Backed Notes.


 


“A-1 Note Final
Scheduled Maturity Date” means the December 15, 2023 Payment Date.


 


“A-1 Note Rate”
means 4.817% per annum, computed on the basis of the actual number of days in that Interest Period and a year of 360 days.


 


“A-1 Noteholders”
means the holders of record of the A-1 Notes.


 


“A-2 Note”
means any of the Issuing Entity’s 5.42% Class A-2 Asset Backed Notes.


 


“A-2 Note Final
Scheduled Maturity Date” means the July 15, 2026 Payment Date.


 


“A-2
Note Rate” means 5.42% per annum, computed on the basis of a 360 day year of twelve 30-day months.


 


“A-2 Noteholders”
means the holders of record of the A-2 Notes.


 


“A-3 Note”
means any of the Issuing Entity’s 5.15% Class A-3 Asset Backed Notes.


 


“A-3 Note Final
Scheduled Maturity Date” means the April 17, 2028 Payment Date.


 


“A-3 Note Rate”
means 5.15% per annum, computed on the basis of a 360-day year of twelve 30-day months.


 


“A-3 Noteholders”
means the holders of record of the A-3 Notes.


 


“A-4 Note”
means any of the Issuing Entity’s 5.25% Class A-4 Asset Backed Notes.


 


“A-4 Note Final
Scheduled Maturity Date” means the November 15, 2029 Payment Date.


 


“A-4 Note Rate”
means 5.25% per annum, computed on the basis of a 360-day year of twelve 30-day months.


 


“A-4 Noteholders”
means the holders of record of the A-4 Notes.


 


“Act”
is defined in Section 11.3(a) of the Indenture.


 


“Administration
Agreement” means the Administration Agreement dated as of November 1, 2022 among the Administrator, the Issuing Entity,
the Indenture Trustee and the Trustee.


 






    Appendix A (Page 1)


     


    

 


“Administration
Fee” means the fee payable to the Administrator pursuant to Section 3 of the Administration Agreement.


 


“Administrator”
means NH Credit, or any successor Administrator under the Administration Agreement.


 


“ADR Organization”
means The American Arbitration Association or, if The American Arbitration Association no longer exists or if its ADR Rules would
no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization
selected by CNHICA.


 


“ADR Rules”
means the relevant rules of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable,
of commercial disputes in effect at the time of the mediation or arbitration.


 


“Affiliate”
means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The term
 “Affiliated” has a correlative meaning.


 


“Aggregate Statistical
Contract Value” means $809,985,068.54, which amount is equal to the aggregate Statistical Contract Value of all Receivables
as of the Cutoff Date.


 


“Amount Financed”
with respect to a Receivable means the amount advanced under such Receivable toward the purchase price of the related Financed Equipment,
or, in the case of any retail installment loan, the amount advanced to the related Obligor that is secured by such Financed Equipment,
and any related costs, including any insurance financed thereby.


 


“Annual Percentage
Rate” or “APR” of a Receivable means the annual rate of finance charges in effect from time to time under
the related Contract.


 


“Asset Balance”
means, for any Payment Date, the Pool Balance as of the beginning of the current Collection Period.


 


“Asset Representations
Review Agreement” means the Asset Representations Review Agreement, dated as of November 1, 2022 among the Issuing Entity,
the Servicer and the Asset Representations Reviewer.


 


“Asset Representations
Reviewer” means Clayton Fixed Income Services LLC, a Delaware limited liability company.


 


“Assignment”
is defined in Section 2.1 of the Sale and Servicing Agreement.


 


“Authorized Officer”
means, with respect to the Issuing Entity, any officer of the Trustee who is authorized to act for the Trustee in matters relating to
the Issuing Entity and who is identified on the list of Authorized Officers delivered by the Trustee to the Indenture Trustee on


 






    Appendix A (Page 2)


     


    

 


the Closing Date (as such list may be modified
or supplemented from time to time thereafter) and, so long as the Administration Agreement is in effect, any Vice President, Assistant
Treasurer, Assistant Secretary, or more senior officer of the Administrator who is authorized to act for the Administrator in matters
relating to the Issuing Entity and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified
on the list of Authorized Officers delivered by the Administrator to the Indenture Trustee on the Closing Date (in each case as such
list may be modified or supplemented from time to time thereafter).


 


“Bankruptcy Code”
means the United States Bankruptcy Code, Title 11 of the United States Code, as amended.


 


“Basic Documents”
means the Certificate of Trust, the Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration
Agreement, the Asset Representations Review Agreement, and other documents and certificates delivered in connection therewith.


 


“Benefit Plan”
is defined in Section 3.4 of the Trust Agreement.


 


“Book-Entry Notes”
means a beneficial interest in the Notes of a particular Class, ownership and transfers of which shall be made through book entries by
a Clearing Agency as described in Section 2.10 of the Indenture.


 


“Business Day”
means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in The City of New York, New
York, Wilmington, Delaware, Chicago, Illinois, New Holland, Pennsylvania, and Racine, Wisconsin are authorized or obligated by law,
regulation or executive order to remain closed.


 


“Certificate Distribution
Account” is defined in Section 5.1 of the Trust Agreement.


 


“Certificate of
Trust” means the Certificate of Trust substantially in the form of Exhibit B to the Trust Agreement filed for the Trust
pursuant to Section 3810(a) of the Trust Statute.


 


“Certificate Register”
and “Certificate Registrar” means the register mentioned and the registrar appointed pursuant to Section 3.4
of the Trust Agreement.


 


“Certificated Security”
has the meaning assigned thereto in Section 8-102(a)(4) of the UCC.


 


“Certificateholder”
means a Person in whose name a Trust Certificate is registered.


 


“Certificates”
means the Trust Certificates (as defined in the Trust Agreement).


 


“Citibank”
means Citibank, N.A., or its successor.


 


“Class”
means any class of Notes.


 


“Class A Noteholder”
means any holder of a Class A Note.


 






    Appendix A (Page 3)


     


    

 


“Class A Notes”
means the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes.


 


“Class B Note”
means any of the Issuing Entity’s 0.00% Class B Asset Backed Notes.


 


“Class B Note
Final Scheduled Maturity Date” means the May 15, 2030 Payment Date.


 


“Class B Note
Rate” means 0.00% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months.


 


“Class B Noteholder”
means any holder of a Class B Note.


 


“Class Final
Scheduled Maturity Date” means, as to any Class of Notes, the final scheduled maturity date for that Class, as designated
by the defined term that begins with the designation of that Class and ends with the phrase “Final Scheduled Maturity Date.”
For instance, the Class Final Scheduled Maturity Date for the A-1 Notes is the A-1 Note Final Scheduled Maturity Date.


 


“Class Interest
Amount” means, with respect to any Payment Date (the “current Payment Date”) and any Class of Notes, an amount
equal to the sum of (a) the aggregate amount of interest accrued on that Class of Notes at the applicable Interest Rate from
and including the preceding Payment Date (or, in the case of the initial Payment Date, from and including the Closing Date) to but excluding
the current Payment Date plus (b) the Class Interest Shortfall for that Class of Notes and the current Payment Date.


 


“Class Interest
Shortfall” means, with respect to any Payment Date (the “current Payment Date”) and any Class of Notes, the
excess of the Class Interest Amount for the preceding Payment Date over the amount in respect of interest on that Class of
Notes that was actually deposited in the Note Distribution Account on such preceding Payment Date, plus interest on such excess, to the
extent permitted by law, at a rate per annum equal to the Interest Rate on that Class of Notes, from such preceding Payment Date
to but excluding the current Payment Date.


 


“Clearing Agency”
means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act that has been designated
as the “Clearing Agency” for purposes of the Indenture.


 


“Clearing Agency
Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.


 


“Closing Date”
means November 23, 2022.


 


“CNH Industrial”
means CNH Industrial N.V., a company organized under the laws of The Netherlands, and its successors and assigns.


 


“CNH Industrial
America” means CNH Industrial America LLC, a Delaware limited liability company, and its successors and assigns.


 


“CNHCR”
means CNH Capital Receivables LLC, a Delaware limited liability company, and its successors in interest to the extent permitted hereunder.


 






    Appendix A (Page 4)


     


    

 


“CNHCR Assets”
is defined in Section 2.1 of the Sale and Servicing Agreement.


 


“CNHICA”
means CNH Industrial Capital America LLC, a Delaware limited liability company, and its successors and assigns.


 


“CNHICA Assets”
is defined in Section 2.1 of the Purchase Agreement.


 


“CNHICA Assignment”
means the document of assignment attached to the Purchase Agreement as Exhibit A.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.


 


“Collateral”
is defined in the Granting Clause of the Indenture.


 


“Collection Account”
means the account designated as such, established and maintained pursuant to Section 5.1(a) of the Sale and Servicing Agreement.


 


“Collection Period”
means, with respect to any Payment Date, the period from the end of the preceding Collection Period (or, if for the first Payment Date,
from the beginning of the day after the Cutoff Date) to and including the last day of the calendar month preceding the calendar month
in which the Payment Date occurs.


 


“Commission”
means the Securities and Exchange Commission.


 


“Contract”
means a Retail Installment Contract.


 


“Contract Value”
means, with respect to any day (including the Cutoff Date), the sum of (a) the present value of the future Scheduled Payments discounted
monthly at an annual rate equal to the Specified Discount Factor; plus (b) the amount of any past due payments.


 


“Control”
with respect to any Federal Book Entry Security, the Indenture Trustee shall have obtained control if:


 


(i)            the
Indenture Trustee is a participant in the book entry system maintained by the Federal Reserve Bank that is acting as fiscal agent for
the Issuing Entity of such Federal Book Entry Security, and such Federal Reserve Bank has indicated by book entry that such Federal Book
Entry Security has been credited to the Indenture Trustee’s securities account in such book entry system; or


 


(ii)          (a) the
Indenture Trustee (1) is registered on the records of a Securities Intermediary as the Person having a Securities Entitlement in
respect of such Federal Book Entry Security against such Securities Intermediary; or (2) has obtained the agreement, in writing,
of the Securities Intermediary for such Securities Entitlement that such Securities Intermediary will comply with Entitlement Orders
of the Indenture Trustee without further consent of any other Person; and (b) the Securities Intermediary is a participant in the
book entry system maintained by the Federal Reserve Bank that is acting as fiscal agent for the Issuing


 






    Appendix A (Page 5)


     


    

 


Entity of such Federal Book Entry Security;
and (c) such Federal Reserve Bank has indicated by book entry that such Federal Book Entry Security has been credited to the Securities
Intermediary’s securities account in such book entry system.


