Common use of Limitations on Secured Indebtedness Clause in Contracts

Limitations on Secured Indebtedness. With respect to any series of Securities, the Company will not, nor shall it permit any Restricted Subsidiary with respect to such series to, incur, issue, assume, guarantee or create any Secured Indebtedness without effectively providing concurrently with the incurrence, issuance, assumption, guaranty or creation of any such Secured Indebtedness that the Outstanding Securities of such series (together with, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinated to the Outstanding Securities) shall be secured equally and ratably with (or prior to) such Secured Indebtedness, so long as such Secured Indebtedness will be secured by a Lien, unless, after giving effect thereto, the sum of the aggregate amount of (a) all outstanding Secured Indebtedness of the Company and such Restricted Subsidiaries, plus (b) all Attributable Debt in respect of sale and leaseback transactions (with the exception of Attributable Debt which is excluded pursuant to clauses (1) to (6) inclusive of Section 10.10 below), plus (c) all Indebtedness of CNH Industrial Capital Canada Ltd. (other than Indebtedness of CNH Industrial Capital Canada Ltd. owed to CNH Industrial, or any Parent of CNH Industrial, or any of the Subsidiaries of CNH Industrial or any Parent of CNH Industrial) to the extent not included under (a) or (b) above, would not exceed 15% of Consolidated Net Tangible Assets of the Company and such Restricted Subsidiaries; provided, however, that this restriction will not apply to, and there will be excluded from Secured Indebtedness in any computation under this Section 10.09, Indebtedness secured by: (1) Liens on property of any Person existing at the time such Person becomes a Subsidiary; (2) Liens on property existing at the time of acquisition thereof or incurred within 180 days of the time of acquisition thereof (including, without limitation, acquisition through merger or consolidation) by the Company or any Restricted Subsidiary; (3) Liens on property hereafter acquired (or constructed) by the Company or any Restricted Subsidiary and created prior to, at the time of, or within 270 days after such acquisition (including, without limitation, acquisition through merger or consolidation) (or the completion of such construction or commencement of commercial operation of such property, whichever is later) to secure or provide for the payment of all or any part of the purchase price (or the construction price) thereof; (4) Liens in favor of the Company or any Restricted Subsidiary; (5) Liens in favor of the United States of America, any State thereof or the District of Columbia, or any agency, department or other instrumentality thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (6) Liens incurred or assumed in connection with the issuance of revenue bonds the interest on which is exempt from Federal income taxation pursuant to Section 103(a) of the Internal Revenue Code of 1954, as amended; (7) Liens securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, the obtaining of advances or credit or the securing of Indebtedness, if made and continuing in the ordinary course of business; (8) Liens under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which the Company or any Restricted Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or Liens imposed by law, such as laborers’ or other employees’, carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’ Liens and Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review, or Liens for taxes not yet subject to penalties for nonpayment or the amount or validity of which is being in good faith contested by appropriate proceedings by the Company or any Restricted Subsidiary, as the case may be, or minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions or Liens as to the use of real properties, which Liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the good faith opinion of the Governing Body of the Company, in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries; (9) Liens (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Subsidiaries in the ordinary course of business; (10) Liens relating to collateral provided to any counterparty of the Company or any of its Subsidiaries in connection with any Hedging Transaction; or (11) any extension, renewal, refunding or replacement of the foregoing.

