Common use of Conditions of the Obligations of the Underwriters Clause in Contracts

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights gener

Conditions of the Obligations of the Underwriters. (a) The obligations of the Underwriters each Underwriter to purchase and pay for the Notes will Ordinary Shares on the Closing Date or the Option Shares on an Additional Closing Date shall be subject to the accuracy of the representations and warranties on the part of CNHICA the Company and the Seller hereinSelling Shareholder herein as of such Applicable Time and on the Closing Date or the Additional Closing Date, as the case may be, to the accuracy of the statements of Company’s officers of CNHICA and the Seller Selling Shareholder’ officers made pursuant to the provisions hereof, to the performance by CNHICA the Company and the Seller Selling Shareholder of their respective obligations hereunder and to the following additional conditions precedent: (ai) If At the Applicable Time and at the Closing Date or the Additional Closing Date, as the case may be, the Company shall have requested and caused KPMG Ireland to furnish to the Representatives letters, dated respectively as of the Applicable Time and as of the Closing Date or the Additional Closing Date, as the case may be, in form and substance satisfactory to the Representatives and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and containing statements and information of the type customarily included in accountants’ “comfort letters” to purchasers with respect to the financial statements and certain financial information contained in the Registration Statement has Statement, the General Disclosure Package and the Prospectus; provided that such letter shall use a “cut-off” date not become effective earlier than three business days prior to the date hereofof the letter. (ii) At the Applicable Time and at the Closing Date or the Additional Closing Date, unless as the Underwriters agree in writing to a later timecase may be, the Company shall have requested and caused PricewaterhouseCoopers to furnish to the Representatives letters, dated respectively as of the Applicable Time and as of the Closing Date or the Additional Closing Date, as the case may be, in form and substance satisfactory to the Representatives and containing statements and information of the type customarily included in accountants’ “comfort letters” to purchasers with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus. (A) The Registration Statement and all post-effective amendments thereto shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, and the Prospectus and any supplements thereto each Issuer Free Writing Prospectus required to be filed shall have been filed with the Commission in the manner and within the applicable time period as required under Rule 424 under the Act by Rules 424(b) (without reference to reliance on Rule 424(b)(8)), 430A, 430B, 430C or 433 under the Act, as applicable, within the time periods prescribed by, and in compliance with, the Act, and any request of the Commission for additional information (to be included in the Registration Statement, the Prospectus or otherwise) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior shall have been disclosed to the Closing Date, no Representatives and complied with to their reasonable satisfaction. (B) No stop order suspending the effectiveness of, or preventing or suspending the use of, the Registration Statement, as amended from time to time, or the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the Registration Statement foregoing shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Act shall have been instituted taken or, to the knowledge of the Seller or youCompany, shall be contemplated or threatened by the Commission and no injunction, restraining order or order of any nature by any authority administering any Federal or state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement court of competent jurisdiction shall have been complied with to your satisfactionissued as of the Closing Date or the Additional Closing Date, as the case may be, which would prevent the issuance of the Securities. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (div) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any (i) any change, or any development involving a prospective change, in or affecting particularly the condition (financial or otherwise), earnings, business or properties of the TrustCompany and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the SellerGeneral Disclosure Package and the Prospectus (in each case, New Hollandexclusive of any amendment or supplement thereto), CNHICA, CNH Industrial America LLC or CNH Industrial N.V. whichthe effect of which is, in the sole judgment of the UnderwritersRepresentatives, materially impairs the investment quality of the Notes or makes so material and adverse as to make it impractical or inadvisable to market proceed with the Notes; public offering, sale or delivery of the Securities, (ii) decrease in the rating of any of any of the Company’s securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, (iii) change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the sole judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Securities, whether in the primary market or in respect of dealings in the secondary market, (iv) suspension or material limitation of trading in securities generally on the New York Stock Exchange, NYSE or any setting establishment of minimum prices for trading on such exchange; , (iiiv) any suspension of trading of any securities of CNH Industrial America LLC issued or CNH Industrial N.V. guaranteed by the Company on any exchange or in the any over-the-counter market whichmarket, in the judgment (vi) declaration of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any a general banking moratorium declared on commercial banking activities by Federal the Netherlands, Ireland or U.S. federal or New York State authorities; , or (vvii) any outbreak or escalation of major hostilities in which hostilities, declaration by the Netherlands, Ireland or the United States is involved, any declaration of a national emergency or war by Congress, or any other substantial national or international calamity or emergency or any material change in crisis the effect of which on financial markets ifis such as to make it, in the sole judgment of the UnderwritersRepresentatives, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion the offering or delivery of the sale Securities as contemplated by this Agreement. (v) The Representatives shall have received an opinion, dated as of the Closing Date or the Additional Closing Date, as the case may be, and payment addressed to the Representatives, of NautaDutilh N.V., Dutch counsel for the Notes; or Company, substantially in the form heretofore agreed upon among the Company and the Representatives. (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You The Representatives shall have received an opinion and letter, dated as of the Closing Date or opinions (orthe Additional Closing Date, as the case may be, and addressed to the Representatives, of ▇▇▇▇▇▇▇, Swaine & ▇▇▇▇▇ LLP, U.S. counsel for the Company, substantially in the case form heretofore agreed upon among the Company and the Underwriters. (vii) The Representatives shall have received an opinion, dated as of the penultimate paragraph Closing Date or the Additional Closing Date, as the case may be, and addressed to the Representatives, of this clause (e)▇▇▇▇, a negative assurance letter) of ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, U.S. counsel to CNHICA for the Selling Shareholder, substantially in the form heretofore agreed upon among the Selling Shareholder and the SellerRepresentatives. (viii) The Representatives shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, U.S. counsel for the Underwriters, such opinion or letter, dated as of the Closing Date or the Additional Closing Date, as the case may be, and addressed to youthe Representatives, as Representatives with respect to the sale of the several UnderwritersSecurities, the Trustee Registration Statement, the General Disclosure Package, the Prospectus and other related matters as the Representatives may require, and the Indenture TrusteeCompany and the Selling Shareholder shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (ix) The Company shall have furnished to the Representatives a certificate of the Company, signed by (x) the Chairman of the Board or the Chief Executive Officer of the Company and (y) the principal financial or accounting officer of the Company, dated the Closing Date or the Additional Closing Date, as the case may be, to the effect that the signers of such certificate have carefully examined the Registration Statement, the General Disclosure Package, the Prospectus and this Agreement and that: (A) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be, with the same effect as if made on the Closing Date or the Additional Closing Date, as the case may be, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be; and (B) since the date of the most recent financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no material adverse change or development that could reasonably be expected to, singly or in the aggregate, result in a material adverse change in the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus (in each case, exclusive of any amendment or supplement thereto). (x) The Company shall have complied with any request by the Representatives with respect to the furnishing of copies of the Prospectus in compliance with the provision of Section 5(a)(viii) hereof. (xi) The Representatives shall have received a certificate, dated as of the Closing Date or the Additional Closing Date, as the case may be, of the Chief Executive Officer or any Executive Vice President of the Selling Shareholder in which such individual shall state, in the signer’s capacity as an officer and on behalf of such Selling Shareholder that, to the best of the signer’s knowledge: (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be, with the same effect as if made on the Closing Date or the Additional Closing Date, as the case may be; and (ii) such Selling Shareholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be. (xii) The Representatives shall have received as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the Company certifying the Company’s articles of association and corporate approvals and satisfactory evidence of the good standing of the Company’s subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (xiii) The Securities to be delivered on the Closing Date or the Additional Closing Date, as the case may be, shall be listed on the NYSE. (xiv) On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company and the Selling Shareholder shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. (xv) The Selling Shareholder and the Company each, severally and not jointly, agree to furnish the Underwriters with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. The Representatives may in its sole discretion waive compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the Closing Date or the Additional Closing Date, as the case may be, or otherwise. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to you the Representatives and your counselcounsel for the Underwriters, to the effect that: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICAUnderwriters hereunder may be canceled at, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreementany time prior to, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA or the Additional Closing Date, as the case may be, by the Underwriters. Notice of such cancellation shall be given to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables Company and the proceeds of each of the foregoing under the Uniform Commercial Code as Selling Shareholder in effect on the date hereof writing (including via electronic mail) or by telephone or facsimile confirmed in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trustwriting. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights gener

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters to purchase and pay for the Notes Securities will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller Province herein, to the accuracy of the statements of officers the representatives of CNHICA and the Seller Province made pursuant to the provisions hereof, to the performance by CNHICA and the Seller Province of their respective its obligations hereunder and with regard to the Securities and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller Province or youthe Representatives, shall be contemplated by the Commission or by any authority administering any state securities or blue sky lawSEC; and any requests for additional information from the Commission with respect each Issuer Free Writing Prospectus, to the Registration Statement extent required by Rule 433 under the Securities Act, shall have been complied filed with to your satisfaction. (c) On or prior to the date hereof, you SEC under the Securities Act; and the Final Prospectus shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection been filed with the Receivables in form and substance satisfactory SEC pursuant to you and your counsel. On Rule 424 not later than 5:00 p.m. New York City time, on the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of second business day following the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counselthis Agreement. (db) Subsequent to the execution and delivery of this AgreementAgreement and prior to the Closing Date, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material adverse change in the financial markets iffinancial, economic or political condition of the Province from that set forth in the judgment Registration Statement, the Time of Sale Information and the Final Prospectus; and the Underwriters shall have received, on the Closing Date, a certificate dated the Closing Date and signed by the Minister of Finance of the UnderwritersProvince, the effect Deputy Minister of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion Finance of the sale Province or another officer of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services Ministry of Finance satisfactory to the Representatives to the effect set forth in the United Statesfirst clause of this Section 9(b). (ec) You The Underwriters shall have received an opinion or opinions (or, in the case of the penultimate paragraph Attorney General of this clause (e)the Province, the Deputy Attorney General of the Province, Assistant Deputy Attorney General, Legal Services Branch, Ministry of Attorney General of the Province, a negative assurance letter) Senior Legal Counsel, Legal Services Branch, Ministry of Attorney General of the Province or another officer of the Ministry of Attorney General of the Province satisfactory to the Representatives, as Canadian counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture TrusteeProvince, dated the Closing Date and satisfactory in form and substance to you and your counselDate, to the effect thatthat under the laws of British Columbia and Canada and subject to such qualifications and based on such assumptions as are customary in British Columbia in respect of an opinion of this type: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with The Province has full power and authority to own its properties execute and conduct its business as described in the Prospectus and to enter into and perform its obligations under deliver this Agreement and to issue and sell the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture TrusteeSecurities. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust This Agreement and the Sale and Servicing Fiscal Agency Agreement have been duly authorized, executed and delivered by the Seller, Province and are legal, each is a valid and legally binding agreement of the Province, except as rights to indemnity and contribution hereunder may be limited under applicable law. (iii) The Securities, when duly executed, authenticated and delivered to and paid for by the Underwriters in accordance with the provisions of this Agreement and the Fiscal Agency Agreement, will constitute valid, legally binding, direct and unconditional general obligations of the Seller enforceable against the Seller Province in accordance with their termsrespective terms and will rank equally and ratably with all other unsecured and unsubordinated indebtedness of the Province outstanding on the date of issue of the Securities. (iv) All authorizations, subject approvals, consents, orders and waivers required under British Columbian and Canadian law to permit the effect execution and delivery of any applicable bankruptcythis Agreement and the Fiscal Agency Agreement, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally the issuance of the Securities and to the effect performance by the Province of general principles of equity, including concepts of materiality, reasonableness, good faith its obligations hereunder and fair dealing (regardless of whether considered thereunder have been obtained and are in a proceeding in equity or at law)full force and effect. (v) This Agreement has been duly authorizedProceedings may be brought against the Province in the Supreme Court of British Columbia and no applicable law requires the consent of any public official or authority for proceedings to be brought or judgment to be obtained against the Province arising out of or relating to obligations under the Securities, executed nor is any immunity from jurisdiction available to the Province in any proceedings in the Supreme Court of British Columbia brought in accordance with the Crown Proceeding Act (British Columbia) and delivered by each within applicable limitation periods, whether or not a party to the proceedings or the holder of the Seller and CNHICAa Security is resident within British Columbia or is a citizen of Canada. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Time of Sale Information and Final Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings caption “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “AmendmentsBonds”, insofar as such statements constitute a summary of the Notesdocuments referred to therein, are accurate in all material respects, subject to the qualifications therein stated. (vii) The statements in the Time of Sale Information and Final Prospectus under the caption “Tax Matters—Canadian Taxation” (which references the statements under “Description of Debt Securities and Warrants—Canadian Taxation”), to the extent that they constitute summaries of legal matters referred to therein, fairly summarize in all material respects the legal matters referred to therein. d) The Underwriters shall have received an opinion of O▇▇▇▇, H▇▇▇▇▇ & Harcourt LLP, Canadian counsel to the Underwriters, given in respect of the laws of British Columbia and Canada, dated the Closing Date, as to the matters specified in subdivisions (i) through (vii) of paragraph (c) of this Section 9, subject to such qualifications and based on such assumptions as are customary in British Columbia in respect of an opinion of this type. In rendering such opinion, O▇▇▇▇, H▇▇▇▇▇ & Harcourt LLP may rely upon a certificate (which may be unaudited) of the Minister of Finance of the Province, the CertificatesDeputy Minister of Finance of the Province or another officer of the Ministry of Finance of the Province satisfactory to the Representatives as to factual matters. The opinion shall state in effect that on the basis of an independent examination of such records, certificates and other documents and such questions of law as O▇▇▇▇, H▇▇▇▇▇ & Harcourt LLP have deemed necessary or appropriate, the Indentureopinion of the Attorney General, the Administration AgreementDeputy Attorney General, the Sale Assistant Deputy Attorney General, Legal Services Branch, Ministry of Attorney General of the Province, a Senior Legal Counsel, Legal Services Branch, Ministry of Attorney General of the Province or another officer of the Ministry of Attorney General of the Province satisfactory to the Representatives, as the case may be, Canadian counsel to the Province, is in form and Servicing Agreement substance satisfactory to them and they believe that the Representatives are justified in relying thereon. e) The Underwriters shall have received the opinion of S▇▇▇▇▇▇▇ & Sterling LLP, United States counsel for the Province, dated the Closing Date, subject to such qualifications and based upon such assumptions as are customary in the United States in respect of such opinion, to the effect that: (i) The Securities are exempted securities under the Trust AgreementIndenture Act of 1939, as amended (the “Trust Indenture Act”), and no qualification of an indenture in respect of the Securities under the Trust Indenture Act is required for the issuance, sale and delivery of the Securities. (ii) The statements in the Time of Sale Information and Final Prospectus under “Description of Bonds” and “Description of Debt Securities and Warrants”, insofar as such statements constitute a summary of documents referred to therein, fairly present summarize in all material respects the documents referred to therein. (iii) The statements in the Time of Sale Information, and Final Prospectus under “Description of Debt Securities and Warrants — United States Federal Income Taxation”, as supplemented by “Tax Matters — United States Taxation”, to the extent that they constitute summaries of legal matters referred to therein, fairly summarize in all material respects the legal matters referred to therein. (xviiiiv) No consentBased upon such counsel’s participation in conferences with representatives of the Province, approval, authorization or order of, or filing with, any governmental agency or body or any court is required counsel for the consummation Province and their examination of specified documents, no facts have come to such counsel’s attention which caused such counsel to believe that (A) the Registration Statement (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of the transactions contemplated by date of this Agreement Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) the Time of Sale Information (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of the Time of Sale, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (C) the Final Prospectus (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of its date or the Basic DocumentsClosing Date, except such as are required and have been obtained and made under contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the Actstatements therein, in the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing light of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required circumstances under state securities laws (it being understood that this opinion will be given only with respect to such consentswhich they were made, approvalsnot misleading, authorizations, orders and filings thatand, in such counsel’s experienceopinion, are customarily applicable the Registration Statement and the Final Prospectus (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment) appear on their face to be appropriately responsive in transactions all material respects to the requirements of the type contemplated Securities Act and the applicable rules and regulations of the SEC thereunder. f) The Underwriters shall have received an opinion of Linklaters LLP, United Kingdom counsel for the Province, dated the Closing Date, subject to such qualifications and based upon such assumptions as are customary in the United Kingdom in respect of such opinion, to the effect that the statements in the Time of Sale Information, and Final Prospectus under “Description of Debt Securities and Warrants — United Kingdom Taxation” as supplemented by “Tax Matters — United Kingdom Taxation”, to the extent that they constitute summaries of legal matters referred to therein, fairly summarize in all material respects the legal matters referred to therein. g) The Underwriters shall have received an opinion of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, United States counsel for the Underwriters, dated the Closing Date, as to the matters specified in subdivisions (i), and (iv) (but only as of the date of this Agreement as to clause (A)) of paragraph (e) of this Section 9, subject to such qualifications and based upon such assumptions as are customary in the Basic Documents)United States in respect of such opinions. In considering such opinion, D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP may rely on the opinion of counsel named in paragraph (d) of this Section 9 as to matters of British Columbian and Canadian law and procedure. (xixh) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as Underwriters shall have received a result certificate of the offer and sale Minister of Finance of the Notes as contemplated in Province, the Prospectus and this Agreement or as a result Deputy Minister of Finance of the issuance Province or another officer of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning Ministry of Finance of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect Province satisfactory to the Trust. (xxii) The Registration Statement is effective under Representatives, dated the ActClosing Date, any required filings of in which such Minister, Deputy Minister or other officer, as the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), andcase may be, to the best of his or her knowledge after reasonable investigation, shall state that the representations and warranties of such counselthe Province in this Agreement are true and correct, that the Province has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending contemplated by the SEC. i) The purchase and sale of the Securities in accordance with the provisions hereof shall not be prohibited by any statute, order, rule or regulation promulgated by any legislative, executive or regulatory body or authority of Canada, the United States of America, the Province or the State of New York. j) The Province shall have furnished to the Underwriters and to counsel for the Underwriters such further certificates and documents as the Representatives and such counsel reasonably request. k) Subsequent to the execution of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any placing on credit watch with negative implications, in the ratings accorded the debt securities of the Province by any nationally recognized statistical rating agency in the United States. All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory to the Representatives. The Province will furnish the Underwriters with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. If any of the above conditions shall not have been fulfilled as reasonably contemplated under herein, this Agreement and all obligations of the Act; and the Registration Statement and the ProspectusUnderwriters hereunder may be terminated with respect to Securities at, and each amendment or supplement theretoat any time prior to, as of the Closing Date (in by the case Representatives on behalf of the Registration Statement) and as Underwriters, without any liability on the part of their respective issue dates (in any Underwriter to the case Province or of the Prospectus Province to any Underwriter, except as provided in Section 6, Section 10 and each supplement thereto), complied Section 13 hereof. Notice of such cancellation shall be given as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust soon as practicable in accordance with their terms, subject to the effect Section 14 of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generthis Agreement.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA CNHCA and the Seller herein, to the accuracy of the statements of officers of CNHICA CNHCA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA CNHCA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 424(b) under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm letters of independent public accountants dated as of the date of the Preliminary Prospectus and Supplement, as of the date of the ProspectusProspectus Supplement and as of the Closing Date, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICACNHCA, CNH Industrial America LLC or CNH Industrial Global N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial Global N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA CNHCA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA CNHCA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA CNHCA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICACNHCA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Liquidity Receivables Purchase Agreement, the Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICACNHCA. (vi) The Liquidity Receivables Purchase Agreement has and the Purchase Agreement have been duly authorized, executed and delivered by CNHICA CNHCA and is a are legal, valid and binding obligation obligations of CNHICA CNHCA enforceable against CNHICA CNHCA in accordance with its their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA CNHCA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA CNHCA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA CNHCA or the Seller is a party or by which CNHICA CNHCA or the Seller is bound or to which any of the properties of CNHICA CNHCA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA CNHCA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA CNHCA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA CNHCA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Each of the CNHCA Assignment dated as of the Closing Date from CNHICA CNHCA to the Seller has and the assignments of Receivables from CNHCA to the Seller pursuant to the Liquidity Receivables Purchase Agreement have been duly authorized, executed and delivered by CNHICACNHCA. (xi) Assuming that CNHICACNHCA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA CNHCA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICACNHCA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA CNHCA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICACNHCA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA CNHCA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA CNHCA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of StateState and will constitute a first priority perfected security interest therein. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Liquidity Receivables Purchase Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Basic Prospectus and any supplement thereto under the headings “Overview of TransactionRisk Factors—ERISA ConsiderationsPossible liability for third party claims may cause payment delays or losses”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, ,” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Summary of Terms — ERISA Considerations” and “ERISA Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Basic Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the NotesSecurities”, “Depositor”, “Servicer” and “Amendments” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Description of the Notes”, “Description of the Certificates”, “Servicing Matters”, ,” and “AmendmentsFees and Expenses Payable Out of Cash Flows”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statementsProspectus) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act and the Trust is not required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the The Seller nor the Trust isis not, or and will not as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the TrustAct. (xxii) The Registration Statement is has become effective under the Act, any required filings of the Preliminary Prospectus Supplement and the Prospectus and any supplements thereto pursuant to Rule 424 424(b) under the Act have been made or will be made in the manner and within the time period required by Rule 424 424(b) (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights genero

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be each Underwriter hereunder are subject to (1) the accuracy of the representations and warranties on the part of CNHICA and the Seller hereinCompany set forth in Section 3, to the accuracy as of the statements date hereof and as of officers of CNHICA and the Seller made pursuant to Closing Date as though then made, (2) the provisions hereof, to the timely performance by CNHICA the Company of its covenants and the Seller obligations hereunder, and (3) each of their respective obligations hereunder and to the following additional conditions precedentconditions: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no No stop order suspending the effectiveness qualification of the Registration Offering Statement shall have been issued issued, and no proceedings for that purpose shall have been instituted orbe pending or threatened by any securities or other governmental authority (including, to without limitation, the knowledge Commission), (ii) no order suspending the qualification of the Seller Offering Statement or you, the qualification or exemption of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before, or threatened or contemplated by the Commission or by by, any authority administering any state securities or blue sky law; and other governmental authority (including, without limitation, the Commission), (iii) any requests request for additional information from on the Commission with respect to part of the Registration Statement staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to your satisfactionthe satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no amendment or supplement to the Offering Statement or the Final Offering Circular shall have been filed unless a copy thereof was first submitted to the Underwriters and the Underwriters did not object thereto in good faith, and the Underwriters shall have received certificates of the Company, dated as of each Closing Date and signed by the President and Chief Executive Officer of the Company, and the Chief Financial Officer of the Company, to the effect of clauses (ii) and (iii). (b) Since the respective dates as of which information is given in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, in the reasonable judgment of the Underwriters there shall not have occurred a Material Adverse Change. (c) On or prior to Since the date hereofrespective dates as of which information is given in the Offering Statement, you the Pricing Disclosure Materials and the Final Offering Circular, there shall have received an agreed-upon procedures report (been no litigation or other proceeding instituted against the Accountant’s Due Diligence Report) from Company or any of its officers or directors in their capacities as such, before or by any federal, state or local or foreign court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, which litigation or proceeding, in the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as reasonable judgment of the date of the Preliminary Prospectus and as of the date of the ProspectusUnderwriters, as applicable, that are substantially in the form of the drafts would reasonably be expected to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsela Material Adverse Effect. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties Each of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment representations and warranties of the Underwriters, materially impairs the investment quality Company contained herein shall be true and correct as of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the each Closing Date in all respects for those representations and satisfactory in form warranties qualified by materiality and substance to you and your counsel, to the effect that: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with for those representations and warranties that are not qualified by materiality, as if made on such date, and all covenants and agreements herein contained to be performed on the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects part of the Receivables”Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to such Closing Date shall have been duly performed, and “ERISA Considerations”, to the extent they constitute matters of law fulfilled or legal conclusions complied with respect thereto, are correct in all material respects. (xviie) The statements contained On the Closing Date, the Underwriters shall have received the opinion and 10b-5 negative assurances letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Washington, D.C., counsel for the Company, addressed to the Underwriters, dated as of the Closing Date, substantially in the Preliminary Prospectus, Prospectus and any supplement thereto under form satisfactory to the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to thereinUnderwriters. (xviiif) No consentAt the Initial Closing and at any Subsequent Closing, approvalthere shall be furnished to the Underwriters a certificate, authorization or order ofdated the date of its delivery, or filing with, any governmental agency or body or any court is required for the consummation signed by each of the transactions contemplated by this Agreement or President and the Basic DocumentsChief Financial Officer of the Company, except such in their capacities as are required officers of the Company, in form and have been obtained and made under substance satisfactory to the ActUnderwriters to the effect that each signer has carefully examined the Offering Statement, the Exchange Act Final Offering Circular and the UCC Pricing Disclosure Materials, and that to each of such person’s knowledge: i. As of the date of each such certificate, (or will be made with respect to (ix) the Rule 424(b) filing Offering Statement does not contain any untrue statement of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under a material fact or omit to state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not a material fact required to be qualified under stated therein or necessary in order to make the Trust Indenture Act. statements therein not misleading and (xxy) The Indenture has been duly qualified under neither the Trust Indenture Act. (xxi) Neither the Seller Final Offering Circular nor the Trust isPricing Disclosure Materials contains any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, or will in light of the circumstances under which they were made, not misleading and no event has occurred as a result of which it is necessary to amend or supplement the offer and sale Final Offering Circular in order to make the statements therein not untrue or misleading in any material respect. ii. Each of the Notes as contemplated representations and warranties of the Company contained in the Prospectus and this Agreement or as a result were, when originally made, and are, at the time such certificate is delivered, true and correct in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality. iii. Each of the issuance covenants required herein to be performed by the Company on or prior to the date of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act such certificate has been relied upon in reaching such conclusion duly, timely and fully performed and each condition herein required to be complied with respect by the Company on or prior to the Trustdelivery of such certificate has been duly, timely and fully complied with. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counseliv. To their knowledge, no stop order suspending the effectiveness qualification of the Registration Offering Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under by the Act; and Commission. v. Subsequent to the Registration date of the most recent financial statements in the Offering Statement and in the ProspectusFinal Offering Circular, there has been no Material Adverse Change. (g) The Company shall have furnished or caused to be furnished to the Underwriters such certificates, in addition to those specifically mentioned herein, as the Underwriters may have reasonably requested as to the accuracy and completeness on any Closing Date and of any statement in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular, as to the accuracy on such Closing Date of the representations and warranties of the Company as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Underwriters. (h) On or prior to the date hereof, the Company shall have furnished to the Underwriters an agreement substantially in the form of Exhibit B hereto from each of the Company’s officers, directors, and 10% of greater security holders of the Company’s Common Stock or securities convertible into or exercisable for shares of the Company’s Common Stock, and each amendment or supplement thereto, as of such agreement shall be in full force and effect on the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and RegulationsDate. (xxiiii) The Indenture, Shares have been approved for listing upon notice of issuance on the Sale and Servicing Agreement, NASDAQ. (j) The Company shall have furnished or caused to be furnished to the Asset Representations Review Agreement Underwriters on each Closing Date satisfactory evidence of the good standing of the Company and the Administration Agreement Subsidiaries in their respective jurisdiction of organization and their good standing as foreign entities in such other jurisdictions as the Underwriters may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (k) FINRA shall not have been duly authorized andraised any objection with respect to the fairness or reasonableness of the plan of distribution, when duly executed and delivered or other arrangements of the transactions, contemplated hereby. (l) On or after the Applicable Time there shall not have occurred any of the following: (a) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, Inc., NYSE MKT or NASDAQ; (b) a general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (c) the outbreak or escalation of hostilities involving the United States or the declaration by the TrusteeUnited States of a national emergency or war or (d) the occurrence of any other calamity or crisis or any change in financial, will constitute political or economic conditions in the legalUnited States or elsewhere, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to if the effect of any applicable bankruptcysuch event specified in clause (c) or (d) in the judgment of the Representative makes it impracticable or inadvisable to proceed with the offering or the delivery of the Shares being delivered on any Closing Date on the terms and in the manner contemplated in the Final Offering Circular. (m) At the Closing Date and at any Subsequent Closing, insolvencythe Accountants shall have furnished to the Underwriters a letter, reorganizationdated the date of its delivery (the “Comfort Letter”), moratorium or similar law affecting creditorsaddressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters containing statements and information of the type ordinarily included in accountants’ rights gener“comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of StateState and will constitute a first priority perfected security interest therein. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, ,” to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights genersimilar