 


“Corporate
Trust Office” means, (a) with respect to the Indenture Trustee or the Paying Agent, the office of the Indenture Trustee
in New York at which at any particular time its corporate trust business shall be administered, and all notices to the Indenture Trustee
shall be directed to the Indenture Trustee’s office located at Citibank, N.A., 388 Greenwich St, New York NY 10013, Attn:
Agency & Trust – CNH Equipment Trust 2022-C, and for purposes of presentment and surrender of the Notes, at Citibank,
N.A., 480 Washington Blvd. 30th Fl, Jersey City, NJ 07310, Attn: Agency & Trust – CNH Equipment Trust 2022-C; or at such
other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Seller, or the principal
corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders
and the Seller), and (b) with respect to the Trustee, the principal corporate trust office of the Trustee located at 1100 North
Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration; or at such other address as the Trustee may designate
from time to time by notice to the Certificateholders and the Depositor, or the principal corporate trust office of any successor Trustee
(the address of which the successor Trustee will notify the Certificateholders and the Depositor).


 


“Cutoff Date”
means October 31, 2022.


 


“Cutoff Date APR”
means 4.15%, which is an annual rate that equals the weighted average adjusted APR of the Receivables as of the Cutoff Date.


 


“Dealer”
means the dealer (which may include retail outlets owned in whole or in part by CNH Industrial America LLC) or other third-party that
originated and assigned the respective Receivable to CNHICA or NH Credit, as applicable, under a Dealer Agreement.


 


“Dealer Agreement”
means the retail financing agreement, warranty agreement or other agreement between the applicable Dealer and CNHICA or NH Credit, as
applicable, which governs the terms of sales of Receivables from that Dealer to CNHICA or NH Credit, as applicable.


 


“Default”
means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.


 


“Definitive Notes”
is defined in Section 2.10 of the Indenture.


 


“Delinquency Ratio”
for any calendar month means the ratio, expressed as a percentage, of (a) the sum, for all of the Receivables, of all scheduled
payments that are 60 days or more past due (other than Purchased Receivables and Liquidated Receivables) as of the end of such month,
determined in accordance with the Servicer’s then-current practices, to (b) the Pool Balance as of the last day of such month.


 


“Delinquency Trigger”
means, for any Collection Period, that the aggregate Principal Balance of Receivables that are 61+ days delinquent as a percentage of
the Pool Balance as of the last day of the Collection Period exceeds (a) 10% for the first 12 Collection Periods following the Cutoff
Date and (b) 16% for the remaining Collection Periods that the Notes are Outstanding. The


 






    Appendix A (Page 6)


     


    

 


period of delinquency for a Receivable is the
number of days that a payment of more than an inconsequential amount is past due. Payments of $50 or more are generally considered consequential.


 


“Delivery”
means, when used with respect to Trust Account Property:


 


(i)           with
respect to a Certificated Security, transfer of such Certificated Security to


 


(x) with respect
to Trust Account Property relating to the Spread Account, the Indenture Trustee or its nominee or custodian by physical delivery to the
Indenture Trustee or its nominee or custodian or endorsement in blank, in any case to be held in the name of and for the benefit of the
Trust, or


 


(y) in all other
cases, the Indenture Trustee or its nominee or custodian by physical delivery to the Indenture Trustee or its nominee or custodian, endorsed
to, or registered in the name of the Indenture Trustee or its nominee or custodian or endorsed in blank; and


 


(ii)          with
respect to any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market mutual
funds, but excluding any Federal Book Entry Security), (x)(A) with respect to Trust Account Property relating to the Spread Account,
registration of the Trust as the registered owner, or (B) in all other cases, registration of the Indenture Trustee as the registered
owner by the Issuing Entity, or (y) satisfaction of the requirements for obtaining “control” pursuant to Section 8-106(c)(2) of
the UCC.


 


“Depositor”
means the Seller in its capacity as Depositor under the Trust Agreement.


 


“Determination Date”
means, with respect to any Transfer Date, the second Business Day prior to such Transfer Date.


 


“Eligible
Deposit Account” means: (a) a segregated deposit account maintained with a federal or State-chartered depository
institution or trust company that is an Eligible Institution or (b) with respect to Eligible Investments only, a segregated trust
account maintained with the corporate trust department of a federal depository institution or State-chartered depository institution
that is subject to federal or State regulations regarding fiduciary funds on deposit substantially similar to 12 C.F.R. §9.10(b) which
has corporate trust powers, acting in its fiduciary capacity, so long as, (x) if Fitch has been hired by the Sponsor to rate the
Notes (and is still rating such Notes), the long-term unsecured debt obligations of such depository institution have a credit rating
of at least “A” by Fitch or the commercial paper, short-term debt obligations or other short-term deposits of such depository
institution have a credit rating of at least “F1” by Fitch; (y) if S&P has been hired by the Sponsor to rate the
Notes (and is still rating such Notes), the long-term unsecured debt obligations of such depository institution have a credit rating
of at least “BBB” or the commercial paper, short-term debt obligations or other short-term deposits of such depository institution
have a credit rating of at least “A-2” by S&P; and (z) if Moody’s has been hired by the Sponsor to rate the
Notes (and is still rating such Notes), the long-term unsecured debt obligations


 






    Appendix A (Page 7)


     


    

 


of such depository institution have a credit
rating of at least “A2” by Moody’s or the commercial paper, short-term debt obligations or other short-term deposits
of such depository institution have a credit rating of at least “P-1” by Moody’s.


 


“Eligible Institution”
means: (a) for Fitch (x) an institution whose long term unsecured debt obligations or other long term deposits are rated at
least “A” by Fitch, or (y) an institution whose commercial paper, short term debt obligations or other short term deposits
are rated at least “F1” by Fitch; (b) for S&P (x) in the case of deposit accounts or trust accounts in which
deposits are held for less than thirty (30) days, an institution whose long-term unsecured debt obligations are rated at least “BBB”
by S&P, and if such institution has a short-term rating from S&P, an institution whose commercial paper, short-term debt obligations
or other short-term deposits are rated at least “A-2” by S&P or (y) in the case of deposit accounts or trust accounts
in which deposits are held for more than thirty (30) days, an institution whose long-term unsecured debt obligations are rated at least
 “BBB” by S&P, and if such institution has a short-term rating from S&P, an institution whose commercial paper, short-term
debt obligations or other short-term deposits are rated at least “A-2” by S&P; and (c) for Moody’s (x) an
institution whose long term unsecured debt obligations or other long term deposits are rated at least “A2” by Moody’s,
or (y) an institution whose commercial paper, short term debt obligations or other short term deposits are rated at least “P-1”
by Moody’s.


 


“Eligible Investments”
mean book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form that evidence:


 


(a)          direct
obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;


 


(b)         demand
deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the
United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by federal
or State banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment
to invest therein, the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating
of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating
from each of the Rating Agencies in the highest investment category granted thereby;


 


(c)          commercial
paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in
the highest investment category granted thereby;


 


(d)          investments
in money market funds having a rating from each of the Rating Agencies in the highest investment category granted thereby (including
funds for which the Indenture Trustee or the Trustee or any of their respective Affiliates is investment manager or advisor);


 






    Appendix A (Page 8)


     


    

 


(e)          bankers’
acceptances issued by any depository institution or trust company referred to in clause (b);


 


(f)           repurchase
obligations with respect to any security that is a direct obligation of, or fully guaranteed as to timely payment by, the United States
of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States
of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b);
and


 


(g)          any
other investment which satisfies the Rating Agency Condition and which is in the highest investment category granted by each applicable
Rating Agency;


 


provided
that, in the case of investments relating to the Spread Account, in each case such investment meets the requirements of Regulation
RR, and provided further, that investments described in clauses (b) through (g) shall be made only so
long as making such investments will not require the Issuing Entity to register as an investment company under the Investment Company
Act of 1940, as amended.


 


“Entitlement Order”
has the meaning assigned thereto in Section 8-102(a)(8) of the UCC.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


 


“Event of Default”
is defined in Section 5.1 of the Indenture.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Exchange Act Reports”
means any reports on Form 10-D, Form 8-K and Form 10-K filed or to be filed by the Seller with respect to the Issuing
Entity under the Exchange Act.


 


“Executive Officer”
means, with respect to any corporation or limited liability company, the Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation or limited liability
company; and with respect to any partnership, any general partner thereof.


 


“Expenses”
is defined in Section 8.2 of the Trust Agreement.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of the Indenture, any current or future Treasury Regulations or official
interpretations thereof, and any agreements entered into pursuant to Section 1471(b) of the Code.


 


“FATCA Withholding
Tax” means any withholding tax imposed pursuant to FATCA.


 


“Federal Book Entry
Security” means an obligation (i) issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or the Federal
National Mortgage Association, or any other direct obligation of, or obligation fully guaranteed as to timely payment of principal and


 






    Appendix A (Page 9)


     


    

 


interest by, the United States of America, that
is a book-entry security held through the Federal Reserve System pursuant to federal book entry regulations, and (ii) the perfection
of a security interest in which is governed pursuant to federal regulations by Article 8 of the UCC.


 


“FDIC”
means the Federal Deposit Insurance Corporation or any successor.


 


“Final Scheduled
Maturity Date” means the latest to occur of the Class Final Scheduled Maturity Dates.


 


“Financed Equipment”
means property, including any agricultural, construction, forestry or other equipment, together with all accessions thereto, securing
an Obligor’s indebtedness under a Retail Installment Contract, including any Substitute Equipment that has been substituted (in
accordance with Section 4.14 of the Sale and Servicing Agreement) for a piece of equipment that originally secured such indebtedness
under a Retail Installment Contract (“Replaced Equipment”). Following the substitution of the Substitute Equipment
pursuant to Section 4.14 of the Sale and Servicing Agreement, the Replaced Equipment shall no longer be considered Financed Equipment
for any purposes in the Basic Documents.


 


“Financial Asset”
has the meaning assigned thereto in Section 8-102(a)(9) of the UCC.


 


“First Principal Payment Amount”
means, with respect to any Payment Date, an amount equal to the excess, if any, of (x) the Outstanding Amount of the Class A
Notes over (y) the Asset Balance for that Payment Date; provided, that, on the Class Final Scheduled Maturity Date for
each Class of Class A Notes, the First Principal Payment Amount will at least equal the amount necessary to repay the Outstanding
Amount of that Class of Class A Notes and of any other Class of Class A Notes payable prior to that Class of
Class A Notes. For purposes of this definition only, the A-1 Notes, A-2 Notes, A-3 Notes and the A-4 Notes shall each be deemed
to be a separate Class of Notes.


 


“Fitch”
means Fitch Ratings, Inc., or its successors.