Limitations on Secured Indebtedness. With respect to (a) Notwithstanding any series of SecuritiesIndebtedness that may be incurred in compliance with Section 4.10, the Company will shall not, nor and shall it not permit any of its Restricted Subsidiary with respect to such series Subsidiaries to, create, incur, issue, assume, assume or guarantee or create any Secured Indebtedness without effectively providing concurrently unless the Notes are equally and ratably secured with the incurrence(or on a senior basis to, issuance, assumption, guaranty or creation of any if such Secured Indebtedness that is Subordinated Indebtedness) the Outstanding Securities of such series (together with, if Secured Indebtedness. Any Lien created for the Company shall so determine, any other Indebtedness benefit of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinated Holders of the Notes pursuant to the Outstanding Securities) preceding sentence shall provide by its terms that such Lien shall be secured equally automatically and ratably with (or prior to) unconditionally released and discharged upon the release and discharge of the Lien securing such Secured Indebtedness, so long as such Secured Indebtedness will be secured by a Lien, unless, after giving effect thereto, the sum of the aggregate amount of (a) all outstanding Secured Indebtedness of the Company and such Restricted Subsidiaries, plus . (b) all Attributable Debt Notwithstanding anything to the contrary in respect Section 4.11(a): (i) Section 4.11(a) shall not prohibit the creation, incurrence, assumption or guarantee of sale and leaseback transactions (with the exception of Attributable Debt Secured Indebtedness which is excluded pursuant to clauses (1) to (6) inclusive of Section 10.10 below), plus (c) all Indebtedness of CNH Industrial Capital Canada Ltd. (other than Indebtedness of CNH Industrial Capital Canada Ltd. owed to CNH Industrial, or any Parent of CNH Industrial, or any of the Subsidiaries of CNH Industrial or any Parent of CNH Industrial) to the extent not included under (a) or (b) above, would not exceed 15% of Consolidated Net Tangible Assets of the Company and such Restricted Subsidiaries; provided, however, that this restriction will not apply to, and there will be excluded from Secured Indebtedness in any computation under this Section 10.09, Indebtedness secured by: (1A) Liens on model homes, homes held for sale, homes that are under contract for sale, or any option, contract or other agreement to sell an asset; (B) Liens on property acquired by the Company or a Restricted Subsidiary and Liens on property of any a Person existing at the time such Person becomes a Subsidiary; (2) Liens on property existing at the time of acquisition thereof is merged with or incurred within 180 days of the time of acquisition thereof (including, without limitation, acquisition through merger into or consolidation) by the Company or any Restricted Subsidiary; (3) Liens on property hereafter acquired (or constructed) by consolidated with the Company or any Restricted Subsidiary and created or becomes a Restricted Subsidiary; provided that, in each case, such Liens (a) were in existence prior toto the contemplation of such acquisition, at the time of, or within 270 days after such acquisition (including, without limitation, acquisition through merger or consolidationconsolidation and (b) (or the completion of such construction or commencement of commercial operation of such property, whichever is later) do not extend to secure or provide for the payment of all or any part asset other than those of the purchase price (Person merged with or the construction price) thereof; (4) Liens in favor of the Company into or any Restricted Subsidiary; (5) Liens in favor of the United States of America, any State thereof or the District of Columbia, or any agency, department or other instrumentality thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (6) Liens incurred or assumed in connection consolidated with the issuance of revenue bonds the interest on which is exempt from Federal income taxation pursuant to Section 103(a) of the Internal Revenue Code of 1954, as amended; (7) Liens securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, the obtaining of advances or credit or the securing of Indebtedness, if made and continuing in the ordinary course of business; (8) Liens under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which the Company or any Restricted Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or Liens imposed by law, such as laborers’ or other employees’, carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’ Liens and Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review, or Liens for taxes not yet subject to penalties for nonpayment or the amount or validity of which is being in good faith contested by appropriate proceedings property acquired by the Company or any such Restricted Subsidiary, as the case may be, or minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions or Liens as to the use of real properties, which Liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the good faith opinion of the Governing Body of the Company, in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries; (9C) Liens (i) relating to the establishment arising out of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtednessconditional sale, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Subsidiaries to permit satisfaction of overdraft title retention, consignment or similar obligations incurred in arrangements for the ordinary course sale of business of the Company or any of its Subsidiaries or (iii) relating to purchase orders and other agreements goods entered into with customers of by the Company or any of its Subsidiaries in the ordinary course of businessbusiness (as determined in good faith by the Company); (10D) Liens relating to collateral provided to any counterparty of the Company or any of its Subsidiaries in connection with any Hedging Transactionpurchase money mortgages (including, without limitation, Capitalized Lease Obligations and purchase money security interests); or (11E) Liens on property or assets of any Restricted Subsidiary securing Indebtedness of such Restricted Subsidiary owing to the Company or one or more Restricted Subsidiaries; and (ii) Section 4.11(a) shall not prohibit the Company and its Restricted Subsidiaries from creating, incurring, assuming or guaranteeing Secured Indebtedness, without equally or ratably securing the Notes, if, immediately thereafter the aggregate principal amount of all Secured Indebtedness outstanding (excluding (a) Secured Indebtedness permitted under Section 4.11(b)(i) and (b) any extensionSecured Indebtedness in relation to which the Notes have been equally and ratably secured) as of the date of determination would not exceed the greater of (i) $700.0 million and (ii) 40% of Consolidated Tangible Assets. (c) For purposes of this Section 4.11, Secured Indebtedness shall be deemed to include any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or replacement in part of Secured Indebtedness not prohibited to be incurred at the time of the foregoingoriginal incurrence thereof.