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA CNHCA and the Seller herein, to the accuracy of the statements of officers of CNHICA CNHCA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA CNHCA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 424(b) under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm letters of independent public accountants dated as of the date of the Preliminary Prospectus Supplement and as of the date of the ProspectusProspectus Supplement, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICACNHCA, CNH Industrial America LLC or CNH Industrial Global N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial Global N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA CNHCA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA CNHCA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA CNHCA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICACNHCA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Liquidity Receivables Purchase Agreement, the Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICACNHCA. (vi) The Liquidity Receivables Purchase Agreement has and the Purchase Agreement have been duly authorized, executed and delivered by CNHICA CNHCA and is a are legal, valid and binding obligation obligations of CNHICA CNHCA enforceable against CNHICA CNHCA in accordance with its their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA CNHCA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA CNHCA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA CNHCA or the Seller is a party or by which CNHICA CNHCA or the Seller is bound or to which any of the properties of CNHICA CNHCA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA CNHCA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA CNHCA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA CNHCA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Each of the CNHCA Assignment dated as of the Closing Date from CNHICA CNHCA to the Seller has and the assignments of Receivables from CNHCA to the Seller pursuant to the Liquidity Receivables Purchase Agreement have been duly authorized, executed and delivered by CNHICACNHCA. (xi) Assuming that CNHICACNHCA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA CNHCA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICACNHCA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA CNHCA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICACNHCA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA CNHCA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA CNHCA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of StateState and will constitute a first priority perfected security interest therein. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Liquidity Receivables Purchase Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Base Prospectus and any supplement thereto under the headings “Overview of TransactionRisk Factors—ERISA ConsiderationsPossible liability for third party claims may cause payment delays or losses”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, ,” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Summary of Terms — ERISA Considerations” and “ERISA Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Base Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer” and “Amendments” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Description of the Notes”, “Description of the Certificates”, “Servicing Matters”, ,” and “AmendmentsFees and Expenses Payable Out of Cash Flows”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statementsProspectus) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act and the Trust is not required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the The Seller nor the Trust isis not, or and will not as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the TrustAct. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus Supplement and the Prospectus and any supplements thereto pursuant to Rule 424 424(b) under the Act have been made or will be made in the manner and within the time period required by Rule 424 424(b) (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generrigh

Conditions of the Obligations of the Underwriters. The several obligations of the Underwriters to purchase and pay for the Notes Securities will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA and the Seller Issuers of their respective obligations hereunder and to the following additional conditions precedent: (a) If a post-effective amendment to the Registration Statement has is required to be filed under the Securities Act, such post-effective amendment shall have become effective, and the Representatives shall have received notice thereof, not become effective prior to later than 5:00 P.M., New York City time, on the date hereof, unless of the Underwriters agree in writing to a later timeUnderwriting Agreement; if applicable, the Rule 462(b) Registration Statement shall have become effective not later than (i) 6:00 p.m. by 10:00 a.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each date of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereofUnderwriting Agreement; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect, and no proceedings proceeding for that purpose such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been instituted ortimely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the knowledge of extent required by Rule 433 under the Seller or you, shall be contemplated Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfactionthe reasonable satisfaction of the Representatives. (b) The representations and warranties of the Issuers contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Issuers and their officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date. (c) On or prior Subsequent to the date hereof, you shall have received an agreed-upon procedures report earlier of (A) the Accountant’s Due Diligence ReportTime of Sale and (B) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) no downgrading shall have occurred in the rating accorded the Securities or any changeother debt securities or preferred stock of or guaranteed by the Company or the Guarantors by any “nationally recognized statistical rating organization”, as such term is defined by Section 3(a)(62) of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any development involving a prospective changeother debt securities or preferred stock of or guaranteed by the Company or the Guarantors, in each case with respect to the Company and the Guarantors, with negative implications of a possible downgrading. (d) No event or affecting particularly condition of a type described in Section 2(a)(iv) hereof shall have occurred or shall exist, which event or condition is not described in the business Time of Sale Information (excluding any amendment or properties supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, which in the judgment of the Underwriters, materially impairs the investment quality of the Notes or Representatives makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical impracticable or inadvisable to proceed with completion the offering, sale or delivery of the sale of Securities on the terms and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United Statesmanner contemplated by this Agreement, the Time of Sale Information and the Prospectus. (e) You Jenner & Block LLP, counsel for the Issuers, shall have received an opinion or opinions (orfurnished to the Representatives, in at the case request of the penultimate paragraph of this clause (e)Company, a negative assurance letter) of counsel to CNHICA their written opinion and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee10b-5 Statement, dated the Closing Date and satisfactory addressed to the Underwriters, in form and substance reasonably satisfactory to you and your counselthe Representatives, to the effect that:set forth in Schedule V attached hereto. (f) The Representatives shall have received an opinion, dated the Closing Date, from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in the form of Schedule VI attached hereto. (g) The Representatives shall have received on and as of the Closing Date an opinion and 10b-5 Statement of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request from the Company to enable them to pass upon such matters. (h) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities. (i) Each The Representatives shall have received on and as of CNHICA and the Seller is an existing limited liability company in Closing Date satisfactory evidence of the good standing under the laws of the State Issuers in their respective jurisdictions of Delaware with power organization and authority to own its properties and conduct its business their good standing in such other jurisdictions as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement andRepresentatives may reasonably request, in each case in writing or any standard form of telecommunication from the case appropriate governmental authorities of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trusteejurisdictions. (iij) The direction by Representatives shall have received on and as of the Seller Closing Date a certificate of an executive officer of the Company (which certificate shall be executed on behalf of the Company, and not in such officer’s personal capacity) who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee Representatives in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to which such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending orofficer, to the best of such counsel’s knowledgehis or her knowledge after reasonable investigation, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to shall (i) confirm that such officer has carefully reviewed the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicableRegistration Statement, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings Time of the Preliminary Prospectus Sale Information and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counselofficer, no stop order suspending the effectiveness representations set forth in Sections 2(a)(i) and 2(a)(ii) hereof are true and correct, (ii) confirm that the other representations and warranties of the Registration Statement Company in this Agreement are true and correct and that the Company has been issued complied with all agreements and no proceedings for satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) certify to the effect set forth in paragraphs (a) and (c) above. (k) The Representatives shall have received a certificate, dated the Closing Date, of an executive officer of each of the Guarantors (which certificate shall be executed on behalf of the Company, and not in such officer’s personal capacity) in which such officer, to the best of his or her knowledge after reasonable investigation, shall state that purpose the representations and warranties of such Guarantor in this Agreement are true and correct in all material respects, and that such Guarantor has, in all material respects, complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (l) On the date of this Agreement and on the Closing Date, KPMG LLP shall have been instituted furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or are pending or contemplated under the Act; and incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus, and each amendment or supplement thereto, as of ; provided that the letter delivered on the Closing Date (shall use a “cut-off” date no more than three business days prior to the Closing Date. The Issuers will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. The Representatives may in the case their sole discretion waive on behalf of the Registration Statement) and as of their respective issue dates (in Representatives compliance with any conditions to the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generRepresentatives hereunder.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA CNHCA and the Seller herein, to the accuracy of the statements of officers of CNHICA CNHCA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA CNHCA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 424(b) under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm letters of ▇▇▇▇▇ & ▇▇▇▇▇ independent public accountants dated as of the date of the Preliminary Prospectus and Supplement, as of the date of the ProspectusProspectus Supplement and as of the Closing Date, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICACNHCA, CNH Industrial America LLC or CNH Industrial Global N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial Global N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA CNHCA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA CNHCA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA CNHCA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICACNHCA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Liquidity Receivables Purchase Agreement, the Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICACNHCA. (vi) The Liquidity Receivables Purchase Agreement has and the Purchase Agreement have been duly authorized, executed and delivered by CNHICA CNHCA and is a are legal, valid and binding obligation obligations of CNHICA CNHCA enforceable against CNHICA CNHCA in accordance with its their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA CNHCA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA CNHCA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA CNHCA or the Seller is a party or by which CNHICA CNHCA or the Seller is bound or to which any of the properties of CNHICA CNHCA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA CNHCA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA CNHCA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA CNHCA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Each of the CNHCA Assignment dated as of the Closing Date from CNHICA CNHCA to the Seller has and the assignments of Receivables from CNHCA to the Seller pursuant to the Liquidity Receivables Purchase Agreement have been duly authorized, executed and delivered by CNHICACNHCA. (xi) Assuming that CNHICACNHCA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA CNHCA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICACNHCA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA CNHCA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICACNHCA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA CNHCA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA CNHCA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of StateState and will constitute a first priority perfected security interest therein. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Liquidity Receivables Purchase Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Basic Prospectus and any supplement thereto under the headings “Overview of TransactionRisk Factors—ERISA ConsiderationsPossible liability for third party claims may cause payment delays or losses”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, ,” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Summary of Terms — ERISA Considerations” and “ERISA Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Basic Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the NotesSecurities”, “Depositor”, “Servicer” and “Amendments” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Description of the Notes”, “Description of the Certificates”, “Servicing Matters”, ,” and “AmendmentsFees and Expenses Payable Out of Cash Flows”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statementsProspectus) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act and the Trust is not required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the The Seller nor the Trust isis not, or and will not as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the TrustAct. (xxii) The Registration Statement is has become effective under the Act, any required filings of the Preliminary Prospectus Supplement and the Prospectus and any supplements thereto pursuant to Rule 424 424(b) under the Act have been made or will be made in the manner and within the time period required by Rule 424 424(b) (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights gener

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller Corporation herein, to the accuracy of the statements of officers of CNHICA and the Seller Corporation made pursuant to the provisions hereof, to the performance by CNHICA and the Seller Corporation of their respective its obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the The Prospectus and any supplements thereto shall have been filed with the Commission in the manner and pursuant to Rule 424(b) within the applicable time period required under Rule 424 under prescribed for filing by the 1933 Act (without reference to Rule 424(b)(8)) Regulations and in accordance herewith and each Permitted Free Writing Prospectus shall have been filed by the Corporation with the Rules Commission within the applicable time periods prescribed for such filings by, and Regulations otherwise in compliance with, Rule 433 of the 1933 Act Regulations. (b) On or after the Applicable Time and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act shall have been instituted or, to the knowledge of the Seller Corporation or you, shall be contemplated threatened by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfactionCommission. (c) On or after the Applicable Time and prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated rating assigned by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Ratings Services to any debt securities or preferred stock of the Corporation as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you this Agreement shall not have previously agreed and are otherwise in form and substance satisfactory to you and your counselbeen lowered. (d) Subsequent Since the respective most recent dates as of which information is given in the Pricing Disclosure Package and the Prospectus and up to the execution and delivery of this AgreementClosing Date, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or been any material adverse change in the condition of the Corporation, financial markets ifor otherwise, except as reflected in or contemplated by the Prospectus, and, since such dates and up to the Closing Date, there shall not have been any material transaction entered into by the Corporation other than transactions contemplated by the Pricing Disclosure Package and the Prospectus and transactions in the judgment ordinary course of the Underwritersbusiness, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes which in your reasonable judgment is so material and adverse as to make it impractical impracticable or inadvisable to proceed with completion the public offering or the delivery of the sale of Notes on the terms and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United Statesmanner contemplated by the Pricing Disclosure Package and the Prospectus. (e) You shall have received an opinion or opinions (orof ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III, in the case Esq., Associate General Counsel of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture TrusteeCorporation, dated the Closing Date and satisfactory in form and substance to you and your counselDate, to the effect that: (i) Each of CNHICA the Principal Subsidiaries, other than Duke Energy Carolinas, LLC, has been duly incorporated and the Seller is an validly existing limited liability company in good standing under the laws of the State jurisdiction of Delaware with its incorporation has the respective corporate power and authority and foreign qualifications necessary to own its properties and to conduct its business as described in the Prospectus Pricing Disclosure Package and the Prospectus. Duke Energy Carolinas, LLC has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of North Carolina and has full limited liability company power and authority necessary to own its properties and to enter into and perform conduct its obligations under this Agreement business as described in the Pricing Disclosure Package and the Purchase Agreement and, in the case Prospectus. (ii) Each of the Seller, Corporation and the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals Principal Subsidiaries is duly qualified to do business in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification, except where the failure to qualify so qualify, considering all such cases in the aggregate, does not have a material adverse effect on the business, properties, financial condition or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations results of operations of the Seller under Section 2.10 of the Trust Agreement Corporation and entitled to the benefits of the Trust Agreementits subsidiaries taken as a whole. (iii) The direction by CNHICA Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA1933 Act Regulations, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated threatened under the 1933 Act; . (iv) The descriptions in the Registration Statement, the Pricing Disclosure Package and the Prospectus of any legal or governmental proceedings are accurate and fairly present the information required to be shown, and such counsel does not know of any litigation or any legal or governmental proceeding instituted or threatened against the Corporation or any of its Principal Subsidiaries or any of their respective properties that would be required to be disclosed in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus and is not so disclosed. (v) This Agreement has been duly authorized, executed and delivered by the Corporation. (vi) The execution, delivery and performance by the Corporation of this Agreement, the Indenture and the issue and sale of the Notes will not violate or contravene any of the provisions of the Certificate of Incorporation or By-Laws of the Corporation or any statute or any order, rule or regulation of which such counsel is aware of any court or governmental agency or body having jurisdiction over the Corporation or any of its Principal Subsidiaries or any of their respective property, nor will such action conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Corporation or any of its Principal Subsidiaries is a party or by which any of them or their respective property is bound or to which any of its property or assets is subject which affects in a material way the Corporation’s ability to perform its obligations under this Agreement, the Indenture and the Notes. (vii) The Indenture has been duly authorized, executed and delivered by the Corporation and, assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding instrument of the Corporation, enforceable against the Corporation in accordance with its terms. (viii) The Notes have been duly authorized, executed and issued by the Corporation and, when authenticated by the Trustee, in the manner provided in the Indenture and delivered against payment therefor, will constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, and are entitled to the benefits afforded by the Indenture in accordance with the terms of the Indenture and the Notes. (ix) No consent, approval, authorization, order, registration or qualification is required to authorize, or for the Corporation to consummate the transactions contemplated by this Agreement, except for such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters and except as required in Condition 41 of the order of the North Carolina Utilities Commission dated March 24, 2006, in Docket No. E-7, sub 795, which consent has been obtained. Such counsel may state that his opinions in paragraphs (vii) and (viii) are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Such counsel shall state that nothing has come to his attention that has caused him to believe that each document incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when filed, was not, on its face, appropriately responsive, in all material respects, to the requirements of the 1934 Act and the 1934 Act Regulations. Such counsel shall also state that nothing has come to his attention that has caused him to believe that (i) the Registration Statement, including the Rule 430B Information, as of its effective date and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package at the Applicable Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) that the Prospectus or any amendment or supplement thereto, as of the date it was filed with, or transmitted for filing to, the Commission and at the Closing Date (Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the case statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may also state that, except as otherwise expressly provided in such opinion, he does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement) and as of their respective issue dates (in , the case of Pricing Disclosure Package or the Prospectus and each supplement thereto), complied does not express any opinion or belief as to form in all material respects with (i) the requirements financial statements or other financial data contained or incorporated by reference therein, (ii) the statement of the Acteligibility and qualification of the Trustee included in the Registration Statement (the “Form T-1”) or (iii) the information in the Prospectus under the caption “Book-Entry System.” In rendering the foregoing opinion, such counsel may state that he does not express any opinion concerning any law other than the Trust Indenture Act law of the State of North Carolina and may rely as to all matters of the Rules laws of the States of South Carolina, Ohio and RegulationsIndiana on appropriate counsel reasonably satisfactory to the Representatives, which may include the Corporation’s other “in-house” counsel). Such counsel may also state that he has relied as to certain factual matters on information obtained from public officials, officers of the Corporation and other sources believed by him to be responsible. (xxiiif) The IndentureYou shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., counsel to the Sale and Servicing AgreementCorporation, dated the Asset Representations Review Closing Date, to the effect that: (i) This Agreement and the Administration Agreement have has been duly authorized andauthorized, when duly executed and delivered by the TrusteeCorporation. (ii) The execution and delivery by the Corporation of this Agreement and the consummation by the Corporation of the transactions contemplated hereby, including the issuance and sale of the Notes, will not (i) conflict with the Corporation’s certificate of incorporation or Bylaws, (ii) constitute a violation of, or a breach of or default under, the legal, valid and binding obligations terms of any of the Trustcontracts set forth on Schedule D hereto or (iii) violate or conflict with, enforceable against or result in any contravention of, any Applicable Law. “Applicable Law” means the Trust General Corporation Law of the State of Delaware and those laws, rules and regulations of the State of New York and those federal laws, rules and regulations of the United States of America, in accordance with their termseach case that, subject in such counsel’s experience, are normally applicable to transactions of the effect type contemplated by this Agreement (other than the United States federal securities laws, state securities or blue sky laws, antifraud laws and the rules and regulations of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generthe Financial Industry Regulatory Authority).

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA Case Credit, New Holland and the Seller Transferor herein, to the accuracy of the statements of officers of CNHICA Case Credit, New Holland and the Seller Transferor made pursuant to the provisions hereof, to the performance by CNHICA Case Credit, New Holland and the Seller Transferor of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereofExecution Time, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the The Prospectus and any supplements thereto shall have been filed (if required) with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a5(a) hereof; and, and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller Transferor or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm a letter or letters, dated as of the date of the Preliminary Prospectus and as Closing Date, of the date of the ProspectusDeloitte Touche Tohmatsu, as applicableindependent public accountants, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the SellerTransferor, New HollandCase Credit, CNHICACase, CNH Industrial America LLC (formerly known as Case Corporation) or CNH Industrial Global N.V. which, in the reasonable judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America Case, LLC or CNH Industrial Global N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking 10 moratorium declared by Federal federal or New York authorities; (v) there shall have occurred a material disruption in securities settlement, payment or clearance services in the United States; or (vi) any material adverse change on the financial markets or outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the reasonable judgment of the Underwriters, the effect of any such change, outbreak, escalation, declaration, calamity, calamity or emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA Case Credit, New Holland and the SellerTransferor substantially in the form attached hereto as Exhibit A, addressed to you, as Representatives of the several Underwriters, the Owner Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that:. (if) Each You shall have received an opinion or opinions of CNHICA and counsel to New Holland substantially in the Seller is an existing limited liability company in good standing under the laws form attached hereto as Exhibit B, addressed to you, as Representatives of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Sellerseveral Underwriters, the Sale Owner Trustee and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel (g) You shall have received an opinion of ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ & Maw LLP, special Illinois tax counsel for the Trust substantially in the form attached hereto as Exhibit C, addressed to you, as Representatives of the several Underwriters, and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel. (iih) The direction by You shall have received an opinion or opinions substantially in the Seller form attached hereto as Exhibit D addressed to the Trustee to authenticate the Certificates has been duly authorized by the Seller andyou, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations as Representatives of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICAseveral Underwriters, andCase Credit, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement New Holland and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations Transferor of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under dated the Indenture for Closing Date and satisfactory in form and substance to you and your counsel. (i) You shall have received an opinion substantially in the benefit form attached hereto as Exhibit E addressed to you, as Representatives of the Holders several Underwriters, Case Credit and the Transferor of counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel. You shall also have received an opinion addressed to you, as Representatives of the Notesseveral Underwriters, of a valid security interest in the ReceivablesCase Credit, the security interests in the Financed Equipment securing the Receivables New Holland and the proceeds Transferor of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State counsel to The Bank of New York (Delaware), as Delaware Trustee, dated the “NYUCC”). Under the NYUCCClosing Date and satisfactory in form and substance to you and your counsel, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate covering such matters as against the Trustyou and your counsel may reasonably request. (xiiij) The security interest granted under You shall have received an opinion substantially in the Indenture will be perfected upon the execution and delivery form attached hereto as Exhibit F addressed to you, as Representatives of the Basic Documents several Underwriters, Case Credit and the filing of a UCC financing statement with Transferor of, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special Delaware counsel to the Delaware Secretary of State. No filing or other actionTrust, other than dated the execution Closing Date, subject to customary qualifications, exceptions and delivery of the Basic Documents assumptions, and the filing of the UCC financing statement with the Delaware Secretary of State referred satisfactory in form and substance to above, is necessary to perfect you and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third partiesyour counsel. (xivk) The Receivables are either tangible chattel paper or electronic chattel paper You, as defined in Representatives of the NYUCC. (xv) The Sale and Servicing Agreementseveral Underwriters, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement shall have received copies of any opinions of counsel to Case Credit and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, Transferor supplied to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generRating

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will Shares as provided herein on the Closing Date and, with respect to the Option Shares, the Option Closing Date, shall be subject to the accuracy of the representations and warranties on the part of CNHICA the Company set forth in Section 3 hereof as of the date hereof and as of the Seller hereinClosing Date as though then made and, with respect to the Option Shares, as of the Option Closing Date as though then made, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the timely performance by CNHICA the Company of its covenants and the Seller of their respective other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions: (a) If Notification that the Registration Statement has not become effective prior to shall be received by the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective Representatives not later than (i) 6:00 p.m. New York City time 10:00 a.m., Charlotte, North Carolina time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the first full business day following after the day on which Effective Date or at such later date and time as shall be consented to in writing by the public offering price was determinedRepresentatives and all filings required by Rule 424, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each Rule 430A and Rule 434 of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(ashall have been made. (i) hereof; and, prior to the Closing Date, no No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted orbe pending or threatened by the Commission, to (ii) no order suspending the knowledge effectiveness of the Seller Registration Statement or you, the qualification or registration of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before or threatened or contemplated by the Commission or by the authorities of any authority administering such jurisdiction, (iii) any state securities or blue sky law; and any requests request for additional information from on the part of the staff of the Commission with respect to the Registration Statement or any such authorities shall have been complied with to your satisfactionthe satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to the Representatives and made available to the Underwriters and the Underwriters did not object thereto in good faith, and the Representatives shall have received certificates, dated the Closing Date and, with respect to the Option Shares, the Option Closing Date and signed by the Chief Executive Officer or the Chairman of the Board of Directors of the Company and the Chief Financial Officer of the Company (who may, as to proceedings threatened, rely upon the best of their information and belief), to the effect of clauses (i), (ii) and (iii) hereof. The NASD shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (c) On or prior to Since the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated respective dates as of a date at least five business days prior to which information is given in the date hereof relating to the loan file review performed in connection with the Receivables in form Registration Statement and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable(i) there shall not have been a Material Adverse Change, that are substantially and there shall have been no material transaction, contract or agreement entered into by the Company or any of its subsidiaries other than in the form ordinary course of business, in each case other than as set forth in or contemplated by the Registration Statement and the Prospectus, and (ii) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Registration Statement and the Prospectus, if in the Representatives' judgment any such development is so material as to make it impracticable or inadvisable to consummate the sale and delivery of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counselShares by the Underwriters at the public offering price. (d) Subsequent to Since the execution respective dates as of which information is given in the Registration Statement and delivery of this Agreementthe Prospectus, there shall not have occurred (i) any changebeen no litigation or other proceeding instituted or threatened against the Company, its subsidiaries or any development involving a prospective changeof the Company's officers or directors in their capacities as such, before or by any Federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or affecting particularly the business proceeding an unfavorable ruling, decision or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, finding could result in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United StatesMaterial Adverse Change. (e) You Each of the representations and warranties of the Company contained herein shall be true and correct in all material respects at the Closing Date and, with respect to the Option Shares, at the Option Closing Date, as if made at the Closing Date and, with respect to the Option Shares, at the Option Closing Date, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to the Closing Date and, with respect to the Option Shares, at or prior to the Option Closing Date, shall have been duly performed, fulfilled or complied with in all material respects. (f) The Representatives shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trusteeopinion, dated the Closing Date and, with respect to the Option Shares, the Option Closing Date, and satisfactory in form and substance to you and your the Representatives' counsel, from ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Company, to the effect that: (i) Each of CNHICA The Company has been duly incorporated and the Seller is an validly existing limited liability company in good standing as a corporation under the laws of the State of Delaware with Delaware. (ii) The Company has corporate power and authority to own own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA authorized, issued and outstanding capital stock of the Company (including the Common Stock) conform to the Indenture Trustee to authenticate descriptions thereof set forth in the Notes has Prospectus. All of the outstanding shares of Common Stock have been duly authorized by CNHICAand validly issued, are fully paid and nonassessable and, when to the Notes best of such counsel's knowledge, have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee issued in accordance compliance with the Indenture registration and delivered qualification requirements of federal and paid for by state securities laws. The form of certificate used to evidence the Underwriters pursuant to this Agreement, Common Stock is in due and proper form and complies with all applicable requirements of the Notes will be validly charter and legally issued by-laws of the Company and outstanding and entitled to the benefits and security afforded by General Corporation Law of the Indenture, subject to the effect State of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law)Delaware. (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorizedby, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA agreement of, the Company, enforceable against CNHICA in accordance with its terms, subject except as rights to indemnification thereunder may be limited by applicable law and except as the effect of any applicable enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar law laws relating to or affecting creditors’ ' rights generally and to the effect of or by general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law)equitable principles. (viiv) The execution, delivery Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and performance of sale pursuant to this Agreement and, when issued and delivered by the Basic Documents, as applicable, Company pursuant to this Agreement against payment and receipt by CNHICA and the Seller, and the consummation Company of the transactions contemplated therebyconsideration set forth therein, will not conflict withbe validly issued, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subjectfully paid and nonassessable. (viiivi) The execution, delivery and performance of this Agreement Registration Statement and the Basic DocumentsRule 462(b) Registration Statement, as applicableif any, has been declared effective by CNHICA and the SellerCommission under the Securities Act. To such counsel's knowledge, and no stop order suspending the consummation effectiveness of either of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA Registration Statement or the Seller or any of their properties. (ixRule 462(b) There are no actionsRegistration Statement, proceedings or investigations pending orif any, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed issued under the Securities Act and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures no proceedings for such purpose have been followed with respect to instituted or are pending or are contemplated or threatened by the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the Commission. Any required filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 424(b) under the Securities Act have has been made or will be made in the manner and within the time period required by such Rule 424 424(b). (vii) The Registration Statement, including any 424(b) Registration Statement, the Prospectus and each amendment or supplement to the Registration Statement and the Prospectus, as of their respective effective or issue dates (other than the financial statements and supporting schedules and other financial data included therein or in exhibits to or excluded from the Registration Statement, as to which no opinion need be rendered) comply as to form in all material respects with the applicable requirements of the Securities Act. (viii) The Shares have been approved for listing on the Nasdaq National Market. (ix) The statements (i) in the Prospectus under the captions "Risk Factors--Shares Eligible for Future Sale," "Risk Factors--Possible Issuance of Preferred Stock; Anti-Takeover Provisions," "Management--Limitation of Liability and Indemnification of Officers and Directors," "Description of Capital Stock," "Shares Eligible for Future Sale," and (ii) in Item 14 and Item 15 of the Registration Statement, insofar as such statements constitute matters of law, summaries of legal matters, the Company's charter or by-law provisions, documents or legal proceedings, or legal conclusions, has been reviewed by such counsel and fairly present and summarize, in all material respects, the matters referred to therein. (x) The description of the Company's stock option, stock bonus and other stock plans or arrangements set forth in the Prospectus is accurate. (xi) To the knowledge of such counsel without reference any independent investigation, there are no legal or governmental actions, suits or proceedings pending or threatened which are required to Rule 424(b)(8)be disclosed in the Registration Statement, other than those disclosed therein. (xii) To the knowledge of such counsel, there are no indentures, mortgages, loans or credit agreements, notes, contracts, franchises, leases or other instruments to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an "Existing Instrument"), required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto; and the descriptions thereof and references thereto are correct in all material respects. (xiii) No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the Company's execution, delivery and performance of this Agreement and consummation of the transactions contemplated thereby and by the Prospectus, except as required under the Securities Act, applicable state securities or Blue Sky laws and from the NASD. (xiv) The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations thereunder (other than performance by the Company of its obligations under the indemnification section of this Agreement, as to which no opinion need be rendered) (i) have been duly authorized by all necessary corporate action on the part of the Company; (ii) will not result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary; (iii) will not constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to any material Existing Instrument; or (iv) to the knowledge of such counsel, will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. (xv) The Company is not, and after receipt of payment for the Shares will not be, an "investment company" within the meaning of the Investment Company Act. (xvi) To the knowledge of such counsel, there are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived. (xvii) To the knowledge of such counsel, based upon a certificate of an appropriate officer of the Company as to matters of fact, neither the Company nor any subsidiary is in violation of its charter or by-laws or any law, administrative regulation or administrative or court decree applicable to the Company or is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material Existing Instrument, except in each such case for such violations or defaults as would not, individually or in the aggregate, result in a Material Adverse Change. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company, representatives of the independent public or certified public accountants for the Company, representatives of the Underwriters and with counsel for the Underwriters at which the contents of the Registration Statement and the Prospectus, and any supplements or amendments thereto, and related matters were discussed and, based on such counsel's participation in the above mentioned conferences, review of the documents described above, their understanding of applicable law and the experience they have gained in their practice under the Act, such counsel shall advise the Underwriters that although such counsel cannot guarantee the accuracy, completeness or fairness of any of the statements contained in the Registration Statement or the Prospectus, in connection with such counsel's representation, investigation, and due inquiry of the Company in the preparation of the Registration Statement and Prospectus, nothing has come to such counsel's attention which causes them to believe that the Registration Statement or Prospectus (except as to the financial statements, schedules and other financial and statistical information contained therein, as to which such counsel expresses no comment), as of the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the General Corporation Law of the State of Delaware or the federal law of the United States, to the extent they deem proper and specified in such opinion, upon the opinion (which shall be dated the Closing Date or the Option Closing Date, as the case may be, shall be satisfactory in form and substance to the Underwriters, shall expressly state that the Underwriters may rely on such opinion as if it were addressed to them and shall be furnished to the Representatives) of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters; PROVIDED, HOWEVER, that such counsel shall further state that they believe that they and the Underwriters are justified in relying upon such opinion of other counsel, and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. (g) The Representatives shall have received an opinion, dated the Closing Date and, with respect to the Option Shares, the Option Closing Date, and satisfactory in form and substance to the Representatives' counsel, from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Associates, counsel to the Company, to the effect that: (i) Each significant subsidiary (as defined in Rule 405 under the Securities Act) has been duly incorporated and is validly existing as a corporation under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. (ii) All of the issued and outstanding capital stock of each such significant subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are any pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulationsthreatened claim. (xxiiiiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations description of the TrustCompany's stock option, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium stock bonus and other stock plans or similar law affecting creditors’ rights generarrangement