 


“Form 10-D
Disclosure Item” shall mean with respect to any Person, (a) any legal proceedings pending against such Person or of which
any property of such Person is then subject, or (b) any governmental proceeding known to be contemplated by governmental authorities
against such Person or of which any property of such Person would be subject, in each case that would be material to the Noteholders.


 


“Grant”
means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a Lien upon and
a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture, and other forms of the
verb “to Grant” shall have correlative meanings. A Grant of the Collateral or of any other agreement or instrument shall
include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing
right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other
monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all
rights and options, to bring Proceedings in the name of the Granting


 






    Appendix A (Page 10)


     


    

 


party or otherwise and generally to do and receive
anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.


 


“Holder”
means (a) with respect to a Note, the Person in whose name a Note is registered on the Note Register and (b) with respect to
a Certificate, a Certificateholder, as the context may require.


 


“Indemnified Parties”
is defined in Section 8.2 of the Trust Agreement.


 


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


 


“Indenture Trustee”
means Citibank, N.A., a national banking association, not in its individual capacity but solely as Indenture Trustee under the Indenture,
or any successor Indenture Trustee under the Indenture.


 


“Independent”
means, when used with respect to any specified Person, that the Person: (a) is in fact independent of the Issuing Entity, any other
obligor upon the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest
or any material indirect financial interest in the Issuing Entity, any such other obligor, the Seller or any Affiliate of any of the
foregoing Persons and (c) is not connected with the Issuing Entity, any such other obligor, the Seller or any Affiliate of any of
the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.


 


“Independent Certificate”
means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.1 of the Indenture, made by an Independent appraiser or other expert appointed
by an Issuing Entity Order in the exercise of reasonable care and approved by the Indenture Trustee, and such opinion or certificate
shall state that the signer has read the definition of “Independent” in the Indenture and that the signer is Independent
within the meaning thereof.


 


“Initial Pool Balance”
means the Pool Balance as of the Cutoff Date, which is $720,281,620.93.


 


“Insolvency Event”
means, with respect to a specified Person: (a) the filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or State
bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation
of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days, or
(b) the commencement by such Person of a voluntary case under any applicable federal or State bankruptcy, insolvency or other similar
law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such
law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general
assignment for the benefit of creditors, or


 






    Appendix A (Page 11)


     


    

 


the failure by such Person generally to pay its
debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.


 


“Instrument”
has the meaning assigned thereto in Section 9-102(47) of the UCC.


 


“Interest Period”
means (a) with respect to the first Payment Date, the period from and including the Closing Date to, but excluding, the first Payment
Date, and (b) with respect to any other Payment Date, the period from and including the immediately preceding Payment Date to, but
excluding, that Payment Date.


 


“Interest Rate”
means (a) as to the A-1 Notes, the A-1 Note Rate, (b) as to the A-2 Notes, the A-2 Note Rate, (c) as to the A-3 Notes,
the A-3 Note Rate, (d) as to the A-4 Notes, the A-4 Note Rate and (e) as to the Class B Notes, the Class B Note Rate.


 


“Investment Earnings”
means, with respect to any Payment Date, the interest and other investment earnings (net of losses and investment expenses) on amounts
on deposit in the Trust Accounts to be deposited into the Collection Account on the related Transfer Date pursuant to Section 5.1(b) of
the Sale and Servicing Agreement.


 


“Investment Property”
is defined in Section 9-102(49) of the UCC.


 


“Issuing Entity”
means CNH Equipment Trust 2022-C until a successor replaces it and, thereafter, means the successor and, for purposes of any provision
contained in the Indenture and required by the TIA, each other obligor on the Notes.


 


“Issuing Entity
Order” and “Issuing Entity Request” means a written order or request, respectively, signed in the name of
the Issuing Entity by any one of its Authorized Officers and delivered to the Indenture Trustee.


 


“Item 1119 Party”
means the Seller, CNHICA, the Servicer, the Indenture Trustee, the Trustee, any underwriter of the Notes, the Asset Representations Reviewer,
and any other material transaction party identified by the Seller or CNHICA to the Indenture Trustee or the Trustee in writing.


 


“Lien”
means a security interest, lien, charge, pledge, equity or encumbrance of any kind, other than (i) tax liens, mechanics’ liens
and any liens that attach to the related Receivable by operation of law as a result of any act or omission by the related Obligor and
(ii) any lien against the Financed Equipment resulting from a cross-collateralization provision in the related Contract.


 


“Liquidated Receivable”
means any Receivable liquidated by the Servicer through the sale or other disposition of the related Financed Equipment or that the Servicer
has, after using all reasonable efforts to realize upon the Financed Equipment, determined to charge off without realizing upon the Financed
Equipment.


 


“Liquidation Proceeds”
means, with respect to any Liquidated Receivable, the monies collected in respect thereof from whatever source (including the proceeds
of insurance policies with respect to the related Financed Equipment (to the extent not used to purchase Substitute Equipment) or Obligor
and payments made by a Dealer pursuant to the related Dealer Agreement


 






    Appendix A (Page 12)


     


    

 


with respect to such Receivable), other than
Recoveries, net of the sum of any amounts expended by the Servicer in connection with such liquidation and any amounts required by law
to be remitted to the Obligor on such Liquidated Receivable.


 


“Measured Losses”
means, for any Collection Period, the sum of (a) for each Receivable that became a Liquidated Receivable during such Collection
Period, the difference between (i) the Principal Balance plus accrued and unpaid interest on such Receivable less the Write Down
Amount for such Receivable (if such Receivable was a 180-Day Receivable or Repossessed Receivable at the time of liquidation), if any,
and (ii) the Liquidation Proceeds received with respect to such Receivable during such Collection Period, (b) with respect
to any Receivable that became a 180-Day Receivable or a Repossessed Receivable during such Collection Period, the Write Down Amount,
if any, for that Receivable and (c) with respect to each other 180-Day Receivable or Repossessed Receivable, the amount of the adjustment,
if any, to the Write Down Amount for such Receivable for the related Collection Period.


 


“Modification Purchase
Event” is defined in Section 4.2 of the Sale and Servicing Agreement.


 


“Moody’s”
means Moody’s Investors Service, Inc., or its successor.


 


“NH Credit”
means New Holland Credit Company, LLC, a Delaware limited liability company, and its successors and assigns.


 


“Note Balance”
means the aggregate Outstanding Amount of the Notes from time to time.


 


“Note Depository
Agreement” means the agreement between the Issuing Entity and The Depository Trust Company, as the initial Clearing Agency,
dated as of or around the Closing Date.


 


“Note Distribution
Account” means the account designated as such, established and maintained pursuant to Section 5.1(a)(ii) of
the Sale and Servicing Agreement.


 


“Note Monthly Principal
Distributable Amount” means, with respect to any Payment Date, the amount necessary to be paid on the Notes to reduce the Outstanding
Amount of the Notes (after giving effect to the application of the First Principal Payment Amount to reduce such Outstanding Amount)
to an amount equal to the Asset Balance for that Payment Date, less the amount of the excess, if any, of the Asset Balance at the beginning
of the prior Collection Period over the Outstanding Amount of the Notes as of, and after giving effect to the distributions on, the previous
Payment Date; provided that (a) the Note Monthly Principal Distributable Amount shall not exceed the aggregate Outstanding
Amount of the Notes (after giving effect to the application of the First Principal Payment Amount to reduce such Outstanding Amount)
and (b) on the final scheduled maturity date for the Class B Notes, the Note Monthly Principal Distributable Amount will at
least equal the amount necessary to repay the Outstanding Amount of that Class of Notes and of any other Class of Notes payable
prior to that Class of Notes (after giving effect to the application of the First Principal Payment Amount to reduce such Outstanding
Amount).


 


“Note Owner”
means, with respect to a Book-Entry Note, the Person who is the owner of such Book-Entry Note, as reflected on the books of the Clearing
Agency, or on the books of a Person maintaining an account with the Clearing Agency (directly as a Clearing Agency


 






    Appendix A (Page 13)


     


    

 


Participant or as an indirect participant, in
each case in accordance with the rules of the Clearing Agency).


 


“Note Pool Factor”
means, as of the close of business on any Payment Date with respect to any Class of Notes, the Outstanding Amount of that Class of
Notes divided by the original Outstanding Amount of that Class of Notes (carried out to the seventh decimal place). The Note Pool
Factor for each Class will be 100% as of the Closing Date, and, thereafter, will decline to reflect reductions in the Outstanding
Amount of the Notes.


 


“Note Register”
and “Note Registrar” have the respective meanings specified in Section 2.4 of the Indenture.


 


“Noteholder FATCA
Information” means information sufficient to eliminate the imposition of, or determine the amount of FATCA Withholding Tax.


 


“Noteholder
Tax Identification Information” means properly completed and signed tax certifications (generally, in the case of U.S. federal
income tax, IRS Form W-9 (or applicable successor form) in the case of a Person that is a “United States Person”
within the meaning of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8
(or applicable successor form) in the case of a Person that is not a “United States Person” within the meaning of Section 7701(a)(30)
of the Code).


 


“Noteholders”
means the Class A Noteholders and the Class B Noteholders.


 


“Noteholders’
Distributable Amount” means, with respect to any Payment Date, the sum of: (a) the Class Interest Amount for each
Class of Notes and (b) the Note Monthly Principal Distributable Amount.


 


“Notes”
means the Class A Notes and the Class B Notes.


 


“Obligor”
means, with respect to any Receivable, any Person who owes payments under the Receivable.


 


“Officer’s
Certificate” means a certificate signed by one of the following: the Chairman of the Board, the President, the Vice Chairman
of the Board, an Executive Vice President, any Vice President, a Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of
the Seller, Administrator or Servicer, as appropriate.


 


“Opinion of Counsel”
means a written opinion of counsel (who may, except as otherwise expressly provided in a Basic Document, be an employee of or counsel
to the Seller or the Servicer), which counsel and opinion shall be reasonably acceptable to the Indenture Trustee, the Trustee or the
Rating Agencies, as applicable.


 


“Originator”
means CNHICA.


 


“Outstanding”
means, as of the date of determination, all Notes theretofore authenticated and delivered under the Indenture except:


 






    Appendix A (Page 14)


     


    

 


(i)           Notes
theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;


 


(ii)          Notes
or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or
any Paying Agent in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed, notice
of such redemption has been duly given pursuant to the Indenture); and


 


(iii)         Notes
in exchange for or in lieu of other Notes that have been authenticated and delivered pursuant to the Indenture unless proof satisfactory
to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser;


 


provided,
that in determining whether the Holders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or under any Basic Document, Notes owned by the Issuing Entity, any other obligor upon
the Notes, the Seller or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded.
Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuing Entity,
any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons.