Limitations on Secured Indebtedness. With respect to (a) Notwithstanding any series of SecuritiesIndebtedness that may be incurred under Section 6.01, the Company will Borrower shall not, nor and shall it not permit any of its Restricted Subsidiary with respect to such series Subsidiaries to, create, incur, issue, assume, assume or guarantee or create any Secured Indebtedness without effectively providing concurrently unless the Obligations are equally and ratably secured with (or on a senior basis to, if the Secured Indebtedness is subordinated Indebtedness) the Secured Indebtedness. Notwithstanding the foregoing, this Section 6.02(a) shall not prohibit the creation, incurrence, issuance, assumption, guaranty assumption or creation guarantee of any such Secured Indebtedness that the Outstanding Securities of such series (together with, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinated to the Outstanding Securities) shall be secured equally and ratably with (or prior to) such Secured Indebtedness, so long as such Secured Indebtedness will be secured by a Lien, unless, after giving effect thereto, the sum of the aggregate amount of (a) all outstanding Secured Indebtedness of the Company and such Restricted Subsidiaries, plus (b) all Attributable Debt in respect of sale and leaseback transactions (with the exception of Attributable Debt which is excluded pursuant to clauses (1) to (6) inclusive of Section 10.10 below), plus (c) all Indebtedness of CNH Industrial Capital Canada Ltd. (other than Indebtedness of CNH Industrial Capital Canada Ltd. owed to CNH Industrial, or any Parent of CNH Industrial, or any of the Subsidiaries of CNH Industrial or any Parent of CNH Industrial) to the extent not included under (a) or (b) above, would not exceed 15% of Consolidated Net Tangible Assets of the Company and such Restricted Subsidiaries; provided, however, that this restriction will not apply to, and there will be excluded from Secured Indebtedness in any computation under this Section 10.09, Indebtedness secured by: (1i) Liens on model homes, homes held for sale, homes that are under contract for sale, or any option, contract or other agreement to sell an asset; (ii) Liens on property acquired by the Borrower or a Restricted Subsidiary and Liens on property of any a Person existing at the time such Person is merged with or into or consolidated with the Borrower or any Restricted Subsidiary or becomes a Restricted Subsidiary; ; provided that in each case such Liens (2a) Liens on property existing at were in existence prior to the time contemplation of acquisition thereof such acquisition, merger or incurred within 180 days consolidation and (b) do not extend to any asset other than those of the time of acquisition thereof (including, without limitation, acquisition through merger Person merged with or consolidation) into or consolidated with the Borrower or the Restricted Subsidiary or the property acquired by the Company Borrower or any the Restricted Subsidiary; (3iii) Liens on property hereafter acquired (or constructed) by the Company or any Restricted Subsidiary and created prior to, at the time of, or within 270 days after such acquisition (including, without limitation, acquisition through merger or consolidation) (or the completion of such construction or commencement of commercial operation of such property, whichever is later) to secure or provide for the payment of all or any part of the purchase price (or the construction price) thereof; (4) Liens in favor of the Company or any Restricted Subsidiary; (5) Liens in favor of the United States of America, any State thereof or the District of Columbia, or any agency, department or other instrumentality thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (6) Liens incurred or assumed