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will Firm Shares on the First Closing Date and the Option Shares on the Second Closing Date shall be subject to the accuracy of the representations and warranties on the part of CNHICA the Company herein set forth as of the date hereof and as of the Seller hereinFirst Closing Date or the Second Closing Date, as the case may be, to the accuracy of the statements of officers of CNHICA and the Seller Company made pursuant to the provisions hereof, to the performance by CNHICA and the Seller Company of their respective its obligations hereunder hereunder, and to the following additional conditions precedentconditions: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the The Registration Statement shall have become effective either prior to the execution of this Agreement or not later than (i) 6:00 p.m. New York City time 1:00 P.M., Chicago Time, on the first full business day after the date of determination of the public offering pricethis Agreement, if or such determination occurred at or prior later time as shall have been consented to 3:00 p.m. New York City time on such date or (ii) 12:00 noon by you but in no event later than 1:00 P.M., Chicago Time, on the third full business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) date hereof; and, and prior to the First Closing Date or the Second Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Seller Company or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; Commission. If the Company has elected to rely upon Rule 430A, the information concerning the initial public offering price of the Shares and any requests for additional price-related information from shall have been transmitted to the Commission with respect for filing pursuant to Rule 424(b) in the manner and within the prescribed time period (without reliance on Rule 424(b)(8)) and the Company will provide evidence satisfactory to the Representative of such timely filing (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rules 430A and 424(b)). If a Rule 462(b) Registration Statement is required, such Registration Statement shall have been complied transmitted to the Commission for filing and become effective within the prescribed time period and, prior to the First Closing Date, the Company shall have provided evidence of such filing and effectiveness in accordance with to your satisfactionRule 462(b). (b) The Shares shall have been qualified for sale under the blue sky laws of such states as shall have been specified by the Representative. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form The legality and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as sufficiency of the date authorization, issuance and sale or transfer and sale of the Preliminary Prospectus Shares hereunder, the validity and as form of the date certificates representing the Shares, the execution and delivery of this Agreement and the ProspectusPricing Agreement, as applicableand all corporate proceedings and other legal matters incident thereto, that are substantially in and the form of the drafts to which you Registration Statement, the Disclosure Package, any Issuer Limited Use Free Writing Prospectus and the Prospectus (except financial statements) shall have previously agreed and are otherwise in form and substance satisfactory to you and your counselbeen approved by counsel for the Underwriters exercising reasonable judgment. (d) You shall not have advised the Company that the Registration Statement, the Disclosure Package, any Issuer Limited Use Free Writing Prospectus, when considered together with the Disclosure Package, or the Prospectus or any amendment or supplement thereto, contains an untrue statement of fact, which, in the opinion of counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in or affecting particularly the business or properties of the TrustCompany or its subsidiaries, taken as a whole, whether or not arising in the Sellerordinary course of business, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the UnderwritersRepresentative, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion the public offering of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United StatesShares as contemplated hereby. (ef) You There shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed been furnished to you, as Representatives Representative of the several Underwriters, on the Trustee First Closing Date or the Second Closing Date, as the case may be, except as otherwise expressly provided below: (i) An opinion of H▇▇▇▇ & H▇▇▇▇▇▇ L.L.P., counsel for the Company, addressed to the Underwriters and the Indenture Trustee, dated the First Closing Date and satisfactory or the Second Closing Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters. (ii) A letter from H▇▇▇▇ & H▇▇▇▇▇▇ L.L.P., counsel for the Company, addressed to the Underwriters and dated the First Closing Date or the Second Closing Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters. (iii) Such opinion or opinions of Sidley Austin LLP, counsel for the Underwriters, dated the First Closing Date or the Second Closing Date, as the case may be, with respect to the incorporation of the Company, the validity of the Shares, the Registration Statement, the Disclosure Package and the Prospectus and other related matters as you may reasonably require, and your counselthe Company shall have furnished to such counsel such documents and shall have exhibited to them such papers and records as they reasonably request for the purpose of enabling them to pass upon such matters. (iv) A certificate of the chief executive officer and the principal financial officer of the Company, dated the First Closing Date or the Second Closing Date, as the case may be, to the effect that: (i1) Each of CNHICA the representations and the Seller is an existing limited liability company in good standing under the laws warranties of the State Company set forth in Section 2 of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement are true and the Purchase Agreement and, in the case correct as of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance date of this Agreement and as of the Basic DocumentsFirst Closing Date or the Second Closing Date, as applicable, by CNHICA and the Sellercase may be, and the consummation of Company has complied with all the transactions contemplated thereby, will not conflict with, agreements and satisfied all the conditions on its part to be performed or result in a breach, violation satisfied at or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known prior to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject.Closing Date; (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of Commission has not issued an order preventing or suspending the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing use of the Prospectus and (ii) the filing of UCC financing statements) and such or any preliminary prospectus filed as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions a part of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, or any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, amendment thereto; no stop order suspending the effectiveness of the Registration Statement has been issued issued; and to the best knowledge of the respective signers, no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act; and and (3) subsequent to the date of the most recent financial statements included in the Registration Statement and the ProspectusProspectuses, and each amendment except as set forth or supplement theretocontemplated in the Prospectuses, (A) none of the Company and its consolidated subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and (B) there has not been any change that has had or would reasonably be expected to have a material adverse effect upon the Company and its subsidiaries taken as a whole or any material change in their short-term debt or long-term debt. The delivery of the certificate provided for in this subparagraph shall be and constitute a representation and warranty of the Company as to the facts required in the immediately foregoing clauses (1), (2) and (3) to be set forth in said certificate. (v) At the time the Pricing Agreement is executed and also on the First Closing Date or the Second Closing Date, as the case may be, there shall be delivered to you a letter addressed to you, as Representative of the Underwriters, from McGladrey & P▇▇▇▇▇, LLP, an independent registered public accountant firm, the first one to be dated the date of the Pricing Agreement, the second one to be dated the First Closing Date and the third one (in the case event of a second closing) to be dated the Second Closing Date, in form and substance reasonably satisfactory to the Underwriters. There shall not have been any change or decrease specified in the letters referred to in this subparagraph which makes it impractical or inadvisable in the judgment of the Registration Statement) and as of their respective issue dates (in Representative to proceed with the case public offering or purchase of the Prospectus and each supplement thereto), complied Shares as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulationscontemplated hereby. (xxiiivi) The Indenture, A certificate of the Sale and Servicing Agreement, the Asset Representations Review Agreement chief executive officer and the Administration Agreement principal financial officer of the Company, dated the First Closing Date or the Second Closing Date, as the case may be, regarding certain statistical or financial figures included in the Prospectus which you may reasonably request and which have not been duly authorized and, when duly executed and delivered otherwise verified by the Trusteeletters referred to in clause (v) above, will constitute such verification to include the legalprovision of documentary evidence supporting any such statistical or financial figure. (vii) Such further certificates and documents as you may reasonably request. All such opinions, valid certificates, letters and binding obligations documents shall be in compliance with the provisions hereof only if they are satisfactory to you and to Sidley Austin LLP, counsel for the Underwriters, which approval shall not be unreasonably withheld. The Company shall furnish you with such manually signed or conformed copies of the Trustsuch opinions, enforceable against the Trust in accordance with their termscertificates, subject letters and documents as you request. If any condition to the effect Underwriters’ obligations hereunder to be satisfied prior to or at the First Closing Date is not so satisfied, this Agreement at your election will terminate upon notification to the Company without liability on the part of any applicable bankruptcyUnderwriter or the Company, insolvency, reorganization, moratorium except for the expenses to be paid or similar law affecting creditors’ rights generreimbursed by the Company pursuant to Sections 7 and 9 hereof and except to the extent provided in Section 11 hereof.

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters to purchase and pay for the Notes Securities will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller Province herein, to the accuracy of the statements of officers the representatives of CNHICA and the Seller Province made pursuant to the provisions hereof, to the performance by CNHICA and the Seller Province of their respective its obligations hereunder and with regard to the Securities and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller Province or youthe Representatives, shall be contemplated by the Commission or by any authority administering any state securities or blue sky lawSEC; and any requests for additional information from the Commission with respect each Issuer Free Writing Prospectus, to the Registration Statement extent required by Rule 433 under the Securities Act, shall have been complied filed with to your satisfaction. (c) On or prior to the date hereof, you SEC under the Securities Act; and the Final Prospectus shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection been filed with the Receivables in form and substance satisfactory SEC pursuant to you and your counsel. On Rule 424 not later than 5:00 p.m. New York City time, on the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of second business day following the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counselthis Agreement. (db) Subsequent to the execution and delivery of this AgreementAgreement and prior to the Closing Date, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material adverse change in the financial markets iffinancial, economic or political condition of the Province from that set forth in the judgment Registration Statement, the Time of Sale Information and the Final Prospectus; and the Underwriters shall have received, on the Closing Date, a certificate dated the Closing Date and signed by the Minister of Finance of the UnderwritersProvince, the effect Deputy Minister of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion Finance of the sale Province or another officer of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services Ministry of Finance satisfactory to the Representatives to the effect set forth in the United Statesfirst clause of this Section 9(b). (ec) You The Underwriters shall have received an opinion or opinions (or, in the case of the penultimate paragraph Attorney General of this clause (e)the Province, the Deputy Attorney General of the Province, Assistant Deputy Attorney General, Legal Services Branch, Ministry of Attorney General of the Province, a negative assurance letter) Senior Legal Counsel, Legal Services Branch, Ministry of Attorney General of the Province or another officer of the Ministry of Attorney General of the Province satisfactory to the Representatives, as Canadian counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture TrusteeProvince, dated the Closing Date and satisfactory in form and substance to you and your counselDate, to the effect thatthat under the laws of British Columbia and Canada and subject to such qualifications and based on such assumptions as are customary in British Columbia in respect of an opinion of this type: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with The Province has full power and authority to own its properties execute and conduct its business as described in the Prospectus and to enter into and perform its obligations under deliver this Agreement and to issue and sell the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture TrusteeSecurities. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust This Agreement and the Sale and Servicing Fiscal Agency Agreement have been duly authorized, executed and delivered by the Seller, Province and are legal, each is a valid and legally binding agreement of the Province, except as rights to indemnity and contribution hereunder may be limited under applicable law. (iii) The Securities, when duly executed, authenticated and delivered to and paid for by the Underwriters in accordance with the provisions of this Agreement and the Fiscal Agency Agreement, will constitute valid, legally binding, direct and unconditional general obligations of the Seller enforceable against the Seller Province in accordance with their termsrespective terms and will rank equally and ratably with all other unsecured and unsubordinated indebtedness of the Province outstanding on the date of issue of the Securities. (iv) All authorizations, subject approvals, consents, orders and waivers required under British Columbian and Canadian law to permit the effect execution and delivery of any applicable bankruptcythis Agreement and the Fiscal Agency Agreement, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally the issuance of the Securities and to the effect performance by the Province of general principles of equity, including concepts of materiality, reasonableness, good faith its obligations hereunder and fair dealing (regardless of whether considered thereunder have been obtained and are in a proceeding in equity or at law)full force and effect. (v) This Agreement has been duly authorizedProceedings may be brought against the Province in the Supreme Court of British Columbia and no applicable law requires the consent of any public official or authority for proceedings to be brought or judgment to be obtained against the Province arising out of or relating to obligations under the Securities, executed nor is any immunity from jurisdiction available to the Province in any proceedings in the Supreme Court of British Columbia brought in accordance with the Crown Proceeding Act (British Columbia) and delivered by each within applicable limitation periods, whether or not a party to the proceedings or the holder of the Seller and CNHICAa Security is resident within British Columbia or is a citizen of Canada. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Time of Sale Information and Final Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings caption “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “AmendmentsBonds”, insofar as such statements constitute a summary of the Notesdocuments referred to therein, are accurate in all material respects, subject to the qualifications therein stated. (vii) The statements in the Time of Sale Information and Final Prospectus under the caption “Tax Matters—Canadian Taxation” (which references the statements under “Description of Debt Securities and Warrants—Canadian Taxation”), to the extent that they constitute summaries of legal matters referred to therein, fairly summarize in all material respects the legal matters referred to therein. d) The Underwriters shall have received an opinion of Osler, ▇▇▇▇▇▇ & Harcourt LLP, Canadian counsel to the Underwriters, given in respect of the laws of British Columbia and Canada, dated the Closing Date, as to the matters specified in subdivisions (i) through (vii) of paragraph (c) of this Section 9, subject to such qualifications and based on such assumptions as are customary in British Columbia in respect of an opinion of this type. In rendering such opinion, Osler, ▇▇▇▇▇▇ & Harcourt LLP may rely upon a certificate (which may be unaudited) of the Minister of Finance of the Province, the CertificatesDeputy Minister of Finance of the Province or another officer of the Ministry of Finance of the Province satisfactory to the Representatives as to factual matters. The opinion shall state in effect that on the basis of an independent examination of such records, certificates and other documents and such questions of law as Osler, ▇▇▇▇▇▇ & Harcourt LLP have deemed necessary or appropriate, the Indentureopinion of the Attorney General, the Administration AgreementDeputy Attorney General, the Sale Assistant Deputy Attorney General, Legal Services Branch, Ministry of Attorney General of the Province, a Senior Legal Counsel, Legal Services Branch, Ministry of Attorney General of the Province or another officer of the Ministry of Attorney General of the Province satisfactory to the Representatives, as the case may be, Canadian counsel to the Province, is in form and Servicing Agreement substance satisfactory to them and they believe that the Representatives are justified in relying thereon. e) The Underwriters shall have received the opinion of Shearman & Sterling LLP, United States counsel for the Province, dated the Closing Date, subject to such qualifications and based upon such assumptions as are customary in the United States in respect of such opinion, to the effect that: (i) The Securities are exempted securities under the Trust AgreementIndenture Act of 1939, as amended (the “Trust Indenture Act”), and no qualification of an indenture in respect of the Securities under the Trust Indenture Act is required for the issuance, sale and delivery of the Securities. (ii) The statements in the Time of Sale Information and Final Prospectus under “Description of Bonds” and “Description of Debt Securities and Warrants”, insofar as such statements constitute a summary of documents referred to therein, fairly present summarize in all material respects the documents referred to therein. (iii) The statements in the Time of Sale Information, and Final Prospectus under “Description of Debt Securities and Warrants — United States Federal Income Taxation”, as supplemented by “Tax Matters — United States Taxation”, and “Description of Debt Securities and Warrants — United Kingdom Taxation” as supplemented by “Tax Matters — United Kingdom Taxation”, to the extent that they constitute summaries of legal matters referred to therein, fairly summarize in all material respects the legal matters referred to therein. (xviiiiv) No consentBased upon such counsel’s participation in conferences with representatives of the Province, approval, authorization or order of, or filing with, any governmental agency or body or any court is required counsel for the consummation Province and their examination of specified documents, no facts have come to such counsel’s attention which caused such counsel to believe that (A) the Registration Statement (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of the transactions contemplated by date of this Agreement Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) the Time of Sale Information (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of the Time of Sale, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (C) the Final Prospectus (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of its date or the Basic DocumentsClosing Date, except such as are required and have been obtained and made under contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the Actstatements therein, in the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing light of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required circumstances under state securities laws (it being understood that this opinion will be given only with respect to such consentswhich they were made, approvalsnot misleading, authorizations, orders and filings thatand, in such counsel’s experienceopinion, are customarily applicable the Registration Statement and the Final Prospectus (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment) appear on their face to be appropriately responsive in transactions all material respects to the requirements of the type contemplated by Securities Act and the applicable rules and regulations of the SEC thereunder. f) The Underwriters shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Underwriters, dated the Closing Date, as to the matters specified in subdivisions (i), and (iv) (but only as of the date of this Agreement as to clause (A)) of paragraph (e) of this Section 9, subject to such qualifications and based upon such assumptions as are customary in the Basic Documents)United States in respect of such opinions. In considering such opinion, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may rely on the opinion of counsel named in paragraph (d) of this Section 9 as to matters of British Columbian and Canadian law and procedure. (xixg) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as Underwriters shall have received a result certificate of the offer and sale Minister of Finance of the Notes as contemplated in Province, the Prospectus and this Agreement or as a result Deputy Minister of Finance of the issuance Province or another officer of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning Ministry of Finance of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect Province satisfactory to the Trust. (xxii) The Registration Statement is effective under Representatives, dated the ActClosing Date, any required filings of in which such Minister, Deputy Minister or other officer, as the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), andcase may be, to the best of his or her knowledge after reasonable investigation, shall state that the representations and warranties of such counselthe Province in this Agreement are true and correct, that the Province has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending contemplated by the SEC. h) The purchase and sale of the Securities in accordance with the provisions hereof shall not be prohibited by any statute, order, rule or regulation promulgated by any legislative, executive or regulatory body or authority of Canada, the United States of America, the Province or the State of New York. i) The Province shall have furnished to the Underwriters and to counsel for the Underwriters such further certificates and documents as the Representatives and such counsel reasonably request. j) Subsequent to the execution of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any placing on credit watch with negative implications, in the ratings accorded the debt securities of the Province by any nationally recognized statistical rating agency in the United States. All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory to the Representatives. The Province will furnish the Underwriters with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. If any of the above conditions shall not have been fulfilled as reasonably contemplated under herein, this Agreement and all obligations of the Act; and the Registration Statement and the ProspectusUnderwriters hereunder may be terminated with respect to Securities at, and each amendment or supplement theretoat any time prior to, as of the Closing Date (in by the case Representatives on behalf of the Registration Statement) and as Underwriters, without any liability on the part of their respective issue dates (in any Underwriter to the case Province or of the Prospectus Province to any Underwriter, except as provided in Section 6, Section 10 and each supplement thereto), complied Section 13 hereof. Notice of such cancellation shall be given as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust soon as practicable in accordance with their terms, subject to the effect Section 14 of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generthis Agreement.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Offered Securities will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller Company herein, to the accuracy of the statements of officers of CNHICA and the Seller Company made pursuant to the provisions hereof, to the performance by CNHICA and the Seller Company of their respective its obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior The Prospectus as amended or supplemented in relation to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto applicable Offered Securities shall have been filed with the Commission in the manner and pursuant to Rule 424(b) within the applicable time period required under Rule 424 under the Act prescribed for such filing (without reference to reliance on Rule 424(b)(8)) in accordance with by the Rules and Regulations and in accordance with Section 6(a5(a) hereof; andif the Company has elected to rely upon Rule 462(b), prior to the Closing DateRule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington, D.C. time, on the date hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings proceeding for that purpose shall have been instituted or, initiated or to the knowledge of the Seller or you, shall be contemplated Company threatened by the Commission or by any authority administering any state securities or blue sky lawCommission; and any all requests for additional information from on the part of the Commission shall have been complied with. (b) The Underwriters shall have received from Deloitte & Touche LLP a comfort letter dated the date hereof and a bring-down comfort letter dated the Closing Date, in form and content satisfactory to the Underwriters and their counsel, acting reasonably, containing statements and information of the type ordinarily included in accountants’ long-form comfort letters to underwriters with respect to the Registration Statement financial statements and other financial information of the Company and its subsidiaries included in the Disclosure Package and the Preliminary Prospectus; provided that the letter delivered on the Closing Date shall have been complied with use a “cut-off” date no more than three business days prior to your satisfactionthe Closing Date. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this AgreementApplicable Time, there shall not have occurred been (i) any change, or any development or event involving a prospective change, in the financial condition, business, properties or affecting particularly the business or properties results of operations of the TrustCompany and its subsidiaries taken as a whole, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the UnderwritersRepresentatives, materially impairs the investment quality of the Notes or is material and adverse and makes it impractical or inadvisable to market proceed with completion of the Notesoffering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities or preferred stock of the Company by any “nationally recognized statistical rating organization” (as such term is defined in Section 3 of the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iiiiv) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. the Company on any exchange or in the over-the-counter market whichmarket, in other than at a time when the judgment of the Underwriters, makes it impractical or inadvisable to market the Notesimmediately prior subsection (iii) also applies; (ivv) any banking moratorium declared by U.S. Federal or New York authorities; (vvi) any material disruption in settlements of securities or clearance services in the United States; or (vii) any attack on, or outbreak or escalation of major hostilities in which or act of terrorism involving, the United States is involvedStates, any declaration of war by Congress, the United States Congress or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the UnderwritersRepresentatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity, calamity or emergency or change makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Notes; or Offered Securities. (vid) a material disruption has occurred in securities settlement or clearance services The Underwriters shall have received an opinion, dated the Closing Date, of ▇▇▇▇▇▇▇ ▇. ▇▇▇, Vice President, Chief Corporate Counsel and Corporate Secretary of Berkshire Hathaway Energy Company, as appointed counsel for the Company, substantially in the United Statesform of Exhibit A hereto. (e) You The Underwriters shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trusteeopinion, dated the Closing Date and satisfactory Date, of ▇▇▇▇▇▇▇ Coie LLP, special counsel to the Company, substantially in the form of Exhibit B hereto. (f) The Underwriters shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, in form and substance to you and your counsel, satisfactory to the effect that: (i) Each of CNHICA Underwriters, and the Seller is an existing limited liability company in good standing under Company shall have furnished to such counsel such documents as they request for the laws purpose of enabling them to pass upon such matters. In rendering such opinion or opinions, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP may rely as to the incorporation of the State Company and all other matters governed by Oregon law upon the opinion of Delaware with power and authority ▇▇▇▇▇▇▇ Coie LLP referred to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trusteeabove. (iig) The direction by Underwriters shall have received a certificate, dated the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller andClosing Date, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 President or any Vice President and a principal financial or accounting officer of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee Company in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to which such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending orofficers, to the best of such counsel’s knowledgetheir knowledge after reasonable investigation, threatened before any court, administrative agencyshall state that: (i) the representations and warranties of the Company in this Agreement are true and correct, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution true and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform correct in all material respects where such representations and warranties are not qualified by materiality or Material Adverse Effect and (ii) that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the description thereof contained in Closing Date; and (iii) that, subsequent to the Prospectus and any supplement thereto. (xvi) The date of the most recent financial statements in in, or incorporated by reference in, the Preliminary Prospectus, Prospectus and there has been no material adverse change, nor any supplement thereto under development or event involving a prospective material adverse change, in the headings “Overview financial condition, business or results of Transaction—ERISA Considerations”, “Legal Aspects operations of the Receivables”, Company and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained its subsidiaries taken as a whole except as set forth in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus Disclosure Package and the Prospectus and any supplements thereto pursuant to Rule 424 under or as described in such certificate. The Company will furnish the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge Underwriters with such conformed copies of such counselopinions, no stop order suspending certificates, letters and documents as the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of Underwriters reasonably request. The Underwriters may waive compliance with any conditions to their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulationsobligations hereunder. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights gener