 


“Outstanding Amount”
means the aggregate principal amount of all Notes, or Class of Notes, as applicable, Outstanding at the date of determination.


 


“Paying Agent”
means (a) with respect to the Notes, the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture
Trustee specified in Section 6.11 of the Indenture and is authorized by the Issuing Entity to make the payments to and distributions
from the Collection Account and the Note Distribution Account, including payment of principal of or interest on the Notes on behalf of
the Issuing Entity, and (b) with respect to the Certificates, any paying agent or co-paying agent appointed pursuant to Section 3.9
of the Trust Agreement, and shall initially be Citibank.


 


“Payment Date”
means, with respect to each Collection Period, the fifteenth day of the calendar month following the end of that Collection Period, or,
if such day is not a Business Day, the next Business Day, commencing on December 15, 2022.


 


“Person”
means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust
(including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.


 


“Pool Balance”
means, at any time, the sum of the aggregate Contract Values of the Receivables as of the beginning of a Collection Period (after giving
effect to all payments received from Obligors and Purchase Amounts to be remitted by the Servicer, CNHICA or the Seller, as


 






    Appendix A (Page 15)


     


    

 


the case may be, with respect to the preceding
Collection Period, if any, and all Realized Losses on Receivables liquidated during such preceding Collection Period, if any) less the
aggregate Write Down Amount as of the last day of the preceding Collection Period, if any.


 


“Posted Date”
is defined in Section 5.3 of the Sale and Servicing Agreement.


 


“Predecessor Note”
means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 of the Indenture
in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or
stolen Note.


 


“Preliminary Prospectus”
means the prospectus (subject to completion, dated November 14, 2022), relating to the Class A Notes and Class B Notes.


 


“Preliminary Prospectus
Date” means the date of the Preliminary Prospectus (subject to completion).


 


“Principal Balance”
of a Receivable, as of the close of business on the last day of a Collection Period, means the Amount Financed minus the sum of: (i) that
portion of all Scheduled Payments paid on or prior to such day allocable to principal using the simple interest method, (ii) any
refunded portion of insurance premiums included in the Amount Financed, (iii) any payment of the Purchase Amount with respect to
the Receivable allocable to principal and (iv) any prepayment in full or any partial prepayments applied to reduce the Principal
Balance of the Receivable.


 


“Prior Securitization”
means a prior securitization by a CNH Equipment Trust.


 


“Proceeding”
means any suit in equity, action at law or other judicial or administrative proceeding.


 


“Prospectus”
means the prospectus dated November 17, 2022 relating to the Class A Notes.


 


“Prospectus Date”
means the date of the Prospectus.


 


“Purchase Agreement”
means the Purchase Agreement dated as of November 1, 2022 between the Seller and CNHICA, as the same may be amended and supplemented
from time to time.


 


“Purchase Amount”
means, as of the close of business on the last day of a Collection Period, an amount equal to the Contract Value of the applicable Contract,
as of the first day of the immediately following Collection Period (or, with respect to any applicable Contract that is a Liquidated
Receivable, as of the day immediately prior to such Contract becoming a Liquidated Receivable less any Liquidation Proceeds actually
received by the Issuing Entity) plus interest accrued and unpaid thereon as of such last day at a rate per annum equal to, in the case
of any Contract transferred on the Closing Date, the Cutoff Date APR.


 






    Appendix A (Page 16)


     


    

 


“Purchase Price”
is defined in Section 2.1 of the Purchase Agreement.


 


“Purchased Receivable”
means a Receivable purchased as of the close of business on the last day of a Collection Period by the Servicer or CNHICA pursuant to
Section 4.6 of the Sale and Servicing Agreement, by CNHICA pursuant to Section 6.2 of the Purchase Agreement, or by the Seller
pursuant to Section 3.2 of the Sale and Servicing Agreement, or as of the first day of a Collection Period by CNHICA pursuant to
Section 9.1(a) of the Sale and Servicing Agreement and Section 6.2 of the Purchase Agreement.


 


“Rating Agency”
means, to the extent the applicable following rating agency is hired by CNHICA to rate the Notes and such rating agency is still rating
such Notes, each of S&P, Fitch and Moody’s.


 


“Rating Agency Condition”
means, with respect to any action, that (with respect to each of the following rating agencies to the extent the following rating agency
is hired by the Sponsor to rate the Notes and such rating agency is still rating such Notes) (a) S&P and Fitch shall have each
been given at least 10 Business Days’ prior notice thereof and (b) Moody’s shall have been given at least 10 Business
Days’ prior notice thereof and shall not have notified the Issuing Entity and the Indenture Trustee that such action will result
in a reduction or withdrawal of its then current rating of any Class of the Notes.


 


“Reacquired Receivables”
means Receivables that (i) have been purchased by the Servicer, repurchased by CNHICA or the Seller, or otherwise transferred to
the Servicer, Seller or CNHICA or their Affiliate pursuant to the terms of the Basic Documents or (ii) are designated or identified
to be purchased by the Servicer, repurchased by CNHICA or the Seller, or otherwise transferred to the Servicer, Seller or CNHICA or their
Affiliate pursuant to the terms of the Basic Documents; provided, however, with respect to the preceding clause (ii),
such Receivables shall only become Reacquired Receivables the instant before (x) such purchase, repurchase or transfer pursuant
to the Basic Documents, and (y) the full amount, if any, required to be paid for such Receivables having been paid and/or deposited
as and when required under the Basic Documents.


 


“Realized Losses”
means, with respect to any Liquidated Receivable, the excess of the Principal Balance of such Liquidated Receivable plus accrued but
unpaid interest thereon over the amount of any related Liquidation Proceeds.


 


“Receivable”
means any Contract included in the Schedule of Receivables delivered by CNHICA to CNHCR on the Closing Date or the Schedule of Receivables
delivered by the Servicer to the Trustee on the Closing Date (other than Reacquired Receivables).


 


“Receivable Files”
means the documents specified in Section 3.4 of the Sale and Servicing Agreement.


 


“Record Date”
means, with respect to a Payment Date or Redemption Date, the close of business on the fourteenth day of the calendar month in which
such Payment Date or Redemption Date occurs, or, if Definitive Notes are issued, the close of business on the last day of the calendar
month preceding the month of such Payment Date, whether or not such day is a Business Day, or if Definitive Notes were not outstanding
on such date, the date of issuance of the Definitive Note.


 






    Appendix A (Page 17)


     


    

 


“Recoveries”
means, with respect to any Liquidated Receivable, monies collected in respect thereof, from whatever source (other than from the sale
or other disposition of the Financed Equipment), after such Receivable became a Liquidated Receivable.


 


“Redemption Date”
means the Payment Date specified by the Servicer or the Issuing Entity pursuant to Section 10.1(a) of the Indenture.


 


“Redemption Price”
means the unpaid principal amount of the Notes redeemed, plus accrued and unpaid interest thereon at the applicable interest rate to
but excluding the Redemption Date.


 


“Registered Holder”
means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.


 


“Regulation AB”
means Regulation AB under the Securities Act of 1933, as amended.


 


“Replaced Equipment”
is defined in “Financed Equipment” above.


 


“Reportable Event”
shall mean any event required to be reported on Form 8-K, and in any event, the following:


 


(a)           entry
into a definitive agreement related to the Issuing Entity or the Notes or an amendment to a Basic Document, even if the Seller is not
a party to such agreement (e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(3) of Regulation AB);


 


(b)           termination
of a Basic Document (other than by expiration of the agreement on its stated termination date or as a result of all parties completing
their obligations under such agreement), even if the Seller is not a party to such agreement (e.g., a servicing agreement with a servicer
contemplated by Item 1108(a)(3) of Regulation AB);


 


(c)           with
respect to the Servicer only, the occurrence of a Servicer Default;


 


(d)           an
Event of Default;


 


(e)           the
resignation, removal, replacement, substitution, of the Indenture Trustee or the Trustee; and


 


(f)            with
respect to the Indenture Trustee only, a required distribution to holders of the Notes is not made as of the required Payment Date under
the Indenture.


 


“Repossessed Receivable”
with respect to any Collection Period will be any Receivable as to which the Financed Equipment securing the defaulted Receivable has
been repossessed on or prior to the last day of such Collection Period and which has not become a Liquidated Receivable.


 






    Appendix A (Page 18)


     


    

 


“Repurchase Request”
has the meaning assigned to it in Section 3.3(a) of the Sale and Servicing Agreement.


 


“Requesting Party”
has the meaning assigned to it in Section 3.3(a) of the Sale and Servicing Agreement.


 


“Required Servicer
Rating” means, with respect to CNH Industrial or any of its Affiliates acceptable to the applicable Rating Agency, that (a) if
Fitch has been hired by the Sponsor to rate the Notes (and is still rating such Notes), the then long-term unsecured debt obligations
of CNH Industrial or such Affiliate, as applicable, are rated at least equal to “BBB” by Fitch, (b) if S&P has been
hired by the Sponsor to rate the Notes (and is still rating such Notes), the then long-term unsecured debt obligations of CNH Industrial
or such Affiliate, as applicable, are rated at least equal to “BBB” by S&P, and (c) if Moody’s has been hired
by the Sponsor to rate the Notes (and is still rating such Notes), the then long-term unsecured debt obligations of CNH Industrial or
such Affiliate, as applicable, are rated at least equal to “Baa2” by Moody’s.


 


“Responsible Officer”
means, with respect to the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Vice
President, Assistant Vice President, Secretary or Assistant Secretary, or any other officer of the Indenture Trustee customarily performing
functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.


 


“Retail Installment
Contract” means an equipment retail installment contract or retail installment loan secured by Financed Equipment.


 


“Retained Note”
shall mean any Notes held by the Depositor (or any other entity whose separate existence from the Issuing Entity is disregarded for federal
income tax purposes) until such time as such Notes are the subject of an opinion specified in Section 2.4 of the Indenture regarding
treatment of such Notes as indebtedness for federal income tax purposes, which opinion shall have been received by the Depositor and
the Indenture Trustee.


 


“Review”
has the meaning assigned to it in the Asset Representations Review Agreement.


 


“Review Demand Date”
means, for a Review, the date the Delinquency Trigger has occurred and when the Indenture Trustee determines that the required percentage
of Noteholders has voted to direct a Review under Section 7.7 of the Indenture.


 


“Review Notice”
means the notice from the Indenture Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations
Reviewer to perform a Review.


 


“Review Receivable”
means, for a Review, the Receivables 60 or more days delinquent as of the last day of the Collection Period for the Review Demand Date
stated in the Review Notice.


 


“Review Report”
has the meaning assigned to it in the Asset Representations Review Agreement.