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters to purchase and pay for the Notes Securities will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller Province herein, to the accuracy of the statements of officers the representatives of CNHICA and the Seller Province made pursuant to the provisions hereof, to the performance by CNHICA and the Seller Province of their respective its obligations hereunder and with regard to the Securities and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller Province or youthe Representatives, shall be contemplated by the Commission or by any authority administering any state securities or blue sky lawSEC; and any requests for additional information from the Commission with respect each Issuer Free Writing Prospectus, to the Registration Statement extent required by Rule 433 under the Securities Act, shall have been complied filed with to your satisfaction. (c) On or prior to the date hereof, you SEC under the Securities Act; and the Final Prospectus shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection been filed with the Receivables in form and substance satisfactory SEC pursuant to you and your counsel. On Rule 424 not later than 5:00 p.m. New York City time, on the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of second business day following the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counselthis Agreement. (db) Subsequent to the execution and delivery of this AgreementAgreement and prior to the Closing Date, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material adverse change in the financial markets iffinancial, economic or political condition of the Province from that set forth in the judgment Registration Statement, the Time of Sale Information and the Final Prospectus; and the Underwriters shall have received, on the Closing Date, a certificate dated the Closing Date and signed by the Minister of Finance of the UnderwritersProvince, the effect Deputy Minister of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion Finance of the sale Province or another officer of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services Ministry of Finance satisfactory to the Representatives to the effect set forth in the United Statesfirst clause of this Section 9(b). (ec) You The Underwriters shall have received an opinion or opinions (or, in the case of the penultimate paragraph Attorney General of this clause (e)the Province, the Deputy Attorney General of the Province, Assistant Deputy Attorney General, Legal Services Branch, Ministry of Attorney General of the Province, a negative assurance letter) Senior Legal Counsel, Legal Services Branch, Ministry of Attorney General of the Province or another officer of the Ministry of Attorney General of the Province satisfactory to the Representatives, as Canadian counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture TrusteeProvince, dated the Closing Date and satisfactory in form and substance to you and your counselDate, to the effect thatthat under the laws of British Columbia and Canada and subject to such qualifications and based on such assumptions as are customary in British Columbia in respect of an opinion of this type: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with The Province has full power and authority to own its properties execute and conduct its business as described in the Prospectus and to enter into and perform its obligations under deliver this Agreement and to issue and sell the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture TrusteeSecurities. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust This Agreement and the Sale and Servicing Fiscal Agency Agreement have been duly authorized, executed and delivered by the Seller, Province and are legal, each is a valid and legally binding agreement of the Province, except as rights to indemnity and contribution hereunder may be limited under applicable law. (iii) The Securities, when duly executed, authenticated and delivered to and paid for by the Underwriters in accordance with the provisions of this Agreement and the Fiscal Agency Agreement, will constitute valid, legally binding, direct and unconditional general obligations of the Seller enforceable against the Seller Province in accordance with their termsrespective terms and will rank equally and ratably with all other unsecured and unsubordinated indebtedness of the Province outstanding on the date of issue of the Securities. (iv) All authorizations, subject approvals, consents, orders and waivers required under British Columbian and Canadian law to permit the effect execution and delivery of any applicable bankruptcythis Agreement and the Fiscal Agency Agreement, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally the issuance of the Securities and to the effect performance by the Province of general principles of equity, including concepts of materiality, reasonableness, good faith its obligations hereunder and fair dealing (regardless of whether considered thereunder have been obtained and are in a proceeding in equity or at law)full force and effect. (v) This Agreement has been duly authorizedProceedings may be brought against the Province in the Supreme Court of British Columbia and no applicable law requires the consent of any public official or authority for proceedings to be brought or judgment to be obtained against the Province arising out of or relating to obligations under the Securities, executed nor is any immunity from jurisdiction available to the Province in any proceedings in the Supreme Court of British Columbia brought in accordance with the Crown Proceeding Act (British Columbia) and delivered by each within applicable limitation periods, whether or not a party to the proceedings or the holder of the Seller and CNHICAa Security is resident within British Columbia or is a citizen of Canada. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Time of Sale Information and Final Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings caption “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “AmendmentsBonds”, insofar as such statements constitute a summary of the Notesdocuments referred to therein, are accurate in all material respects, subject to the qualifications therein stated. (vii) The statements in the Time of Sale Information and Final Prospectus under the caption “Tax Matters—Canadian Taxation” (which references the statements under “Description of Debt Securities and Warrants—Canadian Taxation”), to the extent that they constitute summaries of legal matters referred to therein, fairly summarize in all material respects the legal matters referred to therein. d) The Underwriters shall have received an opinion of O▇▇▇▇, H▇▇▇▇▇ & Harcourt LLP, Canadian counsel to the Underwriters, given in respect of the laws of British Columbia and Canada, dated the Closing Date, as to the matters specified in subdivisions (i) through (vii) of paragraph (c) of this Section 9, subject to such qualifications and based on such assumptions as are customary in British Columbia in respect of an opinion of this type. In rendering such opinion, O▇▇▇▇, H▇▇▇▇▇ & Harcourt LLP may rely upon a certificate (which may be unaudited) of the Minister of Finance of the Province, the CertificatesDeputy Minister of Finance of the Province or another officer of the Ministry of Finance of the Province satisfactory to the Representatives as to factual matters. The opinion shall state in effect that on the basis of an independent examination of such records, certificates and other documents and such questions of law as O▇▇▇▇, H▇▇▇▇▇ & Harcourt LLP have deemed necessary or appropriate, the Indentureopinion of the Attorney General, the Administration AgreementDeputy Attorney General, the Sale Assistant Deputy Attorney General, Legal Services Branch, Ministry of Attorney General of the Province, a Senior Legal Counsel, Legal Services Branch, Ministry of Attorney General of the Province or another officer of the Ministry of Attorney General of the Province satisfactory to the Representatives, as the case may be, Canadian counsel to the Province, is in form and Servicing Agreement substance satisfactory to them and they believe that the Representatives are justified in relying thereon. e) The Underwriters shall have received the opinion of A▇▇▇▇ ▇▇▇▇▇ S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ US LLP, United States counsel for the Province, dated the Closing Date, subject to such qualifications and based upon such assumptions as are customary in the United States in respect of such opinion, to the effect that: (i) The Securities are exempted securities under the Trust AgreementIndenture Act of 1939, as amended (the “Trust Indenture Act”), and no qualification of an indenture in respect of the Securities under the Trust Indenture Act is required for the issuance, sale and delivery of the Securities. (ii) The statements in the Time of Sale Information and Final Prospectus under “Description of Bonds” and “Description of Debt Securities and Warrants”, insofar as such statements constitute a summary of documents referred to therein, fairly present summarize in all material respects the documents referred to therein. (iii) The statements in the Time of Sale Information, and Final Prospectus under “Description of Debt Securities and Warrants — United States Federal Income Taxation”, as supplemented by “Tax Matters — United States Taxation”, to the extent that they constitute summaries of legal matters referred to therein, fairly summarize in all material respects the legal matters referred to therein. (xviiiiv) No consentBased upon such counsel’s participation in conferences with representatives of the Province, approval, authorization or order of, or filing with, any governmental agency or body or any court is required counsel for the consummation Province and their examination of specified documents, no facts have come to such counsel’s attention which caused such counsel to believe that (A) the Registration Statement (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of the transactions contemplated by date of this Agreement Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) the Time of Sale Information (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of the Time of Sale, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (C) the Final Prospectus (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of its date or the Basic DocumentsClosing Date, except such as are required and have been obtained and made under contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the Actstatements therein, in the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing light of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required circumstances under state securities laws (it being understood that this opinion will be given only with respect to such consentswhich they were made, approvalsnot misleading, authorizations, orders and filings thatand, in such counsel’s experienceopinion, are customarily applicable the Registration Statement and the Final Prospectus (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment) appear on their face to be appropriately responsive in transactions all material respects to the requirements of the type contemplated Securities Act and the applicable rules and regulations of the SEC thereunder. f) The Underwriters shall have received an opinion of Linklaters LLP, United Kingdom counsel for the Province, dated the Closing Date, subject to such qualifications and based upon such assumptions as are customary in the United Kingdom in respect of such opinion, to the effect that the statements in the Time of Sale Information, and Final Prospectus under “Description of Debt Securities and Warrants — United Kingdom Taxation” as supplemented by “Tax Matters — United Kingdom Taxation”, to the extent that they constitute summaries of legal matters referred to therein, fairly summarize in all material respects the legal matters referred to therein. g) The Underwriters shall have received an opinion of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, United States counsel for the Underwriters, dated the Closing Date, as to the matters specified in subdivisions (i), and (iv) (but only as of the date of this Agreement as to clause (A)) of paragraph (e) of this Section 9, subject to such qualifications and based upon such assumptions as are customary in the Basic Documents)United States in respect of such opinions. In considering such opinion, D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP may rely on the opinion of counsel named in paragraph (d) of this Section 9 as to matters of British Columbian and Canadian law and procedure. (xixh) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as Underwriters shall have received a result certificate of the offer and sale Minister of Finance of the Notes as contemplated in Province, the Prospectus and this Agreement or as a result Deputy Minister of Finance of the issuance Province or another officer of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning Ministry of Finance of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect Province satisfactory to the Trust. (xxii) The Registration Statement is effective under Representatives, dated the ActClosing Date, any required filings of in which such Minister, Deputy Minister or other officer, as the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), andcase may be, to the best of his or her knowledge after reasonable investigation, shall state that the representations and warranties of such counselthe Province in this Agreement are true and correct, that the Province has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending contemplated by the SEC. i) The purchase and sale of the Securities in accordance with the provisions hereof shall not be prohibited by any statute, order, rule or regulation promulgated by any legislative, executive or regulatory body or authority of Canada, the United States of America, the Province or the State of New York. j) The Province shall have furnished to the Underwriters and to counsel for the Underwriters such further certificates and documents as the Representatives and such counsel reasonably request. k) Subsequent to the execution of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any placing on credit watch with negative implications, in the ratings accorded the debt securities of the Province by any nationally recognized statistical rating agency in the United States. All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory to the Representatives. The Province will furnish the Underwriters with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. If any of the above conditions shall not have been fulfilled as reasonably contemplated under herein, this Agreement and all obligations of the Act; and Underwriters hereunder may be terminated with respect to the Registration Statement and the ProspectusSecurities at, and each amendment or supplement theretoat any time prior to, as of the Closing Date (in by the case Representatives on behalf of the Registration Statement) and as Underwriters, without any liability on the part of their respective issue dates (in any Underwriter to the case Province or of the Prospectus Province to any Underwriter, except as provided in Section 6, Section 10 and each supplement thereto), complied Section 13 hereof. Notice of such termination shall be given as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust soon as practicable in accordance with their terms, subject to the effect Section 14 of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generthis Agreement.

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters to purchase and pay for the Notes Securities will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller Province herein, to the accuracy of the statements of officers the representatives of CNHICA and the Seller Province made pursuant to the provisions hereof, to the performance by CNHICA and the Seller Province of their respective its obligations hereunder and with regard to the Securities and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller Province or youthe Representatives, shall be contemplated by the Commission or by any authority administering any state securities or blue sky lawSEC; and any requests for additional information from the Commission with respect each Issuer Free Writing Prospectus, to the Registration Statement extent required by Rule 433 under the Securities Act, shall have been complied filed with to your satisfaction. (c) On or prior to the date hereof, you SEC under the Securities Act; and the Final Prospectus shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection been filed with the Receivables in form and substance satisfactory SEC pursuant to you and your counsel. On Rule 424 not later than 5:00 p.m. New York City time, on the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of second business day following the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counselthis Agreement. (db) Subsequent to the execution and delivery of this AgreementAgreement and prior to the Closing Date, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material adverse change in the financial markets iffinancial, economic or political condition of the Province from that set forth in the judgment Registration Statement, the Time of Sale Information and the Final Prospectus; and the Representatives shall have received, on the Closing Date, a certificate dated the Closing Date and signed by the Minister of Finance of the UnderwritersProvince, the effect Deputy Minister of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion Finance of the sale Province or another officer of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services Ministry of Finance satisfactory to the Representatives to the effect set forth in the United Statesfirst clause of this Section 9(b). (ec) You The Representatives shall have received an opinion or opinions (or, in the case of the penultimate paragraph Attorney General of this clause (e)the Province, the Deputy Attorney General of the Province, Assistant Deputy Attorney General, Legal Services Branch, Ministry of Attorney General of the Province, a negative assurance letter) Senior Legal Counsel, Legal Services Branch, Ministry of Attorney General of the Province or another officer of the Ministry of Attorney General of the Province satisfactory to the Representatives, as Canadian counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture TrusteeProvince, dated the Closing Date and satisfactory in form and substance to you and your counselDate, to the effect thatthat under the laws of British Columbia and Canada and subject to such qualifications and based on such assumptions as are customary in British Columbia in respect of an opinion of this type: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with The Province has full power and authority to own its properties execute and conduct its business as described in the Prospectus and to enter into and perform its obligations under deliver this Agreement and to issue and sell the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture TrusteeSecurities. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust This Agreement and the Sale and Servicing Fiscal Agency Agreement have been duly authorized, executed and delivered by the Seller, Province and are legal, each is a valid and legally binding agreement of the Province, except as rights to indemnity and contribution hereunder may be limited under applicable law. (iii) The Securities, when duly executed, authenticated and delivered to and paid for by the Underwriters in accordance with the provisions of this Agreement and the Fiscal Agency Agreement, will constitute valid, legally binding, direct and unconditional general obligations of the Seller enforceable against the Seller Province in accordance with their termsrespective terms and will rank equally and ratably with all other unsecured and unsubordinated indebtedness of the Province. (iv) All authorizations, subject approvals, consents, orders and waivers required under British Columbian and Canadian law to permit the effect execution and delivery of any applicable bankruptcythis Agreement and the Fiscal Agency Agreement, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally the issuance of the Securities and to the effect performance by the Province of general principles of equity, including concepts of materiality, reasonableness, good faith its obligations hereunder and fair dealing (regardless of whether considered thereunder have been obtained and are in a proceeding in equity or at law)full force and effect. (v) This Agreement has been duly authorizedProceedings may be brought against the Province in the Supreme Court of British Columbia and no applicable law requires the consent of any public official or authority for proceedings to be brought or judgment to be obtained against the Province arising out of or relating to obligations under the Securities, executed nor is any immunity from jurisdiction available to the Province in any proceedings in the Supreme Court of British Columbia brought in accordance with the Crown Proceeding Act (British Columbia) and delivered by each within applicable limitation periods, whether or not a party to the proceedings or the holder of the Seller and CNHICAa Security is resident within British Columbia or is a citizen of Canada. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Time of Sale Information and Final Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings captions “Description of the Notes”, Bonds” and “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “AmendmentsUnderwriting”, insofar as such statements constitute a summary of the Noteslegal matters or documents referred to therein, are accurate in all material respects, subject to the Certificatesqualifications therein stated. (vii) The statements in the Time of Sale Information and Final Prospectus under the caption “Tax Matters—Canadian Taxation”, to the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreementextent that they constitute summaries of legal matters referred to therein, fairly present summarize in all material respects the legal matters referred to therein. (xviiiviii) No consentAlthough such counsel is not passing upon and assumes no responsibility for the accuracy, approvalcompleteness or fairness of the statements contained in the Registration Statement, authorization the Time of Sale Information and the Final Prospectus, as amended or order ofsupplemented, based upon such counsel’s participation in conferences with representatives of the Province at which the contents of the Registration Statement, Time of Sale Information and the Final Prospectus and related matters were discussed, no facts have come to such counsel’s attention which lead such counsel to believe that (A) the Registration Statement (other than the financial statements and other financial or statistical data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), at the time each part became effective or on the date of this Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) that the Time of Sale Information (other than the financial statements or other financial or statistical data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of the Time of Sale, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or filing with(C) that the Final Prospectus (other than the financial statements or other financial or statistical data contained therein or omitted therefrom, any governmental agency as to which such counsel has not been requested to comment), as of its date or body the Closing Date, contained or any court contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, the Attorney General of the Province, the Deputy Attorney General of the Province, Assistant Deputy Attorney General, Legal Services Branch, Ministry of Attorney General of the Province, a Senior Legal Counsel, Legal Services Branch, Ministry of Attorney General of the Province or other officer of the Ministry of Attorney General of the Province satisfactory to the Representatives, as the case may be, may rely upon the opinion of Shearman & Sterling LLP, United States counsel to the Province, as to matters of United States law and procedure, and no opinion need be expressed as to the financial statements and other financial and statistical information contained in or omitted from the Registration Statement, Time of Sale Information and Final Prospectus. d) The Representatives shall have received an opinion of Farris, Vaughan, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Canadian counsel to the Underwriters, given in respect of the laws of British Columbia and Canada, dated the Closing Date, as to the matters specified in subdivisions (i) through (viii)(but only as of the date of this Agreement as to clause (A) of subdivision (viii)) of paragraph (c) of this Section 9, subject to such qualifications and based on such assumptions as are customary in British Columbia in respect of an opinion of this type. In rendering such opinion, Farris, Vaughan, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may rely upon the opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel to the Underwriters, as to matters of United States law and procedure, and may also rely upon a certificate (which may be unaudited) of the Deputy Minister of Finance of the Province or another officer of the Ministry of Finance of the Province satisfactory to the Representatives as to the securities of the Province and the borrowings outstanding on the Closing Date. The opinion shall state in effect that on the basis of an independent examination of such records, certificates and other documents and such questions of law as Farris, Vaughan, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP have deemed necessary or appropriate, the opinion of the Attorney General, the Deputy Attorney General, the Assistant Deputy Attorney General, Legal Services Branch, Ministry of Attorney General of the Province, a Senior Legal Counsel, Legal Services Branch, Ministry of Attorney General of the Province or another officer of the Ministry of Attorney General of the Province satisfactory to the Representatives, as the case may be, Canadian counsel to the Province, is in form and substance satisfactory to them and they believe that the Representatives are justified in relying thereon. e) The Representatives shall have received the opinion of Shearman & Sterling LLP, United States counsel for the Province, dated the Closing Date, subject to such qualifications and based upon such assumptions as are customary in the United States in respect of such opinion, to the effect that: (i) The Securities are exempted securities under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and no qualification of an indenture in respect of the Securities under the Trust Indenture Act is required for the consummation issuance, sale and delivery of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and Securities. (ii) The statements in the filing Time of UCC financing statementsSale Information and Final Prospectus under “Description of Bonds,” “Description of Debt Securities and Warrants” and “Underwriting”, insofar as such statements constitute a summary of documents referred to therein, fairly summarize in all material respects the documents referred to therein. (iii) The statements in the Time of Sale Information, and Final Prospectus under “Description of Debt Securities and Warrants — United States Federal Income Taxation”, as supplemented by “Tax Matters — United States Taxation”, and “Description of Debt Securities and Warrants — United Kingdom Taxation” as supplemented by “Tax Matters — United Kingdom Taxation”, to the extent that they constitute summaries of legal matters referred to therein, fairly summarize in all material respects the legal matters referred to therein. (iv) Based upon such as may be required under state securities laws (it being understood that this opinion will be given only counsel’s participation in conferences with respect representatives of the Province, counsel for the Province and their examination of specified documents, no facts have come to such consentscounsel’s attention which caused such counsel to believe that (A) the Registration Statement (other than the financial statements and other financial or statistical data contained therein or omitted therefrom, approvalsas to which such counsel has not been requested to comment), authorizationsas of the date of this Agreement, orders contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) the Time of Sale Information (other than the financial statements and filings thatother financial or statistical data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of the Time of Sale, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (C) the Final Prospectus (other than the financial statements and other financial or statistical data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of its date or the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in such counsel’s experienceopinion, are customarily applicable the Registration Statement and the Final Prospectus (other than the financial statements and other financial or statistical data contained therein or omitted therefrom, as to which such counsel has not been requested to comment) appear on their face to be appropriately responsive in transactions all material respects to the requirements of the type contemplated by Securities Act and the applicable rules and regulations of the SEC thereunder. In rendering such opinion, Shearman & Sterling LLP may rely on the opinion of counsel named in paragraph (c) of this Section 9 as to matters of British Columbian and Canadian law and procedure. f) The Representatives shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Underwriters, dated the Closing Date, as to the matters specified in subdivisions (i), and (iv) (but only as of the date of this Agreement as to clause (A)) of paragraph (e) of this Section 9, subject to such qualifications and based upon such assumptions as are customary in the Basic Documents)United States in respect of such opinions. In considering such opinion, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may rely on the opinion of counsel named in paragraph (d) of this Section 9 as to matters of British Columbian and Canadian law and procedure. (xixg) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as Representatives shall have received a result certificate of the offer and sale Minister of Finance of the Notes as contemplated in Province, the Prospectus and this Agreement or as a result Deputy Minister of Finance of the issuance Province or another officer of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning Ministry of Finance of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect Province satisfactory to the Trust. (xxii) The Registration Statement is effective under Representatives, dated the ActClosing Date, any required filings of in which such Minister, Deputy Minister or other officer, as the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), andcase may be, to the best of his or her knowledge after reasonable investigation, shall state that the representations and warranties of such counselthe Province in this Agreement are true and correct, that the Province has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending contemplated by the SEC. h) The purchase and sale of the Securities in accordance with the provisions hereof shall not be prohibited by any statute, order, rule or regulation promulgated by any legislative, executive or regulatory body or authority of Canada, the United States of America, the Province or the State of New York. i) The Province shall have furnished to the Representatives and to counsel for the Underwriters such further certificates and documents as the Representatives and such counsel reasonably request. j) Subsequent to the execution of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any placing on credit watch with negative implications, in the ratings accorded the debt securities of the Province by any nationally recognized statistical rating agency in the United States. All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory to the Representatives. The Province will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. If any of the above conditions shall not have been fulfilled as reasonably contemplated under herein, this Agreement and all obligations of the Act; and the Registration Statement and the ProspectusUnderwriters hereunder may be terminated with respect to Securities at, and each amendment or supplement theretoat any time prior to, as of the Closing Date (in by the case Representatives on behalf of the Registration Statement) and as of their respective issue dates (in Underwriters, without any liability on the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect part of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generUnderwrit

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will Shares as provided herein on the Closing Date and, with respect to the Option Shares, the Option Closing Date, shall be subject to the accuracy of the representations and warranties on the part of CNHICA the Company set forth in SECTION 3 hereof as of the date hereof and as of the Seller hereinClosing Date as though then made and, with respect to the Option Shares, as of the Option Closing Date as though then made, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the timely performance by CNHICA the Company of its covenants and the Seller of their respective other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions: (a) If Notification that the Registration Statement has not become effective prior to shall be received by the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective Representatives not later than (i) 6:00 p.m. New York City time 10:00 a.m., Charlotte, North Carolina time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the first full business day following after the day on which Effective Date or at such later date and time as shall be consented to in writing by the public offering price was determinedRepresentatives and all filings required by Rule 424, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each Rule 430A and Rule 434 of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(ashall have been made. (i) hereof; and, prior to the Closing Date, no No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted orbe pending or threatened by the Commission, to (ii) no order suspending the knowledge effectiveness of the Seller Registration Statement or you, the qualification or registration of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before or threatened or contemplated by the Commission or by the authorities of any authority administering such jurisdiction, (iii) any state securities or blue sky law; and any requests request for additional information from on the part of the staff of the Commission with respect to the Registration Statement or any such authorities shall have been complied with to your satisfaction.the satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to the Representatives and made available to the Underwriters and the Underwriters did not object thereto in good faith, and the Representatives shall have received certificates, dated the Closing Date and, with respect to the Option Shares, the Option Closing Date and signed by the Chief Executive Officer or the Chairman of the Board of Directors of the Company and the Chief Financial Officer of the Company (who may, as to proceedings threatened, rely upon the best of their information and belief), to the effect of clauses (i), (ii) and (iii) hereof. The NASD shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements (c) On or prior to Since the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated respective dates as of a date at least five business days prior to which information is given in the date hereof relating to the loan file review performed in connection with the Receivables in form Registration Statement and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable(i) there shall not have been a Material Adverse Change, that are substantially and there shall have been no material transaction, contract or agreement entered into by the Company or any of its subsidiaries other than in the form ordinary course of business, in each case other than as set forth in or contemplated by the Registration Statement and the Prospectus, and (ii) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Registration Statement and the Prospectus, if in the Representatives' judgment any such development is so material as to make it impracticable or inadvisable to consummate the sale and delivery of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counselShares by the Underwriters at the public offering price. (d) Subsequent to Since the execution respective dates as of which information is given in the Registration Statement and delivery of this Agreementthe Prospectus, there shall not have occurred (i) any changebeen no litigation or other proceeding instituted or threatened against the Company, its subsidiaries or any development involving a prospective changeof the Company's officers or directors in their capacities as such, before or by any Federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or affecting particularly the business proceeding an unfavorable ruling, decision or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, finding could result in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United StatesMaterial Adverse Change. (e) You Each of the representations and warranties of the Company contained herein shall be true and correct in all material respects at the Closing Date and, with respect to the Option Shares, at the Option Closing Date, as if made at the Closing Date and, with respect to the Option Shares, at the Option Closing Date, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to the Closing Date and, with respect to the Option Shares, at or prior to the Option Closing Date, shall have been duly performed, fulfilled or complied with in all material respects. (f) The Representatives shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trusteeopinion, dated the Closing Date and, with respect to the Option Shares, the Option Closing Date, and satisfactory in form and substance to you and your the Representatives' counsel, from ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel to the Company, to the effect that: (i) Each of CNHICA The Company has been duly incorporated and the Seller is an validly existing limited liability company in good standing as a corporation under the laws of the State of Delaware with Delaware. (ii) The Company has corporate power and authority to own own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA authorized, issued and outstanding capital stock of the Company (including the Common Stock) conform to the Indenture Trustee to authenticate descriptions thereof set forth in the Notes has Prospectus. All of the outstanding shares of Common Stock have been duly authorized by CNHICAand validly issued, are fully paid and nonassessable and, when to the Notes best of such counsel's knowledge, have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee issued in accordance compliance with the Indenture registration and delivered qualification requirements of federal and paid for by state securities laws. The form of certificate used to evidence the Underwriters pursuant to this Agreement, Common Stock is in due and proper form and complies with all applicable requirements of the Notes will be validly charter and legally issued by-laws of the Company and outstanding and entitled to the benefits and security afforded by General Corporation Law of the Indenture, subject to the effect State of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law)Delaware. (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorizedby, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA agreement of, the Company, enforceable against CNHICA in accordance with its terms, subject except as rights to indemnification thereunder may be limited by applicable law and except as the effect of any applicable enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar law laws relating to or affecting creditors’ ' rights generally and to the effect of or by general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law)equitable principles. (viiv) The execution, delivery Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and performance of sale pursuant to this Agreement and, when issued and delivered by the Basic Documents, as applicable, Company pursuant to this Agreement against payment and receipt by CNHICA and the Seller, and the consummation Company of the transactions contemplated therebyconsideration set forth therein, will not conflict withbe validly issued, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subjectfully paid and nonassessable. (viiivi) The execution, delivery and performance of this Agreement Registration Statement and the Basic DocumentsRule 462(b) Registration Statement, as applicableif any, has been declared effective by CNHICA and the SellerCommission under the Securities Act. To such counsel's knowledge, and no stop order suspending the consummation effectiveness of either of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA Registration Statement or the Seller or any of their properties. (ixRule 462(b) There are no actionsRegistration Statement, proceedings or investigations pending orif any, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed issued under the Securities Act and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures no proceedings for such purpose have been followed with respect to instituted or are pending or are contemplated or threatened by the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the Commission. Any required filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 424(b) under the Securities Act have has been made or will be made in the manner and within the time period required by such Rule 424 424(b). (vii) The Registration Statement, including any 424(b) Registration Statement, the Prospectus and each amendment or supplement to the Registration Statement and the Prospectus, as of their respective effective or issue dates (other than the financial statements and supporting schedules and other financial data included therein or in exhibits to or excluded from the Registration Statement, as to which no opinion need be rendered) comply as to form in all material respects with the applicable requirements of the Securities Act. (viii) The Shares have been approved for listing on the Nasdaq National Market. (ix) The statements (i) in the Prospectus under the captions "Risk Factors--Shares Eligible for Future Sale," "Risk Factors--Possible Issuance of Preferred Stock; Anti-Takeover Provisions," "Management--Limitation of Liability and Indemnification of Officers and Directors," "Description of Capital Stock," "Shares Eligible for Future Sale," and (ii) in Item 14 and Item 15 of the Registration Statement, insofar as such statements constitute matters of law, summaries of legal matters, the Company's charter or by-law provisions, documents or legal proceedings, or legal conclusions, has been reviewed by such counsel and fairly present and summarize, in all material respects, the matters referred to therein. (x) The description of the Company's stock option, stock bonus and other stock plans or arrangements set forth in the Prospectus is accurate. (xi) To the knowledge of such counsel without reference any independent investigation, there are no legal or governmental actions, suits or proceedings pending or threatened which are required to Rule 424(b)(8)be disclosed in the Registration Statement, other than those disclosed therein. (xii) To the knowledge of such counsel, there are no indentures, mortgages, loans or credit agreements, notes, contracts, franchises, leases or other instruments to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an "Existing Instrument"), required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto; and the descriptions thereof and references thereto are correct in all material respects. (xiii) No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the Company's execution, delivery and performance of this Agreement and consummation of the transactions contemplated thereby and by the Prospectus, except as required under the Securities Act, applicable state securities or Blue Sky laws and from the NASD. (xiv) The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations thereunder (other than performance by the Company of its obligations under the indemnification section of this Agreement, as to which no opinion need be rendered) (i) have been duly authorized by all necessary corporate action on the part of the Company; (ii) will not result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary; (iii) will not constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to any material Existing Instrument; or (iv) to the knowledge of such counsel, will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. (xv) The Company is not, and after receipt of payment for the Shares will not be, an "investment company" within the meaning of the Investment Company Act. (xvi) To the knowledge of such counsel, there are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived. (xvii) To the knowledge of such counsel, based upon a certificate of an appropriate officer of the Company as to matters of fact, neither the Company nor any subsidiary is in violation of its charter or by-laws or any law, administrative regulation or administrative or court decree applicable to the Company or is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material Existing Instrument, except in each such case for such violations or defaults as would not, individually or in the aggregate, result in a Material Adverse Change. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company, representatives of the independent public or certified public accountants for the Company, representatives of the Underwriters and with counsel for the Underwriters at which the contents of the Registration Statement and the Prospectus, and any supplements or amendments thereto, and related matters were discussed and, based on such counsel's participation in the above mentioned conferences, review of the documents described above, their understanding of applicable law and the experience they have gained in their practice under the Act, such counsel shall advise the Underwriters that although such counsel cannot guarantee the accuracy, completeness or fairness of any of the statements contained in the Registration Statement or the Prospectus, in connection with such counsel's representation, investigation, and due inquiry of the Company in the preparation of the Registration Statement and Prospectus, nothing has come to such counsel's attention which causes them to believe that the Registration Statement or Prospectus (except as to the financial statements, schedules and other financial and statistical information contained therein, as to which such counsel expresses no comment), as of the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the General Corporation Law of the State of Delaware or the federal law of the United States, to the extent they deem proper and specified in such opinion, upon the opinion (which shall be dated the Closing Date or the Option Closing Date, as the case may be, shall be satisfactory in form and substance to the Underwriters, shall expressly state that the Underwriters may rely on such opinion as if it were addressed to them and shall be furnished to the Representatives) of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters; PROVIDED, HOWEVER, that such counsel shall further state that they believe that they and the Underwriters are justified in relying upon such opinion of other counsel, and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. (g) The Representatives shall have received an opinion, dated the Closing Date and, with respect to the Option Shares, the Option Closing Date, and satisfactory in form and substance to the Representatives' counsel, from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Associates, counsel to the Company, to the effect that: (i) Each significant subsidiary (as defined in Rule 405 under the Securities Act) has been duly incorporated and is validly existing as a corporation under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. (ii) All of the issued and outstanding capital stock of each such significant subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are any pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulationsthreatened claim. (xxiiiiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations description of the TrustCompany's stock option, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium stock bonus and other stock plans or similar law affecting creditors’ rights generarrangements