 






    Appendix A (Page 19)


     


    

 


“S&P”
means S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, or its successor.


 


“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.


 


“Sale Proceeds”
is defined in Section 9.1(b) of the Sale and Servicing Agreement.


 


“Schedule of Receivables”
means, collectively, the listings of the Receivables attached to, or incorporated by reference in, the CNHICA Assignment and the Assignment
(each of which schedules may be in the form of a compact disk or any other computer-readable medium).


 


“Scheduled Payment”
on a Receivable means that portion of the payment required to be made by the Obligor during any Collection Period sufficient to amortize
the Principal Balance under the simple interest method, in each case, over the term of the Receivable and to provide interest at the
APR.


 


“Secretary of State”
means the Secretary of State of the State of Delaware.


 


“Securities Account”
has the meaning assigned thereto in Section 8-501(a) of the UCC.


 


“Securities Entitlement”
has the meaning assigned thereto in Section 8-102(a)(17) of the UCC.


 


“Securities Intermediary”
is defined in Section 8-102(a)(14) of the UCC.


 


“Seller”
means CNHCR.


 


“Servicer”
means NH Credit, as the servicer of the Receivables, and any successor to NH Credit (in the same capacity) pursuant to Section 7.3
or 8.2 of the Sale and Servicing Agreement.


 


“Servicer Default”
means an event specified in Section 8.1 of the Sale and Servicing Agreement.


 


“Servicer’s
Certificate” means an Officer’s Certificate of the Servicer, substantially in the form of Exhibit C to the Sale
and Servicing Agreement.


 


“Servicing Criteria”
shall mean the “servicing criteria” set forth in Item 1122(d) of Regulation AB.


 


“Servicing Fee”
means, for any Collection Period, the fee payable to the Servicer for services rendered during such Collection Period, determined pursuant
to Section 4.7 of the Sale and Servicing Agreement.


 


“Servicing Procedures”
is defined in Section 4.1 of the Sale and Servicing Agreement.


 


“Simple Interest
Receivable” means any Receivable under which the portion of a payment allocable to interest and the portion allocable to principal
is determined by allocating a fixed level payment between principal and interest, such that such payment is allocated first to the accrued


 






    Appendix A (Page 20)


     


    

 


and unpaid interest at the Annual Percentage
Rate for such Receivable on the unpaid principal balance and the remainder of such payment is allocable to principal.


 


“Specified Discount
Factor” equals 8.85%.


 


“Specified Spread
Account Balance” means 2.25% of the Pool Balance as of the Cutoff Date. In addition to the ability to amend the “Specified
Spread Account Balance” definition pursuant to Section 9.1(a) of the Indenture, the Specified Spread Account Balance
may also be reduced or modified without the consent of the Holders of the Notes if the Rating Agency Condition is satisfied with respect
to such reduction or modification; provided that such reduction or modification is not prohibited by Regulation RR.


 


“Sponsor”
means CNHICA.


 


“Spread Account”
means the account designated as such, established and maintained pursuant to Section 5.1(a) of the Sale and Servicing Agreement.


 


“Spread Account
Deposit” means $16,206,336.47.


 


“State”
means any one of the 50 states of the United States of America or the District of Columbia.


 


“Statistical Contract
Value” of a Receivable means the current balance of the Receivable on the Servicer’s records.


 


“Substitute Equipment”
is defined in Section 4.14 of the Sale and Servicing Agreement.


 


“Successor Servicer”
is defined in Section 3.7(e) of the Indenture.


 


“Test Fail”
has the meaning assigned to it in Section 3.03(a) of the Asset Representations Review Agreement.


 


“TIA”
means the Trust Indenture Act.


 


“Total Distribution
Amount” means, with respect to any Payment Date, the aggregate amount of collections on or with respect to the Receivables
with respect to the related Collection Period. Collections on or with respect to the Receivables include all payments made by or on behalf
of the Obligors (including any late fees, prepayment charges, extension fees and other administrative fees or similar charges allowed
by applicable law with respect to the Receivables), any proceeds from insurance policies covering the Financed Equipment (to the extent
not used to purchase Substitute Equipment) or related Obligor, Liquidation Proceeds, the Purchase Amount of each Receivable that became
a Purchased Receivable in respect of the related Collection Period (to the extent deposited into the Collection Account), Investment
Earnings for such Payment Date and payments made by a Dealer pursuant to the related Dealer Agreement with respect to such Receivable,
on the Payment Date specified in Section 5.8(b) of the Sale and Servicing Agreement; provided, however, that
the Total Distribution Amount shall not include: (i) all payments or proceeds (including Liquidation Proceeds) of any Receivables
the Purchase Amount of which has been included in the Total Distribution Amount in a prior Collection Period or (ii) any Recoveries.


 






    Appendix A (Page 21)


     


    

 


“Transfer Date”
means the Business Day preceding the fifteenth day of each calendar month.


 


“Treasury Regulations”
means regulations, including proposed or temporary regulations, promulgated under the Code. References to specific provisions of proposed
or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury regulations.


 


“Trust”
means the Issuing Entity.


 


“Trust Account Property”
means the Trust Accounts, all amounts and investments held from time to time in any Trust Account (whether in the form of deposit accounts,
physical property, book-entry securities, uncertificated securities or otherwise), and all proceeds of the foregoing.


 


“Trust Accounts”
has the meaning assigned thereto in Section 5.1(b) of the Sale and Servicing Agreement.


 


“Trust Agreement”
means the Trust Agreement dated as of October 31, 2022 between the Seller and the Trustee, as the same may be amended and supplemented
from time to time.


 


“Trust Certificate”
means a certificate evidencing the beneficial interest of a Certificateholder in the Trust, substantially in the form of Exhibit A
to the Trust Agreement.


 


“Trust Estate”
means (a) with respect to the Indenture, all the money, instruments, rights and other property that are subject or intended to be
subject to the Lien and security interest of the Indenture for the benefit of the Noteholders (including all property and interests Granted
to the Indenture Trustee), including all proceeds thereof, and (b) with respect to the Trust Agreement, all right, title and interest
of the Trust in and to the property and rights assigned to the Trust pursuant to Article II (other than Section 2.1(b))
of the Sale and Servicing Agreement, all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account
and all other property of the Trust from time to time, including any rights of the Trustee and the Trust pursuant to the Sale and Servicing
Agreement and the Administration Agreement.


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939, as in force on the date of the Indenture unless otherwise specifically provided.


 


“Trust Officer”
means, in the case of the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Vice
President, Assistant Vice President, Secretary, Assistant Secretary or any other officer of the Indenture Trustee customarily performing
functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and,
with respect to the Trustee, any officer in the Corporate Trustee Administration Department of the Trustee with direct responsibility
for the administration of the Trust Agreement and the Basic Documents on behalf of the Trustee.


 


“Trust Statute”
means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as the same may be amended from time to time.


 






    Appendix A (Page 22)


     


    

 


“Trustee”
means Wilmington Trust Company, a Delaware trust company, not in its individual capacity but solely as trustee under the Trust Agreement,
and any successor Trustee thereunder.


 


“Turbo Principal
Payment Amount” is defined in Section 5.6(b)(x) of the Sale and Servicing Agreement.


 


“UCC”
means, unless the context otherwise requires, the Uniform Commercial Code as in effect in the relevant jurisdiction, as amended from
time to time.


 


“Uncertificated
Security” has the meaning assigned thereto in Section 8-102(a)(18) of the UCC.


 


“Underwriting Agreement”
means the Underwriting Agreement dated November 17, 2022 among CNHICA, CNHCR and Wells Fargo Securities, LLC, Barclays Capital
Inc., BMO Capital Markets Corp. and SG Americas Securities, LLC, as representatives of the several underwriters named therein.


 


“Write Down Amount”
for any Collection Period for any 180-Day Receivable or Repossessed Receivable will be the excess of (a) the Principal Balance plus
accrued and unpaid interest of such Receivable as of the last day of the Collection Period during which the Receivable became a 180-Day
Receivable or Repossessed Receivable, as applicable, over (b) the estimated realizable value of the Receivable, as determined by
the Servicer in accordance with its then-current servicing procedures for the related Collection Period, which amount may be adjusted
to zero by the Servicer in accordance with its normal servicing procedures if the Receivable has ceased to be a 180-Day Receivable as
provided in the definition of “180-Day Receivable.”


 






    Appendix A (Page 23)


     


    

 


EXHIBIT A-1

to Indenture


 


FORM OF A-1 NOTES


 


	REGISTERED	$163,000,000(1)







	No. R-1	CUSIP NO. 12664JAA8




 


Unless this Note is presented
by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity
or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


THE PRINCIPAL OF THIS NOTE
IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


CNH EQUIPMENT TRUST 2022-C

4.817% CLASS A-1 ASSET BACKED NOTES


 


CNH Equipment Trust 2022-C,
a statutory trust organized and existing under the laws of the State of Delaware (including any successor, the “Issuing Entity”),
for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ONE HUNDRED SIXTY-THREE
MILLION DOLLARS ($163,000,000), partially payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from
the Note Distribution Account in respect of principal on the A-1 Notes pursuant to Section 3.1 of the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 15,
2023 Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture. The Issuing Entity
will pay interest on this Note at the rate per annum shown above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the date hereof. Interest will be computed on the basis of a
360-day year and the actual number of days in the applicable Interest Period. Such principal of and interest on this Note shall be paid
in the manner specified in the Indenture.


 


The principal of and interest
on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts.


 





 






(1)     Denominations of $1,000 and in greater whole-dollar
denominations in excess thereof.


 









    A-1 (Page 1)


     


    

 


All payments made by the Issuing Entity with
respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal
of this Note.


 


Reference is made to the
further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face
of this Note.


 


Unless the certificate of
authentication hereon has been executed by the Indenture Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.


 






    A-1 (Page 2)


     


    

 


IN WITNESS WHEREOF, the Issuing Entity has caused
this instrument to be signed, manually or in facsimile, by its Authorized Officer.


 


Dated: ______________, 2022


 


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

                                            not in its individual capacity but

                                            solely as Trustee under the

                                            Trust Agreement



 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 






    A-1 (Page 3)


     


    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
designated above and referred to in the within-mentioned Indenture.


 


Dated: ______________, 2022


 


	 	CITIBANK,
N.A.,


not in its individual capacity but solely


as Indenture Trustee





 





	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






    A-1 (Page 4)


     


    

 



 


[REVERSE
OF NOTE]


 


This Note is one of a duly
authorized issue of Notes of the Issuing Entity, designated as its 4.817% Class A-1 Asset Backed Notes (herein called the “A-1
Notes” or the “Notes”), all issued under an Indenture dated as of November 1, 2022 (such Indenture,
as supplemented or amended, is herein called the “Indenture”) between the Issuing Entity and Citibank, N.A., not in
its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture
Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Notes are
subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture
shall have the meanings assigned to them in or pursuant to the Indenture.