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters to purchase and pay for the Notes Securities will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller Province herein, to the accuracy of the statements of officers the representatives of CNHICA and the Seller Province made pursuant to the provisions hereof, to the performance by CNHICA and the Seller Province of their respective its obligations hereunder and with regard to the Securities and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller Province or youthe Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or blue sky lawSEC; and any requests for additional information from the Commission with respect each Issuer Free Writing Prospectus, to the Registration Statement extent required by Rule 433 under the Securities Act, shall have been complied filed with to your satisfaction. (c) On or prior to the date hereof, you SEC under the Securities Act; and the Final Prospectus shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection been filed with the Receivables in form and substance satisfactory SEC pursuant to you and your counsel. On Rule 424 not later than 5:00 p.m. New York City time, on the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of second business day following the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counselthis Agreement. (db) Subsequent to the execution and delivery of this AgreementAgreement and prior to the Closing Date, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material adverse change in the financial markets iffinancial, economic or political condition of the Province from that set forth in the judgment Registration Statement, the Time of Sale Information and the Final Prospectus; and the Underwriters shall have received, on the Closing Date, a certificate dated the Closing Date and signed by the Minister of Finance of the UnderwritersProvince, the effect Deputy Minister of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion Finance of the sale Province or another officer of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services Ministry of Finance satisfactory to the Underwriters to the effect set forth in the United Statesfirst clause of this Section 9(b). (ec) You The Underwriters shall have received an opinion or opinions (or, in the case of the penultimate paragraph Attorney General of this clause (e)the Province, the Deputy Attorney General of the Province, Assistant Deputy Attorney General, Legal Services Branch, Ministry of Justice of the Province, a negative assurance letter) Senior Legal Counsel, Legal Services Branch, Ministry of Justice of the Province or another officer of the Ministry of Justice of the Province satisfactory to the Underwriters, as Canadian counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture TrusteeProvince, dated the Closing Date and satisfactory in form and substance to you and your counselDate, to the effect thatthat under the laws of British Columbia and Canada and subject to such qualifications and based on such assumptions as are customary in British Columbia in respect of an opinion of this type: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with The Province has full power and authority to own its properties execute and conduct its business as described in the Prospectus and to enter into and perform its obligations under deliver this Agreement and to issue and sell the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture TrusteeSecurities. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust This Agreement and the Sale and Servicing Fiscal Agency Agreement have been duly authorized, executed and delivered by the Seller, Province and are legal, each is a valid and legally binding agreement of the Province, except as rights to indemnity and contribution hereunder may be limited under applicable law. (iii) The Securities, when duly executed, authenticated and delivered to and paid for by the Underwriters in accordance with the provisions of this Agreement and the Fiscal Agency Agreement, will constitute valid, legally binding, direct and unconditional general obligations of the Seller enforceable against the Seller Province in accordance with their termsrespective terms and will rank equally and ratably with all other unsecured and unsubordinated indebtedness of the Province outstanding on the date of issue of the Securities. (iv) All authorizations, subject approvals, consents, orders and waivers required under British Columbian and Canadian law to permit the effect execution and delivery of any applicable bankruptcythis Agreement and the Fiscal Agency Agreement, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally the issuance of the Securities and to the effect performance by the Province of general principles of equity, including concepts of materiality, reasonableness, good faith its obligations hereunder and fair dealing (regardless of whether considered thereunder have been obtained and are in a proceeding in equity or at law)full force and effect. (v) This Agreement has been duly authorizedProceedings may be brought against the Province in the Supreme Court of British Columbia and no applicable law requires the consent of any public official or authority for proceedings to be brought or judgment to be obtained against the Province arising out of or relating to obligations under the Securities, executed nor is any immunity from jurisdiction available to the Province in any proceedings in the Supreme Court of British Columbia brought in accordance with the Crown Proceeding Act (British Columbia) and delivered by each within applicable limitation periods, whether or not a party to the proceedings or the holder of the Seller and CNHICAa Security is resident within British Columbia or is a citizen of Canada. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Time of Sale Information and Final Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings caption “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “AmendmentsBonds”, insofar as such statements constitute a summary of the Notesdocuments referred to therein, are accurate in all material respects, subject to the Certificatesqualifications therein stated. (vii) The statements in the Time of Sale Information and Final Prospectus under the caption “Tax Matters—Canadian Taxation” (which references the statements under “Description of Debt Securities and Warrants—Canadian Taxation”), to the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreementextent that they constitute summaries of legal matters referred to therein, fairly present summarize in all material respects the legal matters referred to therein. (xviiiviii) No consentAlthough such counsel is not passing upon and assumes no responsibility for the accuracy, approvalcompleteness or fairness of the statements contained in the Registration Statement, authorization the Time of Sale Information and the Final Prospectus, as amended or order ofsupplemented, based upon such counsel’s participation in conferences with representatives of the Province at which the contents of the Registration Statement, Time of Sale Information and the Final Prospectus and related matters were discussed, no facts have come to such counsel’s attention which lead such counsel to believe that (A) the Registration Statement (other than the financial statements and other financial or statistical data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), at the time each part became effective or on the date of this Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) that the Time of Sale Information (other than the financial statements or other financial or statistical data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of the Time of Sale, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or filing with(C) that the Final Prospectus (other than the financial statements or other financial or statistical data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of its date or the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. A material fact (as defined in the Securities Act (British Columbia)) in relation to the offering of the Securities by the Province means a fact that would reasonably be expected to have a significant effect on the market price or value of the Securities. Such counsel is not qualified to judge the impact which any governmental agency facts may have in the securities marketplace. Such counsel’s comment to the effect set out above concerning the materiality of facts which have come to such counsel’s attention is based on such counsel’s experience in practicing securities law and on the meaning of the term “material fact” as stated above, and should not be interpreted as an opinion or body expert comment about financial acts or the impact of any court facts on market prices or values of securities. In rendering such opinion, no opinion need be expressed as to the financial statements and other financial and statistical information contained in or omitted from the Registration Statement, Time of Sale Information and Final Prospectus. d) The Underwriters shall have received an opinion of Farris, Vaughan, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Canadian counsel to the Underwriters, given in respect of the laws of British Columbia and Canada, dated the Closing Date, as to the matters specified in subdivisions (i) through (viii) (but only as of the date of this Agreement as to clause (A) of subdivision (viii)) of paragraph (c) of this Section 9, subject to such qualifications and based on such assumptions as are customary in British Columbia in respect of an opinion of this type. In rendering such opinion, Farris, Vaughan, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP may rely upon a certificate (which may be unaudited) of the Minister of Finance of the Province, the Deputy Minister of Finance of the Province or another officer of the Ministry of Finance of the Province satisfactory to the Underwriters as to the securities of the Province and the borrowings outstanding on the Closing Date. The opinion shall state in effect that on the basis of an independent examination of such records, certificates and other documents and such questions of law as Farris, Vaughan, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP have deemed necessary or appropriate, the opinion of the Attorney General, the Deputy Attorney General, the Assistant Deputy Attorney General, Legal Services Branch, Ministry of Justice of the Province, a Senior Legal Counsel, Legal Services Branch, Ministry of Justice of the Province or another officer of the Ministry of Justice of the Province satisfactory to the Underwriters, as the case may be, Canadian counsel to the Province, is in form and substance satisfactory to them and they believe that the Underwriters are justified in relying thereon. e) The Underwriters shall have received the opinion of Shearman & Sterling LLP, United States counsel for the Province, dated the Closing Date, subject to such qualifications and based upon such assumptions as are customary in the United States in respect of such opinion, to the effect that: (i) The Securities are exempted securities under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and no qualification of an indenture in respect of the Securities under the Trust Indenture Act is required for the consummation issuance, sale and delivery of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and Securities. (ii) The statements in the filing Time of UCC financing statementsSale Information and Final Prospectus under “Description of Bonds,” and “Description of Debt Securities and Warrants”, insofar as such statements constitute a summary of documents referred to therein, fairly summarize in all material respects the documents referred to therein. (iii) The statements in the Time of Sale Information, and Final Prospectus under “Description of Debt Securities and Warrants—United States Federal Income Taxation”, as supplemented by “Tax Matters—United States Taxation”, and “Description of Debt Securities and Warrants—United Kingdom Taxation” as supplemented by “Tax Matters—United Kingdom Taxation”, to the extent that they constitute summaries of legal matters referred to therein, fairly summarize in all material respects the legal matters referred to therein. (iv) Based upon such as may be required under state securities laws (it being understood that this opinion will be given only counsel’s participation in conferences with respect representatives of the Province, counsel for the Province and their examination of specified documents, no facts have come to such consentscounsel’s attention which caused such counsel to believe that (A) the Registration Statement (other than the financial statements and other financial data contained therein or omitted therefrom, approvalsas to which such counsel has not been requested to comment), authorizationsas of the date of this Agreement, orders contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) the Time of Sale Information (other than the financial statements and filings thatother financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of the Time of Sale, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (C) the Final Prospectus (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of its date or the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in such counsel’s experienceopinion, are customarily applicable the Registration Statement and the Final Prospectus (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment) appear on their face to be appropriately responsive in transactions all material respects to the requirements of the type contemplated by Securities Act and the applicable rules and regulations of the SEC thereunder. f) The Underwriters shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Underwriters, dated the Closing Date, as to the matters specified in subdivisions (i), and (iv) (but only as of the date of this Agreement as to clause (A)) of paragraph (e) of this Section 9, subject to such qualifications and based upon such assumptions as are customary in the Basic Documents)United States in respect of such opinions. In considering such opinion, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may rely on the opinion of counsel named in paragraph (d) of this Section 9 as to matters of British Columbian and Canadian law and procedure. (xixg) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as Underwriters shall have received a result certificate of the offer and sale Minister of Finance of the Notes as contemplated in Province, the Prospectus and this Agreement or as a result Deputy Minister of Finance of the issuance Province or another officer of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning Ministry of Finance of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect Province satisfactory to the Trust. (xxii) The Registration Statement is effective under Underwriters, dated the ActClosing Date, any required filings of in which such Minister, Deputy Minister or other officer, as the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), andcase may be, to the best of his or her knowledge after reasonable investigation, shall state that the representations and warranties of such counselthe Province in this Agreement are true and correct, that the Province has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending contemplated by the SEC. h) The purchase and sale of the Securities in accordance with the provisions hereof shall not be prohibited by any statute, order, rule or regulation promulgated by any legislative, executive or regulatory body or authority of Canada, the United States of America, the Province or the State of New York. i) The Province shall have furnished to the Underwriters and to counsel for the Underwriters such further certificates and documents as the Underwriters and such counsel reasonably request. j) Subsequent to the execution of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any placing on credit watch with negative implications, in the ratings accorded the debt securities of the Province by any nationally recognized statistical rating agency in the United States. All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory to the Underwriters. The Province will furnish the Underwriters with such conformed copies of such opinions, certificates, letters and documents as the Underwriters reasonably request. If any of the above conditions shall not have been fulfilled as reasonably contemplated under herein, this Agreement and all obligations of the Act; and the Registration Statement and the ProspectusUnderwriters hereunder may be terminated with respect to Securities at, and each amendment or supplement theretoat any time prior to, as of the Closing Date (in by the case Underwriters, without any liability on the part of any Underwriter to the Province or of the Registration Statement) Province to any Underwriter, except as provided in Section 6, Section 10 and Section 13 hereof. Notice of such cancellation shall be given as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied soon as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generpracticable i

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA CNHCA and the Seller herein, to the accuracy of the statements of officers of CNHICA CNHCA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA CNHCA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 424(b) under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm letters of independent public accountants dated as of the date of the Preliminary Prospectus Supplement and as of the date of the ProspectusProspectus Supplement, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICACNHCA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA CNHCA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA CNHCA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA CNHCA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICACNHCA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Liquidity Receivables Purchase Agreement, the Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICACNHCA. (vi) The Liquidity Receivables Purchase Agreement has and the Purchase Agreement have been duly authorized, executed and delivered by CNHICA CNHCA and is a are legal, valid and binding obligation obligations of CNHICA CNHCA enforceable against CNHICA CNHCA in accordance with its their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA CNHCA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA CNHCA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA CNHCA or the Seller is a party or by which CNHICA CNHCA or the Seller is bound or to which any of the properties of CNHICA CNHCA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA CNHCA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA CNHCA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA CNHCA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Each of the CNHCA Assignment dated as of the Closing Date from CNHICA CNHCA to the Seller has and the assignments of Receivables from CNHCA to the Seller pursuant to the Liquidity Receivables Purchase Agreement have been duly authorized, executed and delivered by CNHICACNHCA. (xi) Assuming that CNHICACNHCA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA CNHCA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICACNHCA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA CNHCA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICACNHCA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA CNHCA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA CNHCA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of StateState and will constitute a first priority perfected security interest therein. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Liquidity Receivables Purchase Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Base Prospectus and any supplement thereto under the headings “Overview of TransactionRisk Factors—ERISA ConsiderationsPossible liability for third party claims may cause payment delays or losses”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, ,” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Summary of Terms—ERISA Considerations” and “ERISA Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Base Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer” and “Amendments” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Description of the Notes”, “Description of the Certificates”, “Servicing Matters”, ,” and “AmendmentsFees and Expenses Payable Out of Cash Flows”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statementsProspectus) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act and the Trust is not required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the The Seller nor the Trust isis not, or and will not as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the TrustAct. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus Supplement and the Prospectus and any supplements thereto pursuant to Rule 424 424(b) under the Act have been made or will be made in the manner and within the time period required by Rule 424 424(b) (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights gener

Conditions of the Obligations of the Underwriters. The several obligations of the Underwriters to purchase and pay for the Notes Securities will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA and the Seller Issuers of their respective obligations hereunder and to the following additional conditions precedent: (a) If a post-effective amendment to the Registration Statement has is required to be filed under the Securities Act, such post-effective amendment shall have become effective, and the Representatives shall have received notice thereof, not become effective prior to later than 5:00 P.M., New York City time, on the date hereof, unless of the Underwriters agree in writing to a later timeUnderwriting Agreement; if applicable, the Rule 462(b) Registration Statement shall have become effective not later than (i) 6:00 p.m. by 10:00 A.M. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each date of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereofUnderwriting Agreement; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect, and no proceedings proceeding for that purpose such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been instituted ortimely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the knowledge of extent required by Rule 433 under the Seller or you, shall be contemplated Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfactionthe reasonable satisfaction of the Representatives. (cb) On or prior to The representations and warranties of the date hereof, you Issuers contained herein shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to be true and correct on the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus on and as of the date Closing Date; and the statements of the Prospectus, Issuers and their officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counselClosing Date. (di) Subsequent No downgrading shall have, subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, there occurred in the rating accorded the Securities or any other debt securities or preferred stock of or guaranteed by the Company or the Guarantors by any “nationally recognized statistical rating organization”, as such term is defined by Section 3(a)(62) of the Exchange Act and (ii) no such organization shall not have, subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock of or guaranteed by the Company or the Guarantors, in each case with respect to the Company and the Guarantors, with negative implications of a possible downgrading. (d) No event or condition of a type described in Section 2(a)(iv) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (iexcluding any amendment or supplement thereto) and the Prospectus (excluding any change, amendment or any development involving a prospective change, in or affecting particularly supplement thereto) and the business or properties effect of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, which in the judgment of the Underwriters, materially impairs the investment quality of the Notes or Representatives makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical impracticable or inadvisable to proceed with completion the offering, sale or delivery of the sale of Securities on the terms and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United Statesmanner contemplated by this Agreement, the Time of Sale Information and the Prospectus. (e) You Jenner & Block LLP, counsel for the Issuers, shall have received an opinion or opinions (orfurnished to the Representatives, in at the case request of the penultimate paragraph of this clause (e)Company, a negative assurance letter) of counsel to CNHICA their written opinion and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee10b-5 Statement, dated the Closing Date and satisfactory addressed to the Underwriters, in form and substance reasonably satisfactory to you and your counselthe Representatives, to the effect that:set forth in Schedule V attached hereto. (f) The Representatives shall have received an opinion, dated the Closing Date, from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in the form of Schedule VI attached hereto. (g) The Representatives shall have received on and as of the Closing Date an opinion and 10b-5 Statement of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request from the Company to enable them to pass upon such matters. (h) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities. (i) Each The Representatives shall have received on and as of CNHICA and the Seller is an existing limited liability company in Closing Date satisfactory evidence of the good standing under the laws of the State Issuers in their respective jurisdictions of Delaware with power organization and authority to own its properties and conduct its business their good standing in such other jurisdictions as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement andRepresentatives may reasonably request, in each case in writing or any standard form of telecommunication from the case appropriate governmental authorities of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trusteejurisdictions. (iij) The direction by Representatives shall have received on and as of the Seller Closing Date a certificate of an executive officer of the Company (which certificate shall be executed on behalf of the Company, and not in such officer’s personal capacity) who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee Representatives in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to which such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending orofficer, to the best of such counsel’s knowledgehis or her knowledge after reasonable investigation, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to shall (i) confirm that such officer has carefully reviewed the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicableRegistration Statement, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings Time of the Preliminary Prospectus Sale Information and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counselofficer, no stop order suspending the effectiveness representations set forth in Sections 2(a)(i) and 2(a)(ii) hereof are true and correct, (ii) confirm that the other representations and warranties of the Registration Statement Company in this Agreement are true and correct and that the Company has been issued complied with all agreements and no proceedings for satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) certify to the effect set forth in paragraphs (a) and (c) above. (k) The Representatives shall have received a certificate, dated the Closing Date, of an executive officer of each of the Guarantors (which certificate shall be executed on behalf of such Guarantor, and not in such officer’s personal capacity) in which such officer, to the best of his or her knowledge after reasonable investigation, shall state that purpose the representations and warranties of such Guarantor in this Agreement are true and correct in all material respects, and that such Guarantor has, in all material respects, complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (l) On the date of this Agreement and on the Closing Date, KPMG LLP shall have been instituted furnished to the Representatives, at the request of the Company, a letter, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of the Company contained or are pending or contemplated under the Act; and incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus, and each amendment or supplement thereto, as of ; provided that the letter delivered on the Closing Date (shall use a “cut-off” date no more than three business days prior to the Closing Date. The Issuers will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. The Representatives may in the case their sole discretion waive on behalf of the Registration Statement) and as of their respective issue dates (in Representatives compliance with any conditions to the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generRepresentatives hereunder.

Conditions of the Obligations of the Underwriters. The In addition to the execution and delivery of the Price Determination Agreement, the obligations of the Underwriters to purchase and pay for the Notes will be hereunder are subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA and the Seller of their respective obligations hereunder and to the following additional conditions precedentconditions: (a) If Confirmation that the Registration Statement has not become is effective prior to the date hereof, unless shall be received by the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. 5:00 p.m., New York City time time, on the date of determination of this Agreement or at such later date and time as shall be consented to in writing by the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus Underwriters and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period all filings required under by Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with of the Rules and Regulations and Section 6(aRule 430A shall have been made. (i) hereof; and, prior to the Closing Date, no No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted orbe pending or threatened by the Commission, to (ii) no order suspending the knowledge effectiveness of the Seller Registration Statement or you, the qualification or registration of the Units under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before or threatened or contemplated by the Commission or by the authorities of any authority administering such jurisdiction, (iii) any state securities or blue sky law; and any requests request for additional information from on the part of the staff of the Commission with respect to the Registration Statement or any such authorities shall have been complied with to your satisfactionthe satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to the Underwriters and the Underwriters did not object thereto in good faith, and the Underwriters shall have received certificates, dated the Closing Date and the Option Closing Date signed by the Chief Executive Officer of the Partnership and the Chief Financial Officer of the Partnership (who may, as to proceedings threatened, rely upon the best of their information and belief), to the effect of clauses (i), (ii), (iii) and (iv). (c) On or prior to Since the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated respective dates as of a date at least five business days prior to which information is given in the date hereof relating to the loan file review performed in connection with the Receivables in form Registration Statement and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable(i) there shall not have been, that are substantially and no development shall have occurred which could reasonably be expected to result in, a material adverse change in the form general affairs, business, business prospects, properties, management, condition (financial or otherwise) or results of operations of the drafts Partnership, the Intermediate Partnership or Northern Border Pipeline whether or not arising from transactions in the ordinary course of business, in each case other than as set forth in or contemplated by the Registration Statement and the Prospectus and (ii) none of the Partnership, the Intermediate Partnership or Northern Border Pipeline shall have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Registration Statement and the 16 Prospectus, if in the judgment of the Underwriters any such development makes it impracticable or inadvisable to which you have previously agreed consummate the sale and are otherwise in form and substance satisfactory to you and your counseldelivery of the Units by the Underwriters at the public offering price. (d) Subsequent to Since the execution respective dates as of which information is given in the Registration Statement and delivery of this Agreementthe Prospectus, there shall not have occurred (i) been no litigation or other proceeding instituted against any changeof the Partnership, the Intermediate Partnership or Northern Border Pipeline or any development involving a prospective changeof their respective general partners, officers or directors in their capacities as such, before or by any Federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or affecting particularly proceeding an unfavorable ruling, decision or finding would materially and adversely affect the business, properties, business prospects, condition (financial or properties otherwise) or results of operations of any of the TrustPartnership, the Seller, New Holland, CNHICA, CNH Industrial America LLC Intermediate Partnership or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United StatesNorthern Border Pipeline. (e) You Each of the representations and warranties of the Partnership, and the Intermediate Partnership contained herein shall be true and correct in all material respects at the Closing Date, and with respect to the Option Units, at the Option Closing Date as if made at the Closing Date and, with respect to the Option Units, at the Option Closing Date and all covenants and agreements herein contained to be performed on the part of the Partnership, and the Intermediate Partnership and all conditions herein contained to be fulfilled or complied with by the Partnership and the Intermediate Partnership at or prior to the Closing Date, and with respect to the Option Units, at the Option Closing Date, shall have been duly performed, fulfilled or complied with. (f) The Underwriters shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trusteeopinion, dated the Closing Date Date, and with respect to the Option Units, at the Option Closing Date, and satisfactory in form and substance to you counsel for the Underwriters, from Vins▇▇ & ▇lki▇▇, ▇.L.P., counsel to the Partnership and your counselthe Intermediate Partnership to the effect set forth in Exhibit C. (g) The Underwriters shall have received an opinion, dated the Closing Date, and with respect to the Option Units, at the Option Closing Date, and satisfactory in form and substance to counsel for the Underwriters, from Jane▇ ▇. ▇▇▇ce, Esq., General Counsel of Northern Plains, to the effect set forth in Exhibit D. (h) The Underwriters shall have received an opinion, dated the Closing Date, and with respect to the Option Units, at the Option Closing Date, from Andr▇▇▇ & ▇urt▇ ▇.▇.P., counsel to the Underwriters which opinion shall be satisfactory in all respects to the Underwriters. (i) On the date of this Agreement, Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ shall have furnished to the Underwriters a letter, dated the date of its delivery, addressed to the Underwriters and in form and substance satisfactory to the Underwriters, confirming that they are independent accountants with respect to the Partnership and the Intermediate Partnership as required by the Act and the Rules and Regulations, and with respect to certain financial information contained in the Registration Statement or incorporated by reference therein. At the Closing 17 Date and, with respect to the Option Units, at the Option Closing Date, Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ shall have furnished to the Underwriters a letter, dated the date of its delivery, which shall confirm, on the basis of a review in accordance with the procedures set forth in the letter from Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, that nothing has come to their attention during the period from the date of the letter referred to in the prior sentence to a date (specified in the letter) not more than five days prior to the Closing Date and the Option Closing Date which would require any change in their letter dated the date hereof, if it were required to be dated and delivered at the Closing Date and the Option Closing Date. (j) At the Closing Date and, with respect to the Option Units, at the Option Closing Date, there shall be furnished to the Underwriters an accurate certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Partnership and the Intermediate Partnership, in form and substance satisfactory to the Underwriters, to the effect that: (i) Each signer of CNHICA such certificate has carefully examined the Registration Statement, the Prospectus (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus) and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Underwriting Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee.; (ii) The direction Each of the representations and warranties of the Partnership and the Intermediate Partnership contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all material respects; (iii) Each of the covenants required herein to be performed by the Seller Partnership or the Intermediate Partnership on or prior to the Trustee to authenticate the Certificates delivery of such certificate has been duly authorized duly, timely and fully performed, each condition herein required to be complied with by the Seller andPartnership and the Intermediate Partnership on or prior to the date of such certificate has been duly, when the Certificates have been duly executedtimely and fully complied with, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject each other condition concurrent or precedent to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes Underwriters hereunder has been duly authorized by CNHICA, fulfilled; and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, Since the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated respective dates as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest which information is given in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, (A) there has not been, and no development has occurred which could reasonably be expected to result in, a material adverse change in the general affairs, business, business prospects, properties, management, condition (financial or otherwise) or results of operations of the Partnership, the Intermediate Partnership or Northern Border Pipeline, whether or not arising from transactions in the ordinary course of business, in each amendment case other than as set forth in or supplement theretocontemplated by the Registration Statement and the Prospectus and (B) neither the Partnership, the Intermediate Partnership nor Northern Border Pipeline has sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order 18 or decree, which is not set forth in the Registration Statement and the Prospectus; and such other matters as the Underwriters may reasonably request. (k) On or prior to the Closing Date, the Underwriters shall have received waivers from each of the General Partners with respect to the preemptive rights set forth in Section 4.3 of the Partnership Agreement with respect to the Common Units to be sold pursuant to this Agreement. (l) The Units shall be qualified for sale in such states as the Underwriters may reasonably request, each such qualification shall be in effect and not subject to any stop order or other proceeding on the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and RegulationsOption Closing Date. (xxiiim) The IndenturePrior to the Closing Date, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement Units shall have been duly authorized and, when duly executed and delivered for listing by the Trustee, will constitute New York Stock Exchange subject to official notice of issuance. (n) The agreements contemplated by Section 4(n) shall have been delivered to the legal, valid Underwriters in a form reasonably satisfactory to them. (o) The Partnership shall have furnished to the Underwriters such certificates from the Chief Executive Officer and binding obligations Chief Financial Officer of the TrustPartnership and the Intermediate Partnership, enforceable against in addition to those specifically mentioned herein, as the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generUnderwriters may have reasonably requested.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of StateState and will constitute a first priority perfected security interest therein. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, [the Interest Rate Swap Agreements,] the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, ,” to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Base Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the NotesSecurities”, “Depositor”, “Servicer” and “Amendments” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Description of the Notes”, “Description of the Certificates”, [“Pre-Funding Period”,] “Servicing Matters”, [and] “AmendmentsFees and Expenses Payable Out of Cash Flows” [and “The Interest Rate Swap Agreements”], insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and Agreement, [and] the Trust Agreement, [and the Interest Rate Swap Agreements], fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement Agreement[, the Interest Rate Swap Agreements] or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement Agreement[, the Interest Rate Swap Agreements] and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generS