 


The Notes, the A-2 Notes,
the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.


 


The Issuing Entity shall pay
interest on overdue installments of interest at the A-1 Note Rate to the extent lawful.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may
be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee
in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary,
agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder
of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture
Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such partner, owner or beneficiary.


 


It is the intent of the Seller,
the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole
or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner,
a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes
as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation,
the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of
that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety
as indebtedness for U.S. federal income tax purposes.


 


Each Noteholder or holder
of an interest in a Class A-1 Note, by acceptance of such Class A-1 Note or such interest therein, agrees to provide to the
Indenture Trustee, any Paying Agent or


 






    A-1 (Page 5)


    


    

 


the Issuing Entity, as applicable, the Noteholder
Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition,
each Noteholder or holder of an interest in a Class A-1 Note, by acceptance of such Class A-1 Note or such interest therein,
agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding
gross-up) payable to a Noteholder or holder of an interest in a Class A-1 Note that fails to comply with the requirements of the
preceding sentence.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the
benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any
institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture
or the Basic Documents.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a
plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of
the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA)
that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the
Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975
of the Code or any substantially similar applicable law.


 


This Note and the Indenture
shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.


 


No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute
and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein
prescribed.


 


Anything herein to the contrary
notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of
a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees,
successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture,
it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole
purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance
hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing
for any deficiency, loss


 






    A-1 (Page 6)


    


    

 


or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any
and all liabilities, obligations and undertakings contained in the Indenture or in this Note.


 






    A-1 (Page 7)


    


    

 


ASSIGNMENT


 


Social Security or taxpayer I.D. or other identifying
number of assignee


 


FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto


 


(name and address of assignee)


 


the within Note and all rights thereunder, and
hereby irrevocably constitutes and appoints _______________________________, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


 


	Dated:	 	 	*
	 	 	 	 Signature Guaranteed:
	 	 	 
	 	 	Signatures must be guaranteed by an “eligible guarantor
    institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in
    STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or
    in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.





 





 



 


		*	NOTE: The signature to this assignment must correspond with
the name of the registered owner as it appears on the face of the within Note in every particular without alteration, enlargement or
any change whatsoever.



 






    A-1 (Page 8)


    


    

 


EXHIBIT A-2

to Indenture


 


FORM OF
A-2 NOTES


 


	REGISTERED	 	$285,000,000(1)
	No. R-1	 	CUSIP NO. 12664JAB6




 


Unless this Note is presented
by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity
or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


THE PRINCIPAL OF THIS NOTE
IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


CNH EQUIPMENT TRUST 2022-C


5.42% CLASS A-2 ASSET BACKED NOTES


 


CNH Equipment Trust 2022-C,
a statutory trust organized and existing under the laws of the State of Delaware (including any successor, the “Issuing Entity”),
for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED EIGHT-FIVE
MILLION DOLLARS ($285,000,000) partially payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from
the Note Distribution Account in respect of principal on the A-2 Notes pursuant to Section 3.1 of the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the July 15, 2026
Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture. No payments of principal
of the Notes will be made until the principal of the A-1 Notes has been paid in full. The Issuing Entity will pay interest on this Note
at the A-2 Note Rate, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount
of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment
Date), subject to certain limitations contained in Section 3.1 of the Indenture. Interest on this Note will accrue for each
Payment Date from the most recent Payment Date on which interest has been paid to but excluding the then current Payment Date or, if no
interest has yet been paid, from the date hereof. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the manner specified in the Indenture.


 


The principal of and interest
on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts.


 





 



1 Denominations of $1,000 and in greater whole-dollar denominations
in excess thereof.


 






    A-2 (Page 1)


    


    

 


All payments made by the Issuing Entity with respect
to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this
Note.


 


Reference is made to the further
provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the certificate of
authentication hereon has been executed by the Indenture Trustee by manual signature, this Note shall not be entitled to any benefit under
the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.


 






    A-2 (Page 2)


    


    

 



 


IN WITNESS WHEREOF, the Issuing
Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.


 


Dated: ______________, 2022


 


	 	CNH EQUIPMENT TRUST 2022-C




 


		By:	Wilmington Trust Company,

 not in its individual capacity but 

solely as Trustee under the

 Trust Agreement



 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 






    A-2 (Page 3)


    


    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated
above and referred to in the within-mentioned Indenture.


 


Dated: ______________, 2022


 


	 	CITIBANK, N.A.,
	 	not in its individual capacity but solely 

as Indenture Trustee
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 






    A-2 (Page 4)


    


    

 


[REVERSE OF NOTE]


 


This Note is one of a duly
authorized issue of the Issuing Entity, designated as its 5.42% Class A-2 Asset Backed Notes (herein called the “A-2 Notes”
or the “Notes”), all issued under an Indenture dated as of November 1, 2022 (such Indenture, as supplemented or
amended, is herein called the “Indenture”) between the Issuing Entity and Citibank, N.A., not in its individual capacity
but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations
thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture.
All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture shall have the meanings assigned
to them in or pursuant to the Indenture.


 


The Notes, the A-1 Notes,
the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.


 


The Issuing Entity shall pay
interest on overdue installments of interest at the A-2 Note Rate to the extent lawful.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may
be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee
in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary,
agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder
of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture
Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such partner, owner or beneficiary.


 


It is the intent of the Seller,
the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole
or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner,
a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes
as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation,
the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of
that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety
as indebtedness for U.S. federal income tax purposes.


 


Each Noteholder or holder
of an interest in a Class A-2 Note, by acceptance of such Class A-2 Note or such interest therein, agrees to provide to the
Indenture Trustee, any Paying Agent or


 






    A-2 (Page 5)


    


    

 


the Issuing Entity, as applicable, the Noteholder
Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition,
each Noteholder or holder of an interest in a Class A-2 Note, by acceptance of such Class A-2 Note or such interest therein,
agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding
gross-up) payable to a Noteholder or holder of an interest in a Class A-2 Note that fails to comply with the requirements of the
preceding sentence.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the
benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any
institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture
or the Basic Documents.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a
plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of
the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA)
that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the
Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975
of the Code or any substantially similar applicable law.


 


This Note and the Indenture
shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.


 


No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute
and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein
prescribed.


 


Anything herein to the contrary
notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of
a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees,
successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture,
it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole
purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance
hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the


 






    A-2 (Page 6)


    


    

 


Holder and Note Owner shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.


 






    A-2 (Page 7)


    


    

 


ASSIGNMENT


 


Social Security or taxpayer I.D. or other identifying
number of assignee


 


FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto


 


(name and address of assignee)


 


the within Note and all rights thereunder, and
hereby irrevocably constitutes and appoints _______________________________, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


 





	Dated:	 	 	*
	 	 	 	 Signature Guaranteed:
	 	 	 
	 	 	Signatures must be guaranteed by an “eligible guarantor institution”
    meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature
    guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance
    with the Securities Exchange Act of 1934, as amended.


 





 



 


		*	NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Note in every particular without alteration, enlargement or any change
whatsoever.



 






    A-2 (Page 8)


    


    

 


EXHIBIT A-3

to Indenture


 


FORM OF
A-3 NOTES


 


	REGISTERED	$215,000,000(1)
	No. R-1	     CUSIP NO. 12664JAC4




 


Unless this Note is presented
by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity
or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


THE PRINCIPAL OF THIS NOTE
IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


CNH EQUIPMENT TRUST 2022-C


5.15% CLASS A-3 ASSET BACKED NOTES


 


CNH Equipment Trust 2022-C,
a statutory trust organized and existing under the laws of the State of Delaware (including any successor, the “Issuing Entity”),
for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED FIFTEEN MILLION
DOLLARS ($215,000,000), partially payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the A-3 Notes pursuant to Section 3.1 of the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the April 17, 2028 Payment Date and
the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture. Except as provided in Sections 5.4
and 8.2(e) of the Indenture, no payments of principal of the Notes will be made until the principal of the A-2 Notes has been
paid in full, and in any case, no payments of principal of the Notes will be made until the principal of the A-1 Notes has been paid in
full. The Issuing Entity will pay interest on this Note at the A-3 Note Rate, on each Payment Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect
to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been
paid to but excluding the then current Payment Date or, if no interest has yet been paid, from the date hereof. Interest will be computed
on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner
specified in the Indenture.


 





 



(1)        Denominations of $1,000 and in greater whole-dollar denominations
in excess thereof.


 






    A-3 (Page 1)


    


    

 


The principal of and interest
on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due
and payable on this Note as provided above and then to the unpaid principal of this Note.


 


Reference is made to the further
provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the certificate of
authentication hereon has been executed by the Indenture Trustee by manual signature, this Note shall not be entitled to any benefit under
the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.


 






    A-3 (Page 2)


    


    

 


IN WITNESS WHEREOF, the Issuing
Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.


 


Dated: ______________, 2022


 


	 	CNH EQUIPMENT TRUST 2022-C




 


		By:	Wilmington Trust Company, 

not in its individual capacity but

 solely as Trustee under the 

Trust Agreement



 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 






    A-3 (Page 3)


    


    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated
above and referred to in the within-mentioned Indenture.


 


Dated: ______________, 2022


 


	 	CITIBANK,
N.A.,
	 	not in its individual capacity but solely

 as Indenture
Trustee




 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 






    A-3 (Page 4)


    


    

 


[REVERSE OF NOTE]


 


This Note is one of a duly
authorized issue of the Issuing Entity, designated as its 5.15% Class A-3 Asset Backed Notes (herein called the “A-3 Notes”
or the “Notes”), all issued under an Indenture dated as of November 1, 2022 (such Indenture, as supplemented or
amended, is herein called the “Indenture”) between the Issuing Entity and Citibank, N.A., not in its individual capacity
but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations
thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture.
All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture shall have the meanings assigned
to them in or pursuant to the Indenture.


 


The Notes, the A-1 Notes,
the A-2 Notes, and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.


 


The Issuing Entity shall pay
interest on overdue installments of interest at the A-3 Note Rate to the extent lawful.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may
be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee
in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary,
agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder
of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture
Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such partner, owner or beneficiary.


 


It is the intent of the Seller,
the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole
or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner,
a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes
as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation,
the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of
that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety
as indebtedness for U.S. federal income tax purposes.