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either [either] tangible chattel paper [or electronic chattel paper paper] as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, [the Interest Rate Swap Agreements,] the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, [“Pre-Funding Period”,] “Servicing Matters”, [and] “Amendments” [and “The Interest Rate Swap Agreements”], insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, [the Interest Rate Swap Agreements,] the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement Agreement[, the Interest Rate Swap Agreements] or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement Agreement[, the Interest Rate Swap Agreements] and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement Agreement[, the Interest Rate Swap Agreements] and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generconsti

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be Shares on the Closing Date are subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller hereinCompany herein as of such Closing Date, to the accuracy of the statements of Company officers of CNHICA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA and the Seller Company of their respective its obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to The Underwriters shall have received, on the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on comfort letter dated as of the date of determination this Underwriting Agreement, and on the Closing Date, a comfort letter dated as of such Closing Date, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, from G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP confirming that such firm is an independent registered accounting firm within the meaning of the public offering priceSecurities Act and the related Rules and Regulations, if and containing such determination occurred at other statements and information as are ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial and statistical information contained in or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on incorporated by reference in the business day following Registration Statement, the day on which General Disclosure Package and the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such dateProspectus. (b) Each of the Preliminary Prospectus, the The Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a4(a) hereof; andof this Underwriting Agreement. If the Company has elected to rely on Rule 462(b), prior the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Underwriting Agreement. Prior to the any Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller Company or youthe Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfactionCommission. (c) On Between the time of execution of this Underwriting Agreement and the Closing Date (i) no change, development or prior event shall have occurred or become known to the date hereofCompany, you that would be reasonably expected to result in a Material Adverse Effect (other than as specifically described in the General Disclosure Package) and (ii) no transaction which is material to the Company shall have received been entered into by the Company, except as required or permitted by this Underwriting Agreement. (d) The Underwriters shall have received, on the Closing Date, an agreed-upon procedures report (opinion of Winthrop & Weinstine, P.A., counsel for the Accountant’s Due Diligence Report) from Company, addressed to the Accounting Firm Underwriters, dated as of such Closing Date, and in a date at least five business days prior form reasonably satisfactory to the date hereof relating Underwriters, which opinion shall be in substantially the form attached hereto as Exhibit B. (e) The Underwriters shall have received, on the Closing Date, the opinion of H▇▇▇▇▇ ▇▇▇▇ Nemerovski C▇▇▇▇▇ ▇▇▇▇ & R▇▇▇▇▇, A Professional Corporation, counsel for the Underwriters, dated as of such Closing Date, with respect to such matters as the Underwriters may require, and the Company shall have furnished to such counsel such documents as they may have requested for the purpose of enabling them to pass upon such matters. (f) The Underwriters shall have received, on the Closing Date, an opinion of Fasken M▇▇▇▇▇▇▇▇ DuMoulin LLP, Canadian counsel for the Company, addressed to the loan file review performed Underwriters, dated as of such Closing Date, and in connection with a form reasonably satisfactory to the Receivables Underwriters, which opinion shall be in substantially the form attached hereto as Exhibit C. (g) The Underwriters shall have received, on the Closing Date, a certificate of the President and Chief Executive Officer and Chief Financial Officer of the Company in form and substance satisfactory reasonably acceptable to you and your counsel. On the Underwriters, dated as of such Closing Date, you shall have received agreed upon procedures reports from to the Accounting Firm dated effect that: (i) each such officer has carefully examined the Registration Statement, the General Disclosure Package and the Prospectus and (A) as of the date of such certificate, such documents are true and correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the Preliminary Prospectus and as statements made therein, in light of the date circumstances under which they were made, not untrue or not misleading and (B) since the Effective Date, no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements made therein, in light of the Prospectuscircumstances under which they were made, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, untrue or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notesnot misleading; (ii) any suspension the representations and warranties of the Company in this Underwriting Agreement are true and correct in all material respects (if not qualified by materiality or limitation by a reference to a Material Adverse Effect) and in all respects (if qualified by materiality or by reference to a Material Adverse Effect) as of trading in securities generally the dates on which the New York Stock Exchange, or any setting representations and warranties were made and as of minimum prices for trading on such exchangeClosing Date; (iii) any suspension of trading of any securities of CNH Industrial America LLC the Company has complied with all agreements and satisfied all conditions on its part to be performed or CNH Industrial N.V. on any exchange satisfied hereunder at or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable prior to market the Notessuch Closing Date; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any no stop order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or the qualification of the Shares for offering or sale, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued by the Commission or any state or regulatory body and no proceedings for that purpose have been instituted or are pending threatened by the Commission or any state or regulatory body; and (v) subsequent to the respective date of the Company’s most recent financial statements in the General Disclosure Package, there has been no Material Adverse Effect, nor any change, development or event that would be reasonably likely to result in a Material Adverse Effect, except as set forth in or contemplated under by the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and RegulationsGeneral Disclosure Package. (xxiiih) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement Company shall have been duly authorized and, when duly executed obtained and delivered to the Underwriters the Lock-up Agreements referred to in Section 1(gg) hereof. (i) The Company shall have furnished to the Underwriters such further certificates and documents as the Underwriters shall reasonably request (including certificates of officers of the Company) as to the accuracy and completeness of the representations and warranties of the Company herein, as to the performance by the Trustee, will constitute Company of its obligations hereunder and as to the legal, valid other conditions concurrent and binding precedent to the obligations of the TrustUnderwriters hereunder. (j) FINRA shall have issued a “no objections” opinion regarding the underwriting terms and arrangements in connection with the sale and issuance of the Shares. (k) At the Closing Date, enforceable against the Trust in accordance with their termsShares shall be eligible to be traded on the NASDAQ Capital Market, subject to the effect official notice of any applicable bankruptcyissuance, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generif applicable.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 424(b) under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm letters of independent public accountants dated as of the date of the Preliminary Prospectus Supplement and as of the date of the ProspectusProspectus Supplement, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement [and the Backup Servicing Agreement], and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Liquidity Receivables Purchase Agreement, the Purchase Agreement, the Trust Agreement and Agreement, [and] the Sale and Servicing Agreement [and the Backup Servicing Agreement] have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Liquidity Receivables Purchase Agreement has and the Purchase Agreement have been duly authorized, executed and delivered by CNHICA and is a are legal, valid and binding obligation obligations of CNHICA enforceable against CNHICA in accordance with its their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The Each of the CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has and the assignments of Receivables from CNHICA to the Seller pursuant to the Liquidity Receivables Purchase Agreement have been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of StateState and will constitute a first priority perfected security interest therein. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, [the Interest Rate Swap Agreements,] the Purchase Agreement, [and] the Liquidity Receivables Purchase Agreement [and the Asset Representations Review Agreement Backup Servicing Agreement] conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Base Prospectus and any supplement thereto under the headings “Overview of TransactionRisk Factors—ERISA ConsiderationsPossible liability for third party claims may cause payment delays or losses”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, ,” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Summary of Terms — ERISA Considerations” and “ERISA Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Base Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the NotesSecurities”, “Depositor”, “Servicer” and “Amendments” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Description of the Notes”, “Description of the Certificates”, [“Pre-Funding Period”,] “Servicing Matters”, [and] “AmendmentsFees and Expenses Payable Out of Cash Flows” [and “The Interest Rate Swap Agreements”], insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and Agreement, [and] the Trust Agreement, [the Backup Servicing Agreement] [and the Interest Rate Swap Agreements], fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement Agreement[, the Interest Rate Swap Agreements] or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statementsProspectus) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement Agreement[, the Interest Rate Swap Agreements] and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act and the Trust is not required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the The Seller nor the Trust isis not, or and will not as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the TrustAct. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus Supplement and the Prospectus and any supplements thereto pursuant to Rule 424 424(b) under the Act have been made or will be made in the manner and within the time period required by Rule 424 424(b) (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generRegulat

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA CNHCA and the Seller herein, to the accuracy of the statements of officers of CNHICA CNHCA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA CNHCA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereofExecution Time, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the The Prospectus and any supplements thereto shall have been filed (if required) with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm a letter or letters, dated as of the date of the Preliminary Prospectus and as Closing Date, of the date of the ProspectusDeloitte & Touche LLP independent public accountants, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counselcounsel concerning information at the Time of Sale and as of the Closing Date. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICACNHCA, CNH Industrial America LLC or CNH Industrial Global N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial Global N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA CNHCA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA CNHCA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement and the Backup Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA CNHCA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICACNHCA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally duly issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Liquidity Receivables Purchase Agreement, the Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement and the Sale and Backup Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICACNHCA. (vi) The Liquidity Receivables Purchase Agreement has and the Purchase Agreement have been duly authorized, executed and delivered by CNHICA CNHCA and is a are legal, valid and binding obligation obligations of CNHICA CNHCA enforceable against CNHICA CNHCA in accordance with its their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA CNHCA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA CNHCA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA CNHCA or the Seller is a party or by which CNHICA CNHCA or the Seller is bound or to which any of the properties of CNHICA CNHCA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA CNHCA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA CNHCA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA CNHCA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Each of the CNHCA Assignment dated as of the Closing Date from CNHICA CNHCA to the Seller has and the assignments of Receivables from CNHCA to the Seller pursuant to the Liquidity Receivables Purchase Agreement have been duly authorized, executed and delivered by CNHICACNHCA. (xi) Assuming that CNHICACNHCA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA CNHCA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICACNHCA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA CNHCA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICACNHCA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA CNHCA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA CNHCA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of StateState and will constitute a first priority perfected security interest therein. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Interest Rate Swap Agreement, the Purchase Agreement, the Liquidity Receivables Purchase Agreement and the Asset Representations Review Backup Servicing Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Basic Prospectus and any supplement thereto under the headings “Overview of TransactionRisk Factors—ERISA ConsiderationsPossible liability for third party claims may cause payment delays or losses”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, ,” and in the Prospectus Supplement under the headings “Summary of Terms — ERISA Considerations” and “ERISA Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Basic Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Securities” and “Description of the Transaction Agreements” and in the Prospectus Supplement under the headings “Description of Notes”, “DepositorDescription of the Certificates”, “Servicer”, Description of the Transaction Agreements” and “Servicing Matters”, “AmendmentsThe Interest Rate Swap Agreement”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement, the Interest Rate Swap Agreement, the Trust Agreement and the Trust Backup Servicing Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement, the Interest Rate Swap Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement, the Interest Rate Swap Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act and the Trust is not required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the The Seller nor the Trust isis not, or and will not as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the TrustAct. (xxii) The Registration Statement is has become effective under the Act, any required filings filing of the Basic Prospectus, the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act 424(b) have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)424(b), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Interest Rate Swap Agreement, the Administration Agreement and the Administration Backup Servicing Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights genergenerally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). The opinions of counsel to CNHCA and the Seller

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights genergenerally and to the effect of general p

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 424(b) under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm letters of independent public accountants dated as of the date of the Preliminary Prospectus Supplement and as of the date of the ProspectusProspectus Supplement, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Liquidity Receivables Purchase Agreement, the Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Liquidity Receivables Purchase Agreement has and the Purchase Agreement have been duly authorized, executed and delivered by CNHICA and is a are legal, valid and binding obligation obligations of CNHICA enforceable against CNHICA in accordance with its their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The Each of the CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has and the assignments of Receivables from CNHICA to the Seller pursuant to the Liquidity Receivables Purchase Agreement have been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of StateState and will constitute a first priority perfected security interest therein. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Liquidity Receivables Purchase Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Base Prospectus and any supplement thereto under the headings “Overview of TransactionRisk Factors—ERISA ConsiderationsPossible liability for third party claims may cause payment delays or losses”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, ,” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Summary of Terms—ERISA Considerations” and “ERISA Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Base Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer” and “Amendments” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Description of the Notes”, “Description of the Certificates”, “Servicing Matters”, ,” and “AmendmentsFees and Expenses Payable Out of Cash Flows”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statementsProspectus) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus Supplement and the Prospectus and any supplements thereto pursuant to Rule 424 424(b) under the Act have been made or will be made in the manner and within the time period required by Rule 424 424(b) (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generwi

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will Firm Shares on the First Closing Date and the Option Shares on the Second Closing Date shall be subject to the accuracy of the representations and warranties on the part of CNHICA the Company herein set forth as of the date hereof and as of the Seller hereinFirst Closing Date or the Second Closing Date, as the case may be, to the accuracy of the statements of officers of CNHICA and the Seller Company made pursuant to the provisions hereof, to the performance by CNHICA and the Seller Company of their respective its obligations hereunder hereunder, and to the following additional conditions precedentconditions: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the The Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus be in effect and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Seller Company or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; Commission. If the Company has elected to rely upon Rule 430B, the information concerning the public offering price of the Shares and any requests for additional price-related information, and such other information omitted from the Commission with respect Prospectus in reliance on Rule 430B, shall have been transmitted to the Commission for filing pursuant to Rule 424(b) in the manner and within the prescribed time period (without reliance on Rule 424(b)(8)) and the Company will provide evidence satisfactory to the Representative of such timely filing (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rules 430B and 424(b)). If a Rule 462(b) Registration Statement is required, such Registration Statement shall have been complied transmitted to the Commission for filing and become effective within the prescribed time period and, prior to the First Closing Date, the Company shall have provided evidence of such filing and effectiveness in accordance with to your satisfactionRule 462(b). (b) The Shares shall have been qualified for sale under the blue sky laws of such states as shall have been specified by the Representative in writing. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form The legality and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as sufficiency of the date authorization, issuance and sale or transfer and sale of the Preliminary Prospectus Shares hereunder, the validity and as form of the date certificates representing the Shares, the execution and delivery of this Agreement and the ProspectusPricing Agreement, as applicableand all corporate proceedings and other legal matters incident thereto, that are substantially in and the form of the drafts to which you Registration Statement, the Disclosure Package, any Issuer Limited Use Free Writing Prospectus and the Prospectus (except financial statements) shall have previously agreed and are otherwise in form and substance satisfactory to you and your counselbeen approved by counsel for the Underwriters exercising reasonable judgment. (d) You shall not have advised the Company that the Registration Statement, the Disclosure Package, any Issuer Limited Use Free Writing Prospectus, when considered together with the Disclosure Package, or the Prospectus or any amendment or supplement thereto, contains an untrue statement of fact, which, in the opinion of counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any changeMaterial Adverse Effect, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the UnderwritersRepresentative, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion the public offering or purchase of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United StatesShares as contemplated hereby. (ef) You There shall have received an opinion been furnished to the Underwriters on the First Closing Date or opinions (orthe Second Closing Date, in as the case of the penultimate paragraph of this clause may be, except as otherwise expressly provided below: (e), a i) An opinion and negative assurance letter) letter of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, counsel to CNHICA and for the SellerCompany, addressed to youthe Underwriters and dated the First Closing Date or the Second Closing Date, as Representatives of the several Underwriterscase may be, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance reasonably acceptable to the Underwriters, as set forth in Exhibit B. (ii) An opinion of Wolf, Greenfield & Sacks, P.C., the Company’s intellectual property counsel, addressed to the Underwriters and dated the First Closing Date or the Second Closing Date, as the case may be, in form and substance reasonably acceptable to the Underwriters, as set forth in Exhibit C. In rendering such opinions, counsel may rely, to the extent they deem such reliance proper, as to matters of fact upon certificates of officers of the Company and of government officials, provided that counsel shall state their belief that they and you are justified in relying thereon. (iii) An opinion and your counselnegative assurance letter of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, dated the First Closing Date or the Second Closing Date, as the case may be, with respect to the existence of the Company, the validity of the Shares, the Registration Statement, the Disclosure Package and the Prospectus and other related matters as you may reasonably require, and the Company shall have furnished to such counsel such documents and shall have exhibited to them such papers and records as they may reasonably request for the purpose of enabling them to pass upon such matters. (iv) A certificate of the chief executive officer and the principal financial officer of the Company, dated the First Closing Date or the Second Closing Date, as the case may be, to the effect that: (i1) Each of CNHICA the representations and the Seller is an existing limited liability company in good standing under the laws warranties of the State Company set forth in Section 2 of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement are true and the Purchase Agreement and, in the case correct as of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance date of this Agreement and as of the Basic DocumentsFirst Closing Date or the Second Closing Date, as applicable, by CNHICA and the Sellercase may be, and the consummation of Company has complied with all the transactions contemplated thereby, will not conflict with, agreements and satisfied all the conditions on its part to be performed or result in a breach, violation satisfied at or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known prior to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject.Closing Date; (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of Commission has not issued an order preventing or suspending the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing use of the Prospectus and (ii) the filing of UCC financing statements) and such or any preliminary prospectus filed as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions a part of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, or any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, amendment thereto; no stop order suspending the effectiveness of the Registration Statement has been issued issued; and to the best knowledge of the respective signers, no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act; and and (3) subsequent to the date of the most recent financial statements included in the Registration Statement and Prospectuses, and except as set forth or contemplated in the Prospectus, and each amendment or supplement thereto, as (A) none of the Closing Date (Company and its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the case ordinary course of business, and (B) there has not been any change that has had or would have a Material Adverse Effect or any material change in short-term debt or long-term debt of the Registration StatementCompany and its Subsidiaries. The delivery of the certificate provided for in this subparagraph shall be and constitute a representation and warranty of the Company as to the facts required in the immediately foregoing clauses (1), (2) and as of their respective issue dates (3) to be set forth in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulationssaid certificate. (xxiiiv) The IndentureAt the time the Pricing Agreement is executed and also on the First Closing Date or the Second Closing Date, as the case may be, there shall be delivered to you a letter addressed to the Underwriters from KPMG LLP, an independent registered public accountant firm, the Sale and Servicing Agreement, first one to be dated the Asset Representations Review date of the Pricing Agreement and the Administration Agreement second one to be dated the First Closing Date or the Second Closing Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Prospectus. There shall not have been duly authorized andany change or decrease specified in the letters referred to in this subparagraph which makes it impractical or inadvisable in the judgment of the Representative to proceed with the public offering or purchase of the Shares as contemplated hereby. (vi) A certificate of the chief executive officer and the principal financial officer of the Company, when duly executed dated the First Closing Date or the Second Closing Date, as the case may be, verifying the truth and delivered accuracy of such statistical or financial figures regarding the Company included in the Prospectus which you may reasonably request and which have not been otherwise verified by the Trusteeletters referred to in clause (iv) above, will constitute such verification to include the legalprovision of documentary evidence supporting any such statistical or financial figure. (vii) The “lock-up” agreements, valid each substantially in the form of Exhibit D, between you and binding obligations each of the Trustofficers and directors of the Company set forth on Schedule C, enforceable against relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the Trust date hereof, shall be in accordance full force and effect on the First Closing Date. (viii) Such further certificates and documents as you may reasonably request. All such opinions, certificates, letters and documents shall be in compliance with their termsthe provisions hereof only if they are satisfactory to you and to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, subject counsel for the Underwriters, which approval shall not be unreasonably withheld. The Company shall furnish you with such manually signed or conformed copies of such opinions, certificates, letters and documents as you request. If any condition to the effect Underwriters’ obligations hereunder to be satisfied prior to or at the First Closing Date is not so satisfied, this Agreement at your election will terminate upon notification to the Company without liability on the part of any applicable bankruptcyUnderwriter or the Company, insolvency, reorganization, moratorium except for the expenses to be paid or similar law affecting creditors’ rights generreimbursed by the Company pursuant to Sections 7 and 9 hereof and except to the extent provided in Section 11 hereof.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes Offered Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of CNHICA the Company and the Seller Selling Stockholders herein, to the accuracy of the statements certificates of Company officers of CNHICA and the Seller made delivered pursuant to the provisions hereof, to the performance by CNHICA the Company and the Seller Selling Stockholders of their respective obligations hereunder and to the following additional conditions precedent: (a) If The Representatives shall have received a letter, dated the Registration Statement has not become effective date of delivery thereof (which shall be on or prior to the date hereofof this Agreement), unless of KPMG LLP confirming that they are independent public accountants within the Underwriters agree meaning of the Act and the applicable published Rules and Regulations thereunder and stating to the effect that: (i) in writing to a later time, their opinion the financial statements examined by them and included or incorporated by reference in the Registration Statement shall comply as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii) on the basis of a reading of the latest available interim financial statements of the Company, inquiries of officials of the Company who have become effective not later than responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that: (iA) 6:00 p.m. New York City time on at the date of determination the latest available balance sheet read by such accountants, or at a subsequent specified date not more than three business days prior to the date of this Agreement, there was any change in the capital stock or any increase in short-term indebtedness or long-term debt of the public offering priceCompany and its consolidated subsidiaries or, if at the date of the latest available balance sheet read by such determination occurred at accountants, there was any decrease in consolidated net current assets or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon net assets as compared with amounts shown on the business day following latest balance sheet included in the day on Prospectus; or (B) for the period from the closing date of the latest income statement included or incorporated by reference in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year and with the period of corresponding length ended the date of the latest income statement included in the Prospectus, in consolidated net sales or net operating income in the total or per share amounts of consolidated income before extraordinary items or net income; except in all cases set forth in clause (A) above for changes, increases or decreases which the public offering price was determinedProspectus discloses have occurred or may occur or which are described in such letter; and (iii) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Registration Statements (in each case to the extent that such dollar amounts, if percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company's accounting system or are derived directly from such determination occurred after 3:00 p.m. New York City time on records by analysis or computation) with the results obtained from inquiries, a reading of such dategeneral accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Registration Statement for purposes of this subsection. (b) Each of the Preliminary Prospectus, the The Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a5(a) hereof; and, prior of this Agreement. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller Company or youthe Representatives, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfactionCommission. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or affecting particularly the business other), business, properties or properties results of operations of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. Company and its subsidiaries taken as one enterprise which, in the judgment of a majority in interest of the Underwriters, materially impairs including the investment quality of the Notes or Representatives, is material and adverse and makes it impractical or inadvisable to market proceed with completion of the Notespublic offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Underwriters, including the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, Exchange or any setting of minimum prices for trading on such exchange; (iii) , or any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. the Company on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notesmarket; (ivv) any banking moratorium declared by U.S. Federal or or, New York authorities; (vvi) any major disruption of settlements of securities or clearance services in the United States; or (vii) any attack on, outbreak or escalation of major hostilities in which or act of terrorism involving the United States is involvedStates, any declaration of war by Congress, Congress or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of a majority in interest of the Underwriters, including the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity, calamity or emergency or change makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United StatesOffered Securities. (ed) You The Representatives shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trusteeopinion, dated the Closing Date and satisfactory in form and substance to you and your counselDate, of Cahill Gordon & Reindel LLP, out▇▇▇▇ ▇▇▇▇▇▇▇ for ▇▇▇ ▇▇mpany to the effect that: (i) Each The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of CNHICA the State of Delaware. (ii) EPL Pipeline L.L.C. has been duly organized and the Seller is an validly existing as a limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust AgreementDelaware. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Underwriting Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICACompany. (viiv) The Purchase Agreement Based on oral confirmation from the Commission, the Registration Statement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made declared effective under the Act, ; the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) required filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have 424(b) has been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8424(b)), ; and, to the best knowledge of such counselour knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and under the Act and, to our knowledge, no proceedings for that purpose have been instituted or are pending or contemplated under threatened by the Act; Commission. (v) The Registration Statement, the Prospectus and each amendment or supplement to the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and Prospectus as of their respective effective or issue dates (in other than the case of the Prospectus and each supplement financial statements, including notes thereto), or any other financial, reserve or statistical information included or incorporated by reference therein or omitted therefrom, as to which we need express no opinion) complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiiivi) The Indentureform of certificate used to evidence the Common Stock complies in all material respects with all applicable statutory requirements, with any applicable requirements of the charter and by-laws of the Company and the requirements of the New York Stock Exchange. (vii) The description of the Company's common stock contained in the Company's Registration Statement on Form S-3 (File No. 333-103833) filed March 14, 2003, as amended by the Company's amended and restated by-laws filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed April 3, 2003, all of which is incorporated by reference into the Prospectus, to the extent that it constitutes matters of law, summaries of legal matters, the Sale Company's charter and Servicing Agreementbylaws or legal conclusions, has been reviewed by us and is correct in all material respects. (viii) The shares of issued and outstanding capital stock of the Company as of October 31, 2003 including without limitation, the Asset Representations Review Agreement and the Administration Agreement Offered Securities have been duly authorized andand validly issued as set forth in the Prospectus Supplement under the caption "Our Outstanding Shares of Common Stock" and are fully paid and non-assessable; and the issuance of such shares of capital stock did not violate any statutory preemptive rights, when duly executed or, to our knowledge, contractual preemptive rights or other similar rights of any security holder of the Company. (ix) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign (other than under the Act and delivered the Rules and Regulations, which have been obtained, or as may be required under the securities or blue sky laws of the various states, or the rules and regulations of the National Association of Securities Dealers, Inc., as to which we express no opinion) is necessary or required in connection with the due authorization, execution and delivery of the Underwriting Agreement by the TrusteeCompany. (x) The execution, will constitute the legal, valid delivery and binding obligations performance of the TrustUnderwriting Agreement by the Company and the consummation of the transactions contemplated in the -11- Underwriting Agreement by the Company and compliance by the Company with its obligations under the Underwriting Agreement do not and will not, enforceable against whether with or without the Trust giving of notice or lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined in accordance Section 2(a)(xii) of the Underwriting Agreement) under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to any agreement or instrument identified in the Index to Exhibits to the Registration Statement or any exhibit to any document incorporated by reference therein to which the Company or any subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary, or any applicable law, statute, rule, regulation, judgment, order, writ or decree, known to us, of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their respective properties, assets or operations. (xi) To our knowledge, there are no agreements required to be described in the Registration Statement that are not so described. We have participated in conferences with representatives of the Underwriters and the Selling Stockholders, officers and other representatives of the Company, counsel for the Company, the Underwriters and Selling Stockholders, and representatives of the independent public accountants of the Company at which the contents of the Prospectus and the Registration Statement and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of the Prospectus and the Registration Statement, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Prospectus and the Registration Statement and have made no independent check or verification thereof. On the basis of the foregoing, no facts have come to our attention which lead us to believe that the Prospectus and the Registration Statement, as of their termsrespective dates or as of the date hereof, contained or contain an untrue statement of a material fact or omitted or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we express no comment with respect to the financial statements, including the notes thereto, or any other financial, reserve or statistical data found in or derived from the internal accounting or other records of the Company and any of its subsidiaries set forth or referred to or incorporated by reference in the Prospectus and the Registration Statement). In rendering such opinion, such counsel may rely, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). (e) The Representatives shall have received an opinion, dated the Closing Date, of John H. Peper, the Company's Exe▇▇▇▇▇▇ ▇▇▇▇ ▇resident, General Counsel and Corporate Secretary, to the effect that: (i) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as now being conducted and to enter into and perform its obligations under the Underwriting Agreement. (ii) The Company is duly qualified and is in good standing in Delaware, Massachusetts, Texas and Louisiana which, to my knowledge, are the only jurisdictions in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iii) Each of the subsidiaries (as defined in the Underwriting Agreement), other than EPL Pipeline L.L.C., as to which I am rendering no opinion, has been duly organized and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its organization. (iv) Each of the subsidiaries has the power and authority to own, lease and operate its properties and to conduct its business as now conducted. (v) Each of the subsidiaries is duly qualified in the jurisdiction set forth on Exhibit A which, to my knowledge, are the only jurisdictions in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (vi) The issued and outstanding shares or membership interests of each of the subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, free and clear of any applicable bankruptcyrecorded security interest or, insolvencyto my knowledge, reorganizationany other security interest, moratorium mortgage, pledge, lien, encumbrance or similar law affecting creditors’ claim. None of the outstanding shares or membership interests of the subsidiaries were issued in violation of any statutory preemptive right or, to my knowledge, contractual preemptive rights generof any security holder of the subsidiaries. (vii) To my knowledge, there is not pending or overtly threatened in writing, any action, suit, proceeding, inquiry or investigation, against the Company or any of the subsidiaries, or again