 


Each Noteholder or holder
of an interest in a Class A-3 Note, by acceptance of such Class A-3 Note or such interest therein, agrees to provide to the
Indenture Trustee, any Paying Agent or


 






    A-3 (Page 5)


    


    

 


the Issuing Entity, as applicable, the Noteholder
Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition,
each Noteholder or holder of an interest in a Class A-3 Note, by acceptance of such Class A-3 Note or such interest therein,
agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding
gross-up) payable to a Noteholder or holder of an interest in a Class A-3 Note that fails to comply with the requirements of the
preceding sentence.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the
benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any
institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture
or the Basic Documents.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a
plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of
the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA)
that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the
Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975
of the Code or any substantially similar applicable law.


 


This Note and the Indenture
shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.


 


No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute
and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein
prescribed.


 


Anything herein to the contrary
notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of
a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees,
successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture,
it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole
purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance
hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the


 






    A-3 (Page 6)


    


    

 


Holder and Note Owner shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.


 






    A-3 (Page 7)


    


    

 


ASSIGNMENT


 


Social Security or taxpayer I.D. or other identifying
number of assignee


 


FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto


 


(name and address of assignee)


 


the within Note and all rights thereunder, and
hereby irrevocably constitutes and appoints _______________________________, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


 


	Dated:	 	 	*
	 	 	 	 Signature Guaranteed:
	 	 	 
	 	 	Signatures must be guaranteed by an “eligible guarantor institution”
    meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature
    guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance
    with the Securities Exchange Act of 1934, as amended.


 





 



 


		*	NOTE:
The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in
every particular without alteration, enlargement or any change whatsoever.



 






    A-3 (Page 8)


    


    

 


EXHIBIT A-4

to Indenture


 


FORM OF
A-4 NOTES


 


	REGISTERED	$41,070,000(1)
	No. R-1	     CUSIP NO. 12664JAD2




 


Unless this Note is presented
by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity
or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


THE PRINCIPAL OF THIS NOTE
IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


CNH EQUIPMENT TRUST 2022-C


5.25% CLASS A-4 ASSET BACKED NOTES


 


CNH Equipment Trust 2022-C,
a statutory trust organized and existing under the laws of the State of Delaware (including any successor, the “Issuing Entity”),
for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of FORTY-ONE MILLION SEVENTY
THOUSAND DOLLARS ($41,070,000) partially payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from
the Note Distribution Account in respect of principal on the A-4 Notes pursuant to Section 3.1 of the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the November 15,
2029 Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture. Except as provided in
Sections 5.4 and 8.2(e) of the Indenture, no payments of principal of the Notes will be made until the principal of
the A-2 Notes and the A-3 Notes has been paid in full, and in any case, no payments of principal of the Notes will be made until the principal
of the A-1 Notes has been paid in full. The Issuing Entity will pay interest on this Note at the A-4 Note Rate, on each Payment Date until
the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment
Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on
which interest has been paid to but excluding the then current Payment Date or, if no interest has yet been paid, from the date hereof.
Interest will be computed on the basis of a 360-day year consisting of twelve


 





 



(1)        Denominations
of $1,000 and in greater whole-dollar denominations in excess thereof.


 






    A-4 (Page 1)


    


    

 


30-day months. Such principal of and interest
on this Note shall be paid in the manner specified in the Indenture.


 


The principal of and interest
on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due
and payable on this Note as provided above and then to the unpaid principal of this Note.


 


Reference is made to the further
provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the certificate of
authentication hereon has been executed by the Indenture Trustee by manual signature, this Note shall not be entitled to any benefit under
the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.


 






    A-4 (Page 2)


    


    

 


IN WITNESS WHEREOF, the Issuing
Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.


 


Dated: ______________, 2022


 


	 	CNH EQUIPMENT TRUST 2022-C


 


	 	By:	Wilmington Trust Company,

 not in its individual capacity but

 solely as Trustee under the

 Trust Agreement


 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






    A-4 (Page 3)


    


    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated
above and referred to in the within-mentioned Indenture.


 


Dated: ______________, 2022


 


	 	CITIBANK,
N.A.,
	 	not in its individual capacity but solely

 as Indenture
Trustee


 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






    A-4 (Page 4)


    


    

 


[REVERSE OF NOTE]


 


This Note is one of a duly
authorized issue of the Issuing Entity, designated as its 5.25% Class A-4 Asset Backed Notes (herein called the “A-4 Notes”
or the “Notes”), all issued under an Indenture dated as of November 1, 2022 (such Indenture, as supplemented or
amended, is herein called the “Indenture”) between the Issuing Entity and Citibank, N.A., not in its individual capacity
but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations
thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture.
All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture shall have the meanings assigned
to them in or pursuant to the Indenture.


 


The Notes, the A-1 Notes,
the A-2 Notes, and the A-3 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.


 


The Issuing Entity shall pay
interest on overdue installments of interest at the A-4 Note Rate to the extent lawful.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may
be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee
in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary,
agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder
of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture
Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such partner, owner or beneficiary.


 


It is the intent of the Seller,
the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole
or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner,
a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes
as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation,
the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of
that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety
as indebtedness for U.S. federal income tax purposes.


 


Each Noteholder or holder
of an interest in a Class A-4 Note, by acceptance of such Class A-4 Note or such interest therein, agrees to provide to the
Indenture Trustee, any Paying Agent or


 






    A-4 (Page 5)


    


    

 


the Issuing Entity, as applicable, the Noteholder
Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition,
each Noteholder or holder of an interest in a Class A-4 Note, by acceptance of such Class A-4 Note or such interest therein,
agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding
gross-up) payable to a Noteholder or holder of an interest in a Class A-4 Note that fails to comply with the requirements of the
preceding sentence.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the
benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any
institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture
or the Basic Documents.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a
plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of
the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA)
that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the
Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975
of the Code or any substantially similar applicable law.


 


This Note and the Indenture
shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.


 


No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute
and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein
prescribed.


 


Anything herein to the contrary
notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of
a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees,
successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture,
it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole
purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance
hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the


 






    A-4 (Page 6)


    


    

 


Holder and Note Owner shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.


 






    A-4 (Page 7)


    


    

 


ASSIGNMENT


 


Social Security or taxpayer I.D. or other identifying
number of assignee


 


FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto


 


(name and address of assignee)


 


the within Note and all rights thereunder, and
hereby irrevocably constitutes and appoints _______________________________, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


 


	Dated:	 	 	*
	 	 	 	Signature Guaranteed:
	 	 	 
	 	 	Signatures must be guaranteed by an “eligible guarantor institution”
    meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature
    guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance
    with the Securities Exchange Act of 1934, as amended.



 





 



 


		*	NOTE:
The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in
every particular without alteration, enlargement or any change whatsoever.



 






    A-4 (Page 8)


    


    

 


EXHIBIT A-5

to Indenture


 


FORM OF
CLASS B NOTES


 


	REGISTERED	$16,210,000(1)
	No. R-1	     CUSIP NO. 12664JAE0



 


[THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS NOTE
WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE REFERRED TO HEREIN.] (2)


 


Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent
for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


THE PRINCIPAL OF THIS NOTE
IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


CNH EQUIPMENT TRUST 2022-C


0.00% CLASS B ASSET BACKED NOTES


 


CNH Equipment Trust 2022-C,
a statutory trust organized and existing under the laws of the State of Delaware (including any successor, the “Issuing Entity”),
for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of SIXTEEN MILLION TWO HUNDRED
TEN THOUSAND DOLLARS ($16,210,000) partially payable on each Payment Date in an amount equal to the aggregate amount, if any, payable
from the Note Distribution Account in respect of principal on the Class B Notes pursuant to Section 3.1 of the Indenture;
provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the May 15,
2030 Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture. No payments of principal
of the Notes will be made on any Payment Date until the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes have been paid in full.
The Issuing Entity will pay interest on this Note at the rate per annum shown above, on each Payment Date until the principal of this
Note is paid or made available for payment,


 





 



 


		(1) 	Denominations of $1,000 and in
greater whole-dollar denominations in excess thereof.



 


		(2) 	To be removed if this Note is offered pursuant to an effective
registration statement.



 






     B (Page 1)


    


    

 


on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain
limitations contained in Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment Date from the most
recent Payment Date on which interest has been paid to but excluding the then current Payment Date or, if no interest has yet been paid,
from the date hereof. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and
interest on this Note shall be paid in the manner specified in the Indenture.


 


The principal of and interest
on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due
and payable on this Note as provided above and then to the unpaid principal of this Note.


 


Reference is made to the further
provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the certificate of
authentication hereon has been executed by the Indenture Trustee by manual signature, this Note shall not be entitled to any benefit under
the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.


 






     B (Page 2)


    


    

 


IN WITNESS WHEREOF, the Issuing
Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.


 


Dated: ______________, 2022


 


	 	CNH EQUIPMENT TRUST 2022-C


 


	 	By:	Wilmington Trust Company,

 not in its individual capacity but

 solely as Trustee under the

 Trust Agreement


 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






     B (Page 3)


    


    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated
above and referred to in the within-mentioned Indenture.


 


Dated: ______________, 2022


 


	 	CITIBANK, N.A.,
	 	not in its individual capacity but solely

 as Indenture Trustee


 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






     B (Page 4)


    


    

 


[REVERSE OF NOTE]


 


This Note is one of a duly
authorized issue of Notes of the Issuing Entity, designated as its 0.00% Class B Asset Backed Notes (herein called the “Class B
Notes” or the “Notes”), all issued under an Indenture dated as of November 1, 2022 (such Indenture,
as supplemented or amended, is herein called the “Indenture”) between the Issuing Entity and Citibank, N.A., not in
its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture
Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Notes are
subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture
shall have the meanings assigned to them in or pursuant to the Indenture.


 


The Class B Notes are
and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture, but the interest
of the Class B Noteholders in such collateral is subordinated and second to the rights of the Class A Noteholders.


 


The Issuing Entity shall pay
interest on overdue installments of interest at the Class B Note Rate to the extent lawful.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may
be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee
in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary,
agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder
of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture
Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such partner, owner or beneficiary.


 


It is the intent of the Seller,
the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole
or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner,
a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes
as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation,
the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of
that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety
as indebtedness for U.S. federal income tax purposes.


 






     B (Page 5)


    


    

 


Each Noteholder or holder
of an interest in a Class B Note, by acceptance of such Class B Note or such interest therein, agrees to provide to the Indenture
Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA
Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in a Class B
Note, by acceptance of such Class B Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any
amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest
in a Class B Note that fails to comply with the requirements of the preceding sentence.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the
benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any
institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture
or the Basic Documents.