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA CNHCA and the Seller herein, to the accuracy of the statements of officers of CNHICA CNHCA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA CNHCA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 424(b) under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from a letter of [ ] dated as of the Accounting Firm Closing Date and letters of [ ] independent public accountants dated as of the date of the Preliminary Prospectus Supplement and as of the date of the ProspectusProspectus Supplement, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICACNHCA, CNH Industrial America LLC or CNH Industrial Global N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial Global N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA CNHCA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA CNHCA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement and the Backup Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA CNHCA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICACNHCA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Liquidity Receivables Purchase Agreement, the Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement and the Sale and Backup Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICACNHCA. (vi) The Liquidity Receivables Purchase Agreement has and the Purchase Agreement have been duly authorized, executed and delivered by CNHICA CNHCA and is a are legal, valid and binding obligation obligations of CNHICA CNHCA enforceable against CNHICA CNHCA in accordance with its their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA CNHCA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA CNHCA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA CNHCA or the Seller is a party or by which CNHICA CNHCA or the Seller is bound or to which any of the properties of CNHICA CNHCA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA CNHCA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA CNHCA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA CNHCA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Each of the CNHCA Assignment dated as of the Closing Date from CNHICA CNHCA to the Seller has and the assignments of Receivables from CNHCA to the Seller pursuant to the Liquidity Receivables Purchase Agreement have been duly authorized, executed and delivered by CNHICACNHCA. (xi) Assuming that CNHICACNHCA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA CNHCA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICACNHCA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA CNHCA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICACNHCA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA CNHCA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA CNHCA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of StateState and will constitute a first priority perfected security interest therein. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Interest Rate Swap Agreements, the Purchase Agreement, the Liquidity Receivables Purchase Agreement and the Asset Representations Review Backup Servicing Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Basic Prospectus and any supplement thereto the Basic Prospectus under the headings “Overview of TransactionRisk Factors—ERISA ConsiderationsPossible liability for third party claims may cause payment delays or losses”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, ,” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Summary of Terms — ERISA Considerations” and “ERISA Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Basic Prospectus, the Basic Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the NotesSecurities”, “Depositor”, “Servicer” and “Amendments” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Description of the Notes”, “Description of the Certificates”, [“Pre-Funding Period”,] “Servicing Matters”, “AmendmentsFees and Expenses Payable Out of Cash Flows” and “The Interest Rate Swap Agreements”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement, the Trust Agreement, the Backup Servicing Agreement and the Trust AgreementInterest Rate Swap Agreements, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement Agreement, the Interest Rate Swap Agreements or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statementsProspectus) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement Agreement, the Interest Rate Swap Agreements and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act and the Trust is not required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the The Seller nor the Trust isis not, or and will not as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the TrustAct. (xxii) The Registration Statement is has become effective under the Act, any required filings of the Preliminary Prospectus Supplement and the Prospectus and any supplements thereto pursuant to Rule 424 424(b) under the Act have been made or will be made in the manner and within the time period required by Rule 424 424(b) (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generIndentur

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Underwritten Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Underwritten Notes or makes it impractical or inadvisable to market the Underwritten Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Underwritten Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and and, in the case of the Underwritten Notes, delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of StateState and will constitute a first priority perfected security interest therein. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, ,” to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Underwritten Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the retained Class B Notes or the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generaga

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller made herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereofhereto, to the performance by CNHICA and the Seller and VW Credit of their respective obligations hereunder hereunder, and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to before the date hereofExecution Time, and unless the Underwriters agree Representative agrees in writing to a later time, the Registration Statement shall have become effective not later than than: (i) 6:00 p.m. (New York City time time) on the date of determination of the public offering price, if such determination occurred at or prior to no later than 3:00 p.m. (New York City time time) on such date or (ii) 12:00 otherwise, noon on the business day following after the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the The Prospectus and any supplements thereto shall have been filed (if required) with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereofSections 2 and 5(a); and, prior to before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or youthe Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On Both at or prior to before the date hereofExecution Time, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On on or before the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm letters, dated as of the date of the Preliminary Prospectus June 14, 2003 and as of the date hereof, respectively, of the ProspectusPricewaterhouseCoopers, as applicableindependent certified public accountants, that are substantially in the form of the drafts to which you have agreed previously agreed and are otherwise substantially in form and substance reasonably satisfactory to you and your counsel. (d) Subsequent to After the execution and delivery of this AgreementExecution Time, there shall not have occurred (i) any change, or any development involving a prospective change, in the condition, financial or affecting particularly otherwise, or in the earnings, business or properties operations of the TrustIssuer, the Seller, New HollandVW Credit or VWA, CNHICAand their respective subsidiaries, CNH Industrial America LLC or CNH Industrial N.V. whichtaken as a whole, that, in the judgment of the Underwritersyour judgment, materially impairs the investment quality of the Notes or is material and adverse and that makes it impractical or inadvisable impracticable to market the Notes; (ii) any suspension or limitation of trading in securities generally Class A Notes on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or terms and in the over-the-counter market which, manner contemplated in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United StatesProspectus. (e) You shall have received an opinion or opinions (orof A▇▇▇▇ ▇. ▇▇▇▇▇▇, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, VW Credit and the Issuer, addressed to you, as Representatives of the several Underwriters, the Trustee you and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that:. (if) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority M▇▇▇▇, B▇▇▇▇, R▇▇▇ & M▇▇, special counsel to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement andyou, in the case of the Seller, VW Credit and the Sale Issuer, shall have delivered an opinion or opinions satisfactory in form and Servicing Agreementsubstance to you, dated the Closing Date and has obtained all necessary licenses addressed to you and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (iig) The direction by the Seller You shall have received an opinion addressed to the Trustee to authenticate the Certificates has been duly authorized by the Seller andyou, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorizedthe Servicer of E▇▇▇▇, executed and delivered by CNHICA and is a legal▇▇▇▇▇▇ & M▇▇▇▇▇, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its termsLLP, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under dated the Indenture for the benefit of the Holders of the Notes, of a valid security interest Closing Date and satisfactory in the Receivables, the security interests in the Financed Equipment securing the Receivables form and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trustsubstance to you and your counsel. (xiiih) The security interest granted under You shall have received an opinion addressed to you, the Indenture will be perfected upon the execution and delivery of the Basic Documents Seller and the filing Servicer of a UCC financing statement with R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to the Owner Trustee and special Delaware Secretary of State. No filing or other action, other than counsel to the execution and delivery of the Basic Documents Seller and the filing of Issuer, dated the UCC financing statement with the Delaware Secretary of State referred Closing Date and satisfactory in form and substance to above, is necessary to perfect you and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third partiesyour counsel. (xivi) The Receivables are either tangible chattel paper or electronic chattel paper as defined in You shall have received certificates dated the NYUCC. (xv) The Sale and Servicing AgreementClosing Date of any two of the President, the Trust AgreementChief Financial Officer, any Vice President, the Indenture, Controller or the Administration Agreement, Treasurer of the Purchase Agreement Seller and VW Credit in which such officers shall state: (A) that the Asset Representations Review Agreement conform in all material respects with the description thereof representations and warranties made by such entity contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus Transaction Documents and this Agreement are true and correct, that such party has complied with all agreements and satisfied all conditions on its part to be performed or as a result of satisfied under such agreements on or before the issuance of the Certificates becomeClosing Date, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending contemplated by the Commission or, to the knowledge of such officers, any authority administering state securities or contemplated under blue sky laws and (B) that since March 31, 2003 there has not occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting the Act; and condition, financial or otherwise, or in the Registration Statement and earnings, business or operations of the Issuer, the Seller or the Servicer except as disclosed to you in writing prior to the date of the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiiij) The IndentureYou shall have received evidence satisfactory to you that, on or before the Closing Date, UCC-1 financing statements have been or are being filed in all applicable governmental offices reflecting (A) the transfer of the interest of VW Credit in the Receivables and the proceeds thereof to the Seller pursuant to the Purchase Agreement, (B) the transfer of the interest of the Seller in the Purchase Agreement, the Receivables and the proceeds thereof to the Issuer pursuant to the Sale and Servicing Agreement, and (C) the grant by the Issuer to the Indenture Trustee under the Indenture of a security interest in the interest of the Issuer in the Purchase Agreement, the Sale and Servicing Agreement, the Asset Representations Review Agreement Receivables and the Administration Agreement proceeds thereof. (k) The Class A-1 Notes shall have been duly authorized andrated in the highest short-term rating category and the Class A-2 Notes, when duly Class A-3 Notes and Class A-4 Notes shall have been rated in the highest long-term rating category by Standard and Poor’s Ratings Services, a division of The M▇▇▇▇▇-▇▇▇▇ Companies, Inc. and M▇▇▇▇’▇ Investors Service, Inc. (l) You shall have received, from each of VW Credit and the Seller, a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of the: (i) organizational documents, (ii) applicable resolutions and delivered by the Trustee(iii) designation of incumbency of each such entity. The Seller will provide or cause to be provided to you conformed copies of such opinions, will constitute the legalcertificates, valid letters and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium documents as you or similar law affecting creditors’ rights generyour counsel reasonably request.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 424(b) under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm a letter of independent public accountants dated as of a date at least five business days on or prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm letters of independent public accountants dated as of the date of the Preliminary Prospectus Supplement and as of the date of the ProspectusProspectus Supplement, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Liquidity Receivables Purchase Agreement, the Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Liquidity Receivables Purchase Agreement has and the Purchase Agreement have been duly authorized, executed and delivered by CNHICA and is a are legal, valid and binding obligation obligations of CNHICA enforceable against CNHICA in accordance with its their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The Each of the CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has and the assignments of Receivables from CNHICA to the Seller pursuant to the Liquidity Receivables Purchase Agreement have been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of StateState and will constitute a first priority perfected security interest therein. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Liquidity Receivables Purchase Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Base Prospectus and any supplement thereto under the headings “Overview of TransactionRisk Factors—ERISA ConsiderationsPossible liability for third party claims may cause payment delays or losses”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, ,” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Summary of Terms—ERISA Considerations” and “ERISA Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Base Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer” and “Amendments” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Description of the Notes”, “Description of the Certificates”, “Servicing Matters”, ,” and “AmendmentsFees and Expenses Payable Out of Cash Flows”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statementsProspectus) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus Supplement and the Prospectus and any supplements thereto pursuant to Rule 424 424(b) under the Act have been made or will be made in the manner and within the time period required by Rule 424 424(b) (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights gener

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will Firm Shares on the First Closing Date and the Option Shares on the Second Closing Date shall be subject to the accuracy of the representations and warranties on the part of CNHICA the Company and each of the Seller hereinSelling Shareholders herein set forth as of the date hereof and as of the First Closing Date or the Second Closing Date, as the case may be, to the accuracy of the statements of officers of CNHICA and the Seller Company made pursuant to the provisions hereof, to the performance by CNHICA the Company and each of the Seller Selling Shareholders of their respective obligations hereunder hereunder, and to the following additional conditions precedentconditions: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the The Registration Statement shall have become effective either prior to the execution of this Agreement or not later than (i) 6:00 p.m. New York City time 1:00 P.M., Chicago Time, on the first full business day after the date of determination of the public offering pricethis Agreement, if or such determination occurred at or prior later time as shall have been consented to 3:00 p.m. New York City time on such date or (ii) 12:00 noon by you but in no event later than 1:00 P.M., Chicago Time, on the third full business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) date hereof; and, and prior to the First Closing Date or the Second Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Seller Company, the Selling Shareholders or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; Commission. If the Company has elected to rely upon Rule 430A, the information concerning the public offering price of the Shares and any requests for additional price-related information from shall have been transmitted to the Commission with respect for filing pursuant to Rule 424(b) in the manner and within the prescribed time period (without reliance on Rule 424(b)(8)) and the Company will provide evidence satisfactory to the Representative of such timely filing (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rules 430A and 424(b)). If a Rule 462(b) Registration Statement is required, such Registration Statement shall have been complied transmitted to the Commission for filing and become effective within the prescribed time period and, prior to the First Closing Date, the Company shall have provided evidence of such filing and effectiveness in accordance with to your satisfactionRule 462(b). (b) The Shares shall have been qualified for sale under the blue sky laws of such states as shall have been specified by the Representative. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form The legality and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as sufficiency of the date authorization, issuance and sale or transfer and sale of the Preliminary Prospectus Shares hereunder, the validity and as form of the date certificates representing the Shares, the execution and delivery of this Agreement and the ProspectusPricing Agreement, as applicableand all corporate proceedings and other legal matters incident thereto, that are substantially in and the form of the drafts to which you Registration Statement, the Disclosure Package and the Prospectus (except financial statements) shall have previously agreed and are otherwise in form and substance satisfactory to you and your counselbeen approved by counsel for the Underwriters exercising reasonable judgment. (d) You shall not have advised the Company that the Registration Statement, the Disclosure Package or the Prospectus or any amendment or supplement thereto, contains an untrue statement of fact, which, in the opinion of counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the TrustCompany or its subsidiaries, whether or not arising in the Sellerordinary course of business, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the good faith judgment of the UnderwritersRepresentative, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion the public offering or purchase of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United StatesShares as contemplated hereby. (ef) You There shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed been furnished to you, as Representatives Representative of the several Underwriters, on the Trustee First Closing Date or the Second Closing Date, as the case may be, except as otherwise expressly provided below: (i) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Company, addressed to the Underwriters and the Indenture Trustee, dated the First Closing Date and satisfactory in form and substance to you and your counselor the Second Closing Date, as the case may be, to the effect that: (i1) Each of CNHICA the Company has been duly incorporated and the Seller is an validly existing limited liability company as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement Prospectus; and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates Company has been duly authorized by qualified to do business as a foreign corporation under the Seller andcorporation law of, when the Certificates have been duly executedand is in good standing as such in, authenticated and delivered by the Trustee each jurisdiction identified in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject such opinion; (2) an opinion to the obligations same general effect as clause (1) of this subparagraph (i) in respect of HWC Wire and Cable Company (“OpCo”); (3) all of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect capital stock of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement OpCo has been duly authorized, executed validly issued and delivered by each is fully paid and nonassessable, and, except as disclosed in the Registration Statement, the Company is the record owner of 100 percent of the Seller and CNHICA.outstanding capital stock of OpCo; (vi4) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation authorized capital stock of the transactions contemplated therebyCompany, will not conflict withof which there is outstanding the amount set forth in the Prospectus (except for subsequent issuances, or result in a breachif any, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known pursuant to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, stock options or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking rights referred to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that DealerProspectus), which ownership or security interest (whichever it may be) is perfected and prior conforms as to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform legal matters in all material respects with to the description thereof contained in the Prospectus Registration Statement and any supplement thereto.the Prospectus; (xvi5) The statements the issued and outstanding capital stock of the Company, including the Shares, has been duly authorized and validly issued and is fully paid and nonassessable; (6) the certificates for the Shares to be delivered hereunder are in due and proper form; (7) the Preliminary Prospectus, Prospectus and any supplement thereto Registration Statement has become effective under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and 1933 Act; any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have 424(b) has been made or will be made in the manner and within the time period required by Rule 424 424(b) (without reference to Rule 424(b)(8)), and, ; any Issuer Free Writing Prospectus identified by the Company to such counsel and required to be filed pursuant to Rule 433 has been filed in the manner and within the time period required by Rule 433(d); to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act; , and the Registration Statement and (including the Prospectusinformation deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430A(b)), the Prospectus and each amendment or supplement thereto, thereto (except for the financial statements and other statistical or financial data included therein as of the Closing Date (in the case of the Registration Statementto which such counsel need express no opinion) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied comply as to form in all material respects with the requirements of the 1933 Act; and the statements in the Registration Statement and the Prospectus summarizing statutes, rules and regulations are true and correct in all material respects; (8) the statements under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness,” “Management—Executive Compensation—Employment Arrangements and Payments upon Termination of Employment,” “Management—Executive Compensation—Securities Authorized for Issuance under Equity Compensation Plans,” “Relationships and Transactions with Related Parties,” “Description of Capital Stock, Certificate of Incorporation and By-Laws” and “Shares Eligible for Future Sale” in the Prospectus, insofar as such statements constitute a summary of documents, matters of law or legal conclusions, are accurate summaries and correctly present, in all material respects, the Trust Indenture Act information called for with respect to such documents and the Rules and Regulations.matters; (xxiii9) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review this Agreement and the Administration Pricing Agreement and the performance of the Company’s obligations hereunder have been duly authorized and, when by all necessary corporate action and this Agreement and the Pricing Agreement have been duly executed and delivered by and on behalf of the TrusteeCompany, will constitute the and are legal, valid and binding obligations agreements of the TrustCompany, enforceable against except as enforceability of the Trust same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights and by the exercise of judicial discretion in accordance with general principles applicable to equitable and similar remedies and except as to those provisions relating to indemnities for liabilities arising under the 1933 Act as to which no opinion need be expressed; and no approval, authorization or consent of any public board, agency, or instrumentality of the United States or of the State of Illinois or under the Delaware General Corporation Law is necessary in connection with the sale of the Shares pursuant to this Agreement (other than under the 1933 Act, applicable blue sky laws and the rules of the NASD) or the consummation by the Company of any other transactions contemplated hereby; (10) the execution and performance of this Agreement will not contravene any of the provisions of, or result in a default under, any agreement, franchise, license, indenture, mortgage, deed of trust or other instrument identified to such counsel of the Company or any of its subsidiaries or by which the property of any of them is bound and which contravention or default would be material to the Company and its subsidiaries taken as a whole; or violate any of the provisions of the charter or bylaws of the Company or OpCo or, so far as is known to such counsel, violate any statute, order, rule or regulation of any regulatory or governmental body having jurisdiction over the Company or OpCo; and (11) the Company is not an “investment company” or a person “controlled by” an “investment company” within the meaning of the Investment Company Act. In addition, such counsel shall state that nothing has come to the attention of such counsel which causes such counsel to believe that either the Registration Statement (including the information deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430A(b)) or the Prospectus, or the Registration Statement or the Prospectus as amended or supplemented (except for the financial statements and other statistical or financial data included therein as to which such counsel need express no opinion), as of their termsrespective effective or issue dates, subject contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus as amended or supplemented, if applicable, as of the First Closing Date or the Second Closing Date, as the case may be, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, or that the Statutory Prospectus and any Issuer Free Writing Prospectus identified by the Company to such counsel (except for the financial statements and other statistical or financial data included therein as to which such counsel need express no opinion), as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In rendering such opinion, such counsel may state that they are relying upon the certificate of American Stock Transfer & Trust Company, the transfer agent for the Common Stock, as to the number of shares of Common Stock at any time or times outstanding, and that insofar as their opinion relates to the accuracy and completeness of the Registration Statement, the Disclosure Package and the Prospectus, it is based upon a general review with the Company’s representatives and independent accountants of the information contained therein, without independent verification by such counsel of the accuracy or completeness of such information. Such counsel may also rely upon the opinions of other competent counsel and, as to factual matters, on certificates of officers of the Company and of state officials, in which case their opinion is to state that they are so doing and copies of said opinions or certificates are to be attached to the opinion unless said opinions or certificates (or, in the case of certificates, the information therein) have been furnished to the Representative in other form. (ii) Opinions of counsel for each of the Selling Shareholders, in each case addressed to the Underwriters and dated the First Closing Date or the Second Closing Date, as the case may be, to the effect that: (1) this Agreement and the Pricing Agreement have been duly authorized, executed and delivered by or on behalf of such Selling Shareholder; the Agent and the Custodian for such Selling Shareholder have been duly and validly authorized to carry out all transactions contemplated herein on behalf of such Selling Shareholder, and the performance of this Agreement and the Pricing Agreement and the consummation of the transactions herein contemplated by such Selling Shareholder will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any federal or state statutory law or regulation, or any order, rule or regulation known to such counsel of any federal or state court or governmental agency or body having jurisdiction over such Selling Shareholder or any of its properties; and no consent, approval, authorization or order of any federal or state court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement and the Pricing Agreement in connection with the sale of Shares to be sold by such Selling Shareholder hereunder, except such as have been obtained under the 1933 Act and such as may be required under applicable blue sky laws in connection with the purchase and distribution of such Shares by the Underwriters and the clearance of such offering with the NASD; (2) (A) such Selling Shareholder has full power and authority to enter into this Agreement and the Pricing Agreement and to sell, transfer and deliver the Shares to be sold on the First Closing Date or the Second Closing Date, as the case may be, by such Selling Shareholder hereunder, and (B) upon delivery to the Underwriters on the First Closing Date or the Second Closing Date, as the case may be, the applicable Underwriters purchasing such Shares on such date shall have obtained control of such Shares and shall acquire their respective interest in such Shares free of any adverse claim; and (3) this Agreement and the Pricing Agreement are legal, valid and binding agreements of such Selling Shareholder except as enforceability of the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar law laws affecting creditors’ rights generand by the exercise of judicial discretion in accordance with general principles applicable to equitable and similar remedies and except with respect to those provisions relating to indemnities for liabilities, as to which no opinion need be expressed. (iii) Such opinion or opinions of Sidley Austin LLP, counsel for the Underwriters, dated the First Closing Date or the Second Closing Date, as the case may be, with respect to the incorporation of the Company, the Registration Statement, the Disclosure Package and the Prospectus and other related matters as you may reasonably require, and the Company shall have furnished to such counsel such documents and shall have exhibited to them such papers and records as they request for the purpose of enabling them to pass upon such matters. (iv) A certificate of the chief executive officer and the principal financial officer of the Company, dated the First Closing Date or the Second Closing Date, as the case may be, to the effect that: (1) the representations and warranties of the Company set forth in Section 2 of this Agreement are true and correct as of the date of this Agreement and as of the First Closing Date or the Second Closing Date, as the case may be, and the C

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 424(b) under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated as of the date of the Preliminary Prospectus Supplement and as of the date of the ProspectusProspectus Supplement, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Liquidity Receivables Purchase Agreement, the Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Liquidity Receivables Purchase Agreement has and the Purchase Agreement have been duly authorized, executed and delivered by CNHICA and is a are legal, valid and binding obligation obligations of CNHICA enforceable against CNHICA in accordance with its their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The Each of the CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has and the assignments of Receivables from CNHICA to the Seller pursuant to the Liquidity Receivables Purchase Agreement have been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of StateState and will constitute a first priority perfected security interest therein. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Liquidity Receivables Purchase Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Base Prospectus and any supplement thereto under the headings “Overview of TransactionRisk Factors—ERISA ConsiderationsPossible liability for third party claims may cause payment delays or losses”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, ,” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Summary of Terms—ERISA Considerations” and “ERISA Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Base Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer” and “Amendments” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Description of the Notes”, “Description of the Certificates”, “Servicing Matters”, ,” and “AmendmentsFees and Expenses Payable Out of Cash Flows”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statementsProspectus) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus Supplement and the Prospectus and any supplements thereto pursuant to Rule 424 424(b) under the Act have been made or will be made in the manner and within the time period required by Rule 424 424(b) (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Administration Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generrespec

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller Corporation herein, to the accuracy of the statements of officers of CNHICA and the Seller Corporation made pursuant to the provisions hereof, to the performance by CNHICA and the Seller Corporation of their respective its obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereof, unless the Underwriters agree in writing to a later time, the Registration Statement The Prospectus shall have become effective not later than (ibeen filed by the Corporation with the Commission pursuant to Rule 424(b) 6:00 p.m. New York City within the applicable time on period prescribed for filing by the date of determination of 1933 Act Regulations and in accordance herewith and the public offering pricePermitted Free Writing Prospectus shall have been filed by the Corporation with the Commission within the applicable time periods prescribed for such filings by, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determinedand otherwise in compliance with, if such determination occurred after 3:00 p.m. New York City time on such dateRule 433. (b) Each of At or after the Preliminary Prospectus, the Prospectus Applicable Time and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act shall have been instituted or, to the knowledge of the Seller Corporation or you, shall be contemplated threatened by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfactionCommission. (c) On At or after the Applicable Time and prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm dated rating assigned by M▇▇▇▇’▇ Investors Service, Inc. or S&P Global Ratings (or any of their successors) to any debt securities or preferred stock of the Corporation as of the date of the Preliminary Prospectus and as of the date of the Prospectus, as applicable, that are substantially in the form of the drafts to which you this Agreement shall not have previously agreed and are otherwise in form and substance satisfactory to you and your counselbeen lowered. (d) Subsequent Since the respective most recent dates as of which information is given in the Pricing Disclosure Package and the Prospectus and up to the execution and delivery of this AgreementClosing Date, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICA, CNH Industrial America LLC or CNH Industrial N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or been any material adverse change in the condition of the Corporation, financial markets ifor otherwise, except as reflected in or contemplated by the Pricing Disclosure Package and the Prospectus, and, since such dates and up to the Closing Date, there shall not have been any material transaction entered into by the Corporation other than transactions contemplated by the Pricing Disclosure Package and the Prospectus and transactions in the judgment ordinary course of the Underwritersbusiness, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes which in your reasonable judgment is so material and adverse as to make it impractical impracticable or inadvisable to proceed with completion the public offering or the delivery of the sale of Notes on the terms and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United Statesmanner contemplated by the Pricing Disclosure Package and the Prospectus. (e) You shall have received an opinion or opinions of R▇▇▇▇▇ ▇. ▇▇▇▇▇ III, Esq., Deputy General Counsel of Duke Energy Business Services LLC (orwho in such capacity provides legal services to the Corporation), in the case service company subsidiary of the penultimate paragraph of this clause Corporation, or other appropriate counsel reasonably satisfactory to the Representatives (ewhich may include the Corporation’s other “in-house” counsel), a negative assurance letter) of counsel to CNHICA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counselDate, to the effect that: (i) Each of CNHICA Duke Energy Ohio, Inc., Progress Energy, Inc. and the Seller Piedmont Natural Gas Company, Inc., has been duly incorporated and is an validly existing limited liability company in good standing under the laws of the State jurisdiction of Delaware with its incorporation and has the respective corporate power and authority and foreign qualifications necessary to own its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement Pricing Disclosure Package and the Purchase Agreement andProspectus. Each of Duke Energy Carolinas, LLC, Duke Energy Florida, LLC, Duke Energy Indiana, LLC and Duke Energy Progress, LLC has been duly organized and is validly existing and in good standing as a limited liability company under the case laws of the SellerState of North Carolina, the Sale State of Florida, the State of Indiana and Servicing Agreementthe State of North Carolina, respectively, and has obtained all full limited liability company power and authority necessary licenses to own its properties and approvals to conduct its business as described in the Pricing Disclosure Package and the Prospectus. (ii) Each of the Corporation and the Principal Subsidiaries is duly qualified to do business in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification, except where the failure to qualify so qualify, considering all such cases in the aggregate, does not have a material adverse effect on the business, properties, financial condition or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations results of operations of the Seller under Section 2.10 of the Trust Agreement Corporation and entitled to the benefits of the Trust Agreementits subsidiaries taken as a whole. (iii) The direction by CNHICA Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA1933 Act Regulations, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of State. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement and the Asset Representations Review Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated threatened under the 1933 Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date . (iv) The descriptions in the case of the Registration Statement) , the Pricing Disclosure Package and as the Prospectus of any legal or governmental proceedings are accurate and fairly present the information required to be shown, and such counsel does not know of any litigation or any legal or governmental proceeding instituted or threatened against the Corporation or any of its Principal Subsidiaries or any of their respective issue dates (properties that would be required to be disclosed in the case of Registration Statement, the Pricing Disclosure Package or the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulationsis not so disclosed. (xxiiiv) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review This Agreement and the Administration Agreement have has been duly authorized andauthorized, when duly executed and delivered by the Corporation. (vi) The execution, delivery and performance by the Corporation of this Agreement and the Indenture and the issue and sale of the Notes will not violate or contravene any of the provisions of the Certificate of Incorporation or By-Laws of the Corporation or any statute or any order, rule or regulation of which such counsel is aware of any court or governmental agency or body having jurisdiction over the Corporation or any of its Principal Subsidiaries or any of their respective property, nor will such action conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Corporation or any of its Principal Subsidiaries is a party or by which any of them or their respective property is bound or to which any of its property or assets is subject, which affects in a material way the Corporation’s ability to perform its obligations under this Agreement, the Indenture and the Notes. (vii) The Indenture has been duly authorized, executed and delivered by the Corporation and, assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding instrument of the Corporation, enforceable against the Corporation in accordance with its terms. (viii) The Notes have been duly authorized, executed and issued by the Corporation and, when authenticated by the Trustee, in the manner provided in the Indenture and delivered against payment therefor, will constitute valid and legally binding obligations of the legalCorporation enforceable against the Corporation in accordance with their terms, and are entitled to the benefits afforded by the Indenture in accordance with the terms of the Indenture and the Notes. (ix) No consent, approval, authorization, order, registration or qualification is required to authorize, or for the Corporation to consummate the transactions contemplated by this Agreement, except for such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters and except as required in Condition No. 7.6 of the order of the North Carolina Utilities Commission dated September 29, 2016, in Docket Nos. E-7, Sub 1100, E-2, Sub 1095, and G-9, Sub 682, which consent has been obtained. Such counsel may state that his opinions in paragraphs (vii) and (viii) are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Such counsel shall state that nothing has come to his attention that has caused him to believe that each document incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when filed, was not, on its face, appropriately responsive, in all material respects, to the requirements of the 1934 Act and the 1934 Act Regulations. Such counsel shall also state that nothing has come to his attention that has caused him to believe that (i) the Registration Statement, including the Rule 430B Information, as of its effective date and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package at the Applicable Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) that the Prospectus, as of its date or at the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may also state that, except as otherwise expressly provided in such opinion, he does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Pricing Disclosure Package or the Prospectus and does not express any opinion or belief as to (i) the financial statements or other financial and accounting data contained or incorporated by reference therein or excluded therefrom, including XBRL interactive data, (ii) the statement of the eligibility and qualification of the Trustee included in the Registration Statement (the “Form T-1”) or (iii) the information in the Prospectus under the caption “Book-Entry System.” In rendering the foregoing opinion, such counsel may state that he does not express any opinion concerning any law other than the law of the State of North Carolina or, to the extent set forth in the foregoing opinions, the federal securities laws and may rely as to all matters of the laws of the States of South Carolina, Ohio, Indiana and Florida on appropriate counsel reasonably satisfactory to the Representatives, which may include the Corporation’s other “in-house” counsel). Such counsel may also state that he has relied as to certain factual matters on information obtained from public officials, officers of the Corporation and other sources believed by him to be reliable. (f) You shall have received an opinion of Hunton A▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Corporation, dated the Closing Date, to the effect that: (i) The Corporation has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware. (ii) The Corporation has the corporate power and corporate authority to execute and deliver this Agreement and the Supplemental Indenture and to consummate the transactions contemplated hereby. (iii) This Agreement has been duly authorized, executed and delivered by the Corporation. (iv) The Indenture has been duly authorized, executed and delivered by the Corporation and, assuming the due authorization, execution and delivery thereof by the Trustee, is a valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its terms. (v) The Notes have been duly authorized and executed by the Corporation, and, when duly authenticated by the Trustee and issued and delivered by the Corporation against payment therefor in accordance with the terms of this Agreement and the Indenture, the Notes will constitute valid and binding obligations of the TrustCorporation, entitled to the benefits of the Indenture and enforceable against the Trust Corporation in accordance with their terms. (vi) The statements set forth (i) under the caption “Description of Debt Securities” (other than under the caption “Global Securities”) that are included in the Base Prospectus and (ii) under the caption “Description of the Notes” in the Pricing Disclosure Package and the Prospectus, insofar as such statements purport to summarize certain provisions of the Indenture and the Notes, fairly summarize such provisions in all material respects. (vii) The statements set forth under the caption “Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders,” in the Pricing Disclosure Package and the Prospectus, insofar as such statements purport to constitute summaries of matters of United States federal income tax law, constitute accurate and complete summaries, in all material respects, subject to the effect qualifications set forth therein. (viii) No Governmental Approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required for, the execution or delivery of this Agreement by the Corporation or the consummation by the Corporation of the transactions contemplated hereby, except for such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters. “Governmental Approval” means any consent, approval, license, authorization or validation of, or filing, qualification or registration with, any Governmental Authority required to be made or obtained by the Corporation pursuant to Applicable Laws, other than any consent, approval, license, authorization, validation, filing, qualification or registration that may have become applicable as a result of the involvement of any applicable bankruptcyparty (other than the Corporation) in the transactions contemplated by this Agreement or because of such parties’ legal or regulatory status or because of any other facts specifically pertaining to such parties and “Governmental Authority” means any court, insolvencyregulatory body, reorganizationadministrative agency or governmental body of the State of North Carolina, moratorium the State of New York or similar law affecting creditors’ rights generthe State of Delaware or the United States of America having jurisdiction over the Corporation under Applicable Law but excluding the North Carolina Utilities Commission, the New York Public Service Commission and the Delaware Public Service Commission.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller made herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereofhereto, to the performance by CNHICA and the Seller and VW Credit of their respective obligations hereunder hereunder, and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to before the date hereofExecution Time, and unless the Underwriters agree Representative agrees in writing to a later time, the Registration Statement shall have become effective not later than than: (i) 6:00 p.m. (New York City time time) on the date of determination of the public offering price, if such determination occurred at or prior to no later than 3:00 p.m. (New York City time time) on such date or (ii) 12:00 otherwise, noon on the business day following after the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the The Prospectus and any supplements thereto shall have been filed (if required) with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereofSections 2 and 5(a); and, prior to before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or youthe Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On Both at or prior to before the date hereofExecution Time, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On on or before the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm letters, dated as of the date of the Preliminary Prospectus hereof and as of the date Closing Date, respectively, of the ProspectusPricewaterhouseCoopers, as applicableindependent certified public accountants, that are substantially in the form of the drafts to which you have agreed previously agreed and are otherwise substantially in form and substance reasonably satisfactory to you and your counsel. (d) Subsequent to After the execution and delivery of this AgreementExecution Time, there shall not have occurred (i) any change, or any development involving a prospective change, in the condition, financial or affecting particularly otherwise, or in the earnings, business or properties operations of the TrustIssuer, the Seller, New HollandVW Credit or VWA, CNHICAand their respective subsidiaries, CNH Industrial America LLC or CNH Industrial N.V. whichtaken as a whole, that, in the judgment of the Underwritersyour judgment, materially impairs the investment quality of the Notes or is material and adverse and that makes it impractical or inadvisable impracticable to market the Notes; (ii) any suspension or limitation of trading in securities generally Notes on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or terms and in the over-the-counter market which, manner contemplated in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United StatesProspectus. (e) You shall have received an opinion or opinions (orof __________, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA and the Seller, VW Credit and the Issuer, addressed to you, as Representatives of the several Underwriters, the Trustee you and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that:. (if) Each of CNHICA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority Mayer, Brown, Rowe & Maw, special counsel to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement andyou, in the case of the Seller, VW Credit and the Sale Issu▇▇, shall have delivered an opinion or opinions satisfactory in form and Servicing Agreementsubstance to you, dated the Closing Date and has obtained all necessary licenses addressed to you and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (iig) The direction by the Seller You shall have received an opinion addressed to the Trustee to authenticate the Certificates has been duly authorized by the Seller andyou, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorizedthe Servicer of _________________, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under dated the Indenture for the benefit of the Holders of the Notes, of a valid security interest Closing Date and satisfactory in the Receivables, the security interests in the Financed Equipment securing the Receivables form and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trustsubstance to you and your counsel. (xiiih) The security interest granted under You shall have received an opinion addressed to you, the Indenture will be perfected upon the execution and delivery of the Basic Documents Seller and the filing Servicer of a UCC financing statement with ______________, counsel to the Owner Trustee and special Delaware Secretary of State. No filing or other actioncounsel to the Seller, other than dated the execution Closing Date and delivery of the Basic Documents satisfactory in form and the filing of the UCC financing statement with the Delaware Secretary of State referred substance to above, is necessary to perfect you and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third partiesyour counsel. (xivi) The Receivables are either tangible chattel paper or electronic chattel paper as defined in You shall have received certificates dated the NYUCC. (xv) The Sale and Servicing AgreementClosing Date of any two of the President, Chief Financial Officer, any Vice President, the Trust Agreement, Controller or the Indenture, Treasurer of the Administration Agreement, Seller and VW Credit in which such officers shall state that: (A) the Purchase Agreement representations and the Asset Representations Review Agreement conform in all material respects with the description thereof warranties made by such entity contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus Transaction Documents and this Agreement are true and correct, that such party has complied with all agreements and satisfied all conditions on its part to be performed or as a result of satisfied under such agreements on or before the issuance of the Certificates becomeClosing Date, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending contemplated by the Commission or, to the knowledge of such officers, any authority administering state securities or contemplated under blue sky laws and (B) __________, 200__ there has not occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting the Act; and condition, financial or otherwise, or in the Registration Statement and earnings, business or operations of the Issuer, the Seller or the Servicer except as disclosed to you in writing prior to the date of the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiiij) The IndentureYou shall have received evidence satisfactory to you that, on or before the Closing Date, UCC-1 financing statements have been or are being filed in all applicable governmental offices reflecting (A) the transfer of the interest of VW Credit in the Receivables and the proceeds thereof to the Seller pursuant to the Purchase Agreement, (B) the transfer of the interest of the Seller in the Purchase Agreement, the Receivables and the proceeds thereof to the Issuer pursuant to the Sale and Servicing Agreement, and (C) the grant by the Issuer to the Indenture Trustee under the Indenture of a security interest in the interest of the Issuer in the Purchase Agreement, the Sale and Servicing Agreement, the Asset Representations Review Agreement Receivables and the Administration Agreement proceeds thereof. (k) The Notes shall have been duly authorized andrated in the highest long-term rating category by Standard and Poor's Ratings Services, when duly a division of The McGraw-Hill Companies, Inc., Fitch Ratings and Moody's Investors Servi▇▇, ▇▇▇. (l) You shall have received, ▇▇▇▇ ▇ach of VW Credit and the Seller, a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of the: (i) organizational documents, (ii) applicable resolutions and delivered by the Trustee(iii) designation of incumbency of each such entity. The Seller will provide or cause to be provided to you conformed copies of such opinions, will constitute the legalcertificates, valid letters and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium documents as you or similar law affecting creditors’ rights generyour counsel reasonably request.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA and the Seller made herein, to the accuracy of the statements of officers of CNHICA and the Seller made pursuant to the provisions hereofhereto, to the performance by CNHICA the Transferor and the Seller VW Credit of their respective obligations hereunder hereunder, and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to before the date hereofExecution Time, and unless the Underwriters agree Representative agrees in writing to a later time, the Registration Statement shall have become effective not later than than: (i) 6:00 p.m. (New York City time time) on the date of determination of the public offering price, if such determination occurred at or prior to no later than 3:00 p.m. (New York City time time) on such date or (ii) 12:00 otherwise, noon on the business day following after the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the The Prospectus and any supplements thereto shall have been filed (if required) with the Commission in the manner and within the applicable time period required under Rule 424 under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereofSections 2 and 5(a); and, prior to before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller Transferor or youthe Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On Both at or prior to before the date hereofExecution Time, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On on or before the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm letters, dated as of the date of the Preliminary Prospectus hereof and as of the date Closing Date, respectively, of the ProspectusPricewaterhouseCoopers, as applicableindependent certified public accountants, that are substantially in the form of the drafts to which you have agreed previously agreed and are otherwise substantially in form and substance reasonably satisfactory to you and your counsel. (d) Subsequent to After the execution and delivery of this AgreementExecution Time, there shall not have occurred (i) any change, or any development involving a prospective change, in the condition, financial or affecting particularly otherwise, or in the earnings, business or properties operations of the TrustIssuer, the SellerTransferor, New HollandVW Credit or VWA, CNHICAand their respective subsidiaries, CNH Industrial America LLC or CNH Industrial N.V. whichtaken as a whole, that, in the judgment of the Underwritersyour judgment, materially impairs the investment quality of the Notes or is material and adverse and that makes it impractical impracticable or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally Notes on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial N.V. on any exchange or terms and in the over-the-counter market which, manner contemplated in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United StatesProspectus. (e) You shall have received an opinion or opinions (orof ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA the Transferor, VW Credit and the SellerIssuer, addressed to you, as Representatives of the several Underwriters, the Trustee you and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that:. (if) Each of CNHICA ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ & Maw LLP, special counsel to you, the Transferor, VW Credit and the Seller is Issuer, shall have delivered an existing limited liability company opinion or opinions satisfactory in good standing under form and substance to you, dated the laws of the State of Delaware with power Closing Date and authority addressed to own its properties you and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (iig) The direction by the Seller You shall have received an opinion addressed to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreementyou, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Purchase Agreement, the Trust Agreement Transferor and the Sale and Servicing Agreement have been duly authorizedServicer of ▇▇▇▇▇, executed and delivered by the Seller▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICA. (vi) The Purchase Agreement has been duly authorized, executed and delivered by CNHICA and is a legal, valid and binding obligation of CNHICA enforceable against CNHICA in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA or the Seller is a party or by which CNHICA or the Seller is bound or to which any of the properties of CNHICA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Assignment dated as of the Closing Date from CNHICA to the Seller has been duly authorized, executed and delivered by CNHICA. (xi) Assuming that CNHICA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under dated the Indenture for the benefit of the Holders of the Notes, of a valid security interest Closing Date and satisfactory in the Receivables, the security interests in the Financed Equipment securing the Receivables form and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trustsubstance to you and your counsel. (xiiih) The security interest granted under You shall have received an opinion addressed to you, the Indenture will be perfected upon the execution and delivery of the Basic Documents Transferor and the filing Servicer of a UCC financing statement with ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to the Owner Trustee and special Delaware Secretary of State. No filing or other action, other than counsel to the execution and delivery of the Basic Documents Origination Trust and the filing of SUBI Trustee, dated the UCC financing statement with the Delaware Secretary of State referred Closing Date and satisfactory in form and substance to above, is necessary to perfect you and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third partiesyour counsel. (xivi) The Receivables are either tangible chattel paper or electronic chattel paper as defined in You shall have received certificates dated the NYUCC. (xv) The Sale and Servicing AgreementClosing Date of any two of the President, Chief Financial Officer, any Vice President, the Trust Agreement, Controller or the Indenture, Treasurer of the Administration Agreement, Transferor and VW Credit in which such officers shall state that: (A) the Purchase Agreement representations and the Asset Representations Review Agreement conform in all material respects with the description thereof warranties made by such entity contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Overview of Transaction—ERISA Considerations”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Prospectus, Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the Notes”, “Depositor”, “Servicer”, “Servicing Matters”, “Amendments”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Trust Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the Seller nor the Trust is, or will as a result of the offer and sale of the Notes as contemplated in the Prospectus Transaction Documents and this Agreement are true and correct, that such party has complied with all agreements and satisfied all conditions on its part to be performed or as a result of satisfied under such agreements on or before the issuance of the Certificates becomeClosing Date, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the Trust. (xxii) The Registration Statement is effective under the Act, any required filings of the Preliminary Prospectus and the Prospectus and any supplements thereto pursuant to Rule 424 under the Act have been made or will be made in the manner and within the time period required by Rule 424 (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending contemplated by the Commission or, to the knowledge of such officers, any authority administering state securities or contemplated under blue sky laws and (B) since September 30, 2004 there has not occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting the Act; and condition, financial or otherwise, or in the Registration Statement and earnings, business or operations of the Issuer, the Transferor or the Servicer except as disclosed to you in writing prior to the date of the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiiij) The IndentureYou shall have received evidence satisfactory to you that, on or before the Closing Date, UCC-1 financing statements have been or are being filed in all applicable governmental offices reflecting (A) the transfer of the interest of VW Credit in the Transaction SUBI and the proceeds thereof to the Transferor pursuant to the SUBI Sale and Servicing Agreement, (B) the transfer of the interest of the Transferor in the SUBI Sale Agreement, the Asset Representations Review Agreement Transaction SUBI and the Administration Agreement proceeds thereof to the Issuer pursuant to the SUBI Transfer Agreement, and (C) the grant by the Issuer to the Indenture Trustee under the Indenture of a security interest in the interest of the Issuer in the SUBI Sale Agreement, the SUBI Transfer Agreement, the Transaction SUBI and the proceeds thereof. (k) The Notes shall have been duly authorized andrated in the highest long-term rating category by Standard and Poor's Ratings Services, when duly a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and ▇▇▇▇▇'▇ Investors Service, Inc. (l) You shall have received, from each of VW Credit and the Transferor, a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of the: (i) organizational documents, (ii) applicable resolutions and delivered by the Trustee(iii) designation of incumbency of each such entity. The Transferor will provide or cause to be provided to you conformed copies of such opinions, will constitute the legalcertificates, valid letters and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium documents as you or similar law affecting creditors’ rights generyour counsel reasonably request.

Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of CNHICA CNHCA and the Seller herein, to the accuracy of the statements of officers of CNHICA CNHCA and the Seller made pursuant to the provisions hereof, to the performance by CNHICA CNHCA and the Seller of their respective obligations hereunder and to the following additional conditions precedent: (a) If the Registration Statement has not become effective prior to the date hereofExecution Time, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than (i) 6:00 p.m. New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 p.m. New York City time on such date or (ii) 12:00 noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. New York City time on such date. (b) Each of the Preliminary Prospectus, the Prospectus and any supplements thereto shall have been filed with the Commission in the manner and within the applicable time period required under Rule 424 424(b) under the Act (without reference to Rule 424(b)(8)) in accordance with the Rules and Regulations and Section 6(a) hereof; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or you, shall be contemplated by the Commission or by any authority administering any state securities or blue sky law; and any requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to your satisfaction. (c) On or prior to the date hereof, you shall have received an agreed-upon procedures report (the Accountant’s Due Diligence Report) from the Accounting Firm dated as of a date at least five business days prior to the date hereof relating to the loan file review performed in connection with the Receivables in form and substance satisfactory to you and your counsel. On the Closing Date, you shall have received agreed upon procedures reports from the Accounting Firm a letter or letters, dated as of the date of the Preliminary Prospectus and as Closing Date, of the date of the ProspectusDeloitte & Touche LLP independent public accountants, as applicable, that are substantially in the form of the drafts to which you have previously agreed and are otherwise in form and substance satisfactory to you and your counselcounsel concerning the Time of Sale Information and the Prospectus. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Seller, New Holland, CNHICACNHCA, CNH Industrial America LLC or CNH Industrial Global N.V. which, in the judgment of the Underwriters, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension of trading of any securities of CNH Industrial America LLC or CNH Industrial Global N.V. on any exchange or in the over-the-counter market which, in the judgment of the Underwriters, makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal or New York authorities; (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency or any material change in the financial markets if, in the judgment of the Underwriters, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; or (vi) a material disruption has occurred in securities settlement or clearance services in the United States. (e) You shall have received an opinion or opinions (or, in the case of the penultimate paragraph of this clause (e), a negative assurance letter) of counsel to CNHICA CNHCA and the Seller, addressed to you, as Representatives of the several Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of CNHICA CNHCA and the Seller is an existing limited liability company in good standing under the laws of the State of Delaware with power and authority to own its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and the Purchase Agreement and, in the case of the Seller, the Sale and Servicing Agreement and the Backup Servicing Agreement, and has obtained all necessary licenses and approvals in each jurisdiction in which failure to qualify or to obtain such license or approval would render any Receivable unenforceable by the Seller, the Trust or the Indenture Trustee. (ii) The direction by the Seller to the Trustee to authenticate the Certificates has been duly authorized by the Seller and, when the Certificates have been duly executed, authenticated and delivered by the Trustee in accordance with the Trust Agreement, the Certificates will be legally issued, fully paid and non-assessable subject to the obligations of the Seller under Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust Agreement. (iii) The direction by CNHICA CNHCA to the Indenture Trustee to authenticate the Notes has been duly authorized by CNHICACNHCA, and, when the Notes have been duly executed and delivered by the Trustee, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the Notes will be validly and legally duly issued and outstanding and entitled to the benefits and security afforded by the Indenture, subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar law or regulation affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (iv) The Liquidity Receivables Purchase Agreement, the Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement and the Sale and Backup Servicing Agreement have been duly authorized, executed and delivered by the Seller, and are legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (v) This Agreement has been duly authorized, executed and delivered by each of the Seller and CNHICACNHCA. (vi) The Liquidity Receivables Purchase Agreement has and the Purchase Agreement have been duly authorized, executed and delivered by CNHICA CNHCA and is a are legal, valid and binding obligation obligations of CNHICA CNHCA enforceable against CNHICA CNHCA in accordance with its their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). (vii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA CNHCA and the Seller, and the consummation of the transactions contemplated thereby, will not conflict with, or result in a breach, violation or acceleration of, or constitute a default under, the certificate of formation, limited liability company agreement or by-laws of CNHICA CNHCA or the Seller or any material agreement or instrument known to such counsel after due inquiry to which CNHICA CNHCA or the Seller is a party or by which CNHICA CNHCA or the Seller is bound or to which any of the properties of CNHICA CNHCA or the Seller is subject. (viii) The execution, delivery and performance of this Agreement and the Basic Documents, as applicable, by CNHICA CNHCA and the Seller, and the consummation of the transactions contemplated thereby, will not violate any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over CNHICA CNHCA or the Seller or any of their properties. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel’s knowledge, threatened before any court, administrative agency, or other tribunal (1) asserting the invalidity of the Trust or any of the Basic Documents, (2) seeking to prevent the consummation of any of the transactions contemplated by any of the Basic Documents or the execution and delivery thereof, or (3) that could reasonably be expected to materially and adversely affect the performance by CNHICA CNHCA or the Seller, as applicable, of its obligations under, or the validity or enforceability of, this Agreement or the Basic Documents. (x) The CNHICA Each of the CNHCA Assignment dated as of the Closing Date from CNHICA CNHCA to the Seller has and the assignments of Receivables from CNHCA to the Seller pursuant to the Liquidity Receivables Purchase Agreement have been duly authorized, executed and delivered by CNHICACNHCA. (xi) Assuming that CNHICACNHCA’s standard procedures have been followed with respect to the creation of the Receivables, CNHICA CNHCA obtains from each Dealer either an absolute ownership interest or a security interest in the Receivables originated by that Dealer, which ownership or security interest (whichever it may be) is perfected and prior to any other interests that may be perfected only by possession of a Receivable or the filing of a financing statement in accordance with the UCC. Assuming that CNHICACNHCA’s standard procedures with respect to the perfection of a security interest in the equipment financed by CNHICA CNHCA pursuant to retail agricultural, construction or other equipment installment sale contracts in the ordinary course of CNHICACNHCA’s business have been followed with respect to the perfection of security interests in the Financed Equipment, CNHICA CNHCA has acquired either a perfected security interest in the Financed Equipment or a perfected security interest in the Receivables, which indirectly provides CNHICA CNHCA with a security interest in the Financed Equipment that is perfected as against the obligor’s creditors; provided, however, that such opinion need not address any equipment that is subject to a certificate of title statute. (xii) The Indenture constitutes a grant by the Trust to the Indenture Trustee, acting under the Indenture for the benefit of the Holders of the Notes, of a valid security interest in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing under the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “NYUCC”). Under the NYUCC, the internal laws of the State of Delaware govern perfection by filing of financing statements of the security interest of the Indenture Trustee in the Trust Estate as against the Trust. (xiii) The security interest granted under the Indenture will be perfected upon the execution and delivery of the Basic Documents and the filing of a UCC financing statement with the Delaware Secretary of StateState and will constitute a first priority perfected security interest therein. No filing or other action, other than the execution and delivery of the Basic Documents and the filing of the UCC financing statement with the Delaware Secretary of State referred to above, is necessary to perfect and maintain the security interest of the Indenture Trustee in the Receivables, the security interests in the Financed Equipment securing the Receivables and the proceeds of each of the foregoing against third parties. (xiv) The Receivables are either tangible chattel paper or electronic chattel paper as defined in the NYUCC. (xv) The Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Purchase Agreement, the Liquidity Receivables Purchase Agreement and the Asset Representations Review Backup Servicing Agreement conform in all material respects with the description thereof contained in the Prospectus and any supplement thereto. (xvi) The statements in the Preliminary Prospectus, Basic Prospectus and any supplement thereto the Basic Prospectus under the headings “Overview of TransactionRisk Factors—ERISA ConsiderationsPossible liability for third party claims may cause payment delays or losses”, “Legal Aspects of the Receivables”, and “ERISA Considerations”, ,” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Summary of Terms — ERISA Considerations” and “ERISA Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. (xvii) The statements contained in the Preliminary Basic Prospectus, the Basic Prospectus and any supplement thereto under the headings “Description of the Notes”, “Description of the Certificates”, “Administrative Information About the NotesSecurities”, “Depositor”, “Servicer” and “Amendments” and in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “Description of Notes”, “Description of the Certificates”, “Pre-Funding Period”, “Servicing Matters”, ” and “AmendmentsFees and Expenses Payable Out of Cash Flows”, insofar as such statements constitute a summary of the Notes, the Certificates, the Indenture, the Administration Agreement, the Sale and Servicing Agreement, the Trust Agreement and the Trust Backup Servicing Agreement, fairly present the matters referred to therein. (xviii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or the Basic Documents, except such as are required and have been obtained and made under the Act, the Exchange Act and the UCC (or will be made with respect to (i) the Rule 424(b) filing of the Prospectus and (ii) the filing of UCC financing statements) and such as may be required under state securities laws (it being understood that this opinion will be given only with respect to such consents, approvals, authorizations, orders and filings that, in such counsel’s experience, are customarily applicable in transactions of the type contemplated by this Agreement and the Basic Documents). (xix) The Trust Agreement is not required to be qualified under the Trust Indenture Act and the Trust is not required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). (xx) The Indenture has been duly qualified under the Trust Indenture Act. (xxi) Neither the The Seller nor the Trust isis not, or and will not as a result of the offer and sale of the Notes as contemplated in the Prospectus and this Agreement or as a result of the issuance of the Certificates become, an “investment company” as defined in the Investment Company Act or a company “controlled by” an “investment company” within the meaning of the Investment Company Act and, though other exemptions or exclusions may be applicable, the exemption provided by Rule 3a-7 under the Investment Company Act has been relied upon in reaching such conclusion with respect to the TrustAct. (xxii) The Registration Statement is has become effective under the Act, any required filings of the Preliminary Prospectus Supplement and the Prospectus and any supplements thereto pursuant to Rule 424 424(b) under the Act have been made or will be made in the manner and within the time period required by Rule 424 424(b) (without reference to Rule 424(b)(8)), and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of the Closing Date (in the case of the Registration Statement) and as of their respective issue dates (in the case of the Prospectus and each supplement thereto), complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations. (xxiii) The Indenture, the Sale and Servicing Agreement, the Asset Representations Review Administration Agreement and the Administration Backup Servicing Agreement have been duly authorized and, when duly executed and delivered by the Trustee, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generinsolvenc