 


No transfer of this Note shall
be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities
laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance
upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, there shall
be delivered to the Issuing Entity and to the Indenture Trustee a letter in substantially the form of Exhibit C (the “Rule 144A
Letter”) to the Indenture. Notwithstanding the preceding sentence or anything else herein, any transfer of the Class B
Notes to the Depositor, the Originator or any of their Affiliates on the Closing Date, and any transfer from any of such entities to its
Affiliate, and any transfer from any such entity to an initial purchaser(s) pursuant to an exemption from the registration requirements,
will not require the delivery of a Rule 144A Letter and may be made regardless of whether such entity is a “qualified institutional
buyer” as defined in the Securities Act. Each Holder of a Class B Note desiring to effect such transfer shall indemnify the
Indenture Trustee, the Issuing Entity, the Seller and the Servicer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.


 


Each Noteholder or Note Owner,
by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a
plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of
the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA)
that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the
Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975
of the Code or any substantially similar applicable law.


 






     B (Page 6)


    


    

 


This Note and the Indenture
shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.


 


No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute
and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein
prescribed.


 


Anything herein to the contrary
notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of
a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees,
successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture,
it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole
purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance
hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse
to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Note.


 






     B (Page 7)


    


    

 


ASSIGNMENT


 


Social Security or taxpayer I.D. or other identifying
number of assignee


 


FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto


 


(name and address of assignee)


 


the within Note and all rights thereunder, and
hereby irrevocably constitutes and appoints _______________________________, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


 


	Dated:	 	 	*
	 	 	 	Signature Guaranteed:
	 	 	 
	 	 	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.



 





 



 


		*	NOTE:
The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in
every particular without alteration, enlargement or any change whatsoever.



 






     B (Page 8)


    


    

 


EXHIBIT B

to Indenture


 


FORM OF
SECTION 3.9 OFFICER’S CERTIFICATE


 


Citibank, N.A.

________________________

________________________


 


Pursuant to Section 3.9
of the Indenture, dated as of November 1, 2022 (the “Indenture”) between CNH Equipment Trust 2022-C (the “Issuing
Entity”) and Citibank, N.A., as Indenture Trustee, the undersigned hereby certifies that:


 


(a)           a
review of the activities of the Issuing Entity during the previous fiscal year and of performance under the Indenture has been made under
the supervision of the undersigned; and


 


(b)           to
the best knowledge of the undersigned, based on such review, the Issuing Entity has complied with all conditions and covenants under
the Indenture throughout such year. [or, if there has been a default in the compliance of any such condition or covenant, this certificate
is to specify each such default known to the undersigned and the nature and status thereof]


 


	 	CNH EQUIPMENT TRUST 2022-C



 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 






     Exhibit B (Page 1)


    


    

 


EXHIBIT C

to Indenture


 


FORM OF RULE 144A LETTER


 


_______________, 20[ ]


 


CNH Equipment Trust 2022-C


c/o Wilmington Trust Company

1100 North Market Street


Wilmington, Delaware 19890


 


Citibank N.A., as Indenture Trustee


388 Greenwich Street, 14th Floor


New York, New York 10013


 


		Re:	CNH EQUIPMENT TRUST 2022-C



 


Ladies and Gentlemen:


 


In connection with our acquisition
of the Class B Notes (the “Notes”), we certify that (a) we understand that the Notes are not being registered
under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being transferred to
us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have such knowledge and
experience in financial and business matters such that we are capable of evaluating the merits and risks of investments in the Notes,
(c) we have had the opportunity to ask questions of and receive answers from CNH Equipment Trust 2022-C (the “Issuing Entity”)
concerning the purchase of the Notes and all matters relating thereto or any additional information deemed necessary to our decision to
purchase the Notes, (d) either (i) it is not an “employee benefit plan” within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan”
as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity deemed to
hold “plan assets” of any of the foregoing or a “governmental plan” as defined in Section 3(32) of ERISA
that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (ii) the acquisition and holding of
the Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975
of the Code or any substantially similar applicable law, (e) we have not, nor has anyone acting on our behalf offered, transferred,
pledged, sold or otherwise disposed of the Notes, any interest in the Notes or any other similar security to, or solicited any offer to
buy or accept a transfer, pledge or other disposition of the Notes, any interest in the Notes or any other similar security from, or otherwise
approached or negotiated with respect to the Notes, any interest in the Notes or any other similar security with, any person in any manner,
or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute
a distribution of the Notes under the Act or that would render the disposition of the Notes a violation of Section 5 of the Act or
require registration


 






     Exhibit C (Page 1)


    


    

 


pursuant thereto, nor will act, nor has authorized
or will authorize any person to act, in such manner with respect to the Notes, (f) we are a “qualified institutional buyer”
as that term is defined in Rule 144A under the Act (“Rule 144A”) and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2, (g) we are aware that the sale to us is being made in reliance
on Rule 144A, and (h) we are acquiring the Notes for our own account or for resale pursuant to Rule 144A and further, understand
that such Notes may be resold, pledged or transferred only (A) to a person reasonably believed to be a qualified institutional buyer
that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge
or transfer is being made in reliance on Rule 144A, or (B) pursuant to another exemption from registration under the Act.


 


	 	Very truly yours,
	 	 
	 	 
	 	Print Name of Transferee
	 	 	 
	 	By:	            
	 	Authorized Officer




 






     Exhibit C (Page 2)


    


    

 


ANNEX 1 TO EXHIBIT C


 


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC
RULE 144A


 


[For Transferees Other Than Registered Investment
Companies]


 


The undersigned (the “Buyer”)
hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with
respect to the Notes described therein:


 


1.            As
indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer.


 


2.            In
connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A
under the Securities Act of 1933, as amended (“Rule 144A”) because (i) the Buyer owned and/or invested on
a discretionary basis $___________1 in securities (except for
the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance
with Rule 144A and (ii) the Buyer satisfies the criteria in the category marked below.


 


___ Corporation, etc. The
Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended.


 


___ Bank. The Buyer (a) is a national
bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially
confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements,
a copy of which is attached hereto.


 


___ Savings and Loan. The Buyer (a) is
a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is
supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan
association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached hereto.


 


___ Broker-dealer. The Buyer is a dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934.


 





 



 


		1	Buyer must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least
$10,000,000 in securities.



 






     Exhibit C (Page 3)


    


    

 


___ Insurance Company. The Buyer is
an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten
by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, territory
or the District of Columbia.


 


___ State or Local Plan. The Buyer is
a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.


 


___ ERISA Plan. The Buyer is an employee
benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.


 


___ Investment Advisor. The Buyer is
an investment advisor registered under the Investment Advisors Act of 1940.


 


___ Small Business Investment Company.
Buyer is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of
the Small Business Investment Act of 1958.


 


___ Business Development Company. Buyer
is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.


 


3.            The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities
that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed
by the U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit, (v) loan participations, (vi) repurchase
agreements, (vii) securities owned but subject to a repurchase agreement and (viii) currency, interest rate and commodity swaps.


 


4.            For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used
the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph, except (i) where
the Buyer reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information
with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities
may be valued at market. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of
the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer's direction. However, such securities
were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.


 






     Exhibit C (Page 4)


    


    

 


5.            The
Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Notes
are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.


 


6.            Until
the date of purchase of the Rule 144A Securities, the Buyer will notify each of the parties to which this certification is made of
any changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase of the Notes will constitute a
reaffirmation of this certification as of the date of such purchase. In addition, if the Buyer is a bank or savings and loan as provided
above, the Buyer agrees that it will furnish to such parties updated annual financial statements promptly after they become available.


 


	 	 
	 	Print Name of Buyer
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Date:	 




 






     Exhibit C (Page 5)


    


    

 


ANNEX 2 TO EXHIBIT C


 


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC
RULE 144A


 


[For Transferees That are Registered Investment
Companies]


 


The undersigned (the “Buyer”)
hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with
respect to the Notes described therein:


 


1.            As
indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
 “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”)
because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the adviser.


 


2.            In
connection with purchases by Buyer, the Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A because
(i) the Buyer is an investment company registered under the Investment Company Act of 1940, as amended and (ii) as marked below,
the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For purposes of determining the amount of securities owned by
the Buyer or the Buyer's Family of Investment Companies, the cost of such securities was used, except (i) where the Buyer or the
Buyer's Family of Investment Companies reports its securities holdings in its financial statements on the basis of their market value,
and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.


 


___ The Buyer owned $[_____________]
in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A).


 


___ The Buyer is part of a Family of
Investment Companies which owned in the aggregate $[_____________] in securities (other than the excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A).


 


3.            The
term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof)
that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the
same parent or because one investment adviser is a majority owned subsidiary of the other).


 






     Exhibit C (Page 6)


    


    

 


4.            The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are
part of the Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.


 


5.            The
Buyer is familiar with Rule 144A and understands that the parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's own account.


 


6.            Until
the date of purchase of the Notes, the undersigned will notify the parties listed in the Rule 144A Transferee Certificate to which
this certification relates of any changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase
of the Notes will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.


 


 


	 	Print Name of Buyer or Adviser
	 	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 
	 	 	 
	 	IF AN ADVISER:
	 	 	 
	 	 
	 	Print Name of Buyer
	 	 	 
	 	Date:	 




 






     Exhibit C (Page 7)


    


    

 


Schedule P


 


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


 


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


 


3.            Creation.
Immediately prior to the grant to the Indenture Trustee pursuant to the Indenture, the Issuing Entity owns and has good and marketable
title to, or has a valid security interest in, the Receivables free and clear of any Lien, claim or encumbrance of any Person.


 


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


 


5.            Priority.
Other than the security interest granted to the Indenture Trustee pursuant to the Indenture, the Issuing Entity has not pledged, assigned,
sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuing Entity has not authorized the filing of
and is not aware of any financing statements against the Issuing Entity that include a description of collateral covering the Collateral
other than any financing statement (i) relating to the security interest granted to the Indenture Trustee under the Indenture, (ii) that
has been terminated or relating to a security interest which has been released, or (iii) that has been granted pursuant to the


 






     Schedule P (Page 1)


    


    

 


terms of the Basic Documents. None of the chattel
paper that constitutes or evidences the Collateral has any marks or notations indicating that they have pledged, assigned or otherwise
conveyed to any Person other than the Indenture Trustee. The Issuing Entity is not aware of any judgment, ERISA or tax lien filings against
it.


 


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


 


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


 


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


 






     Schedule P (Page 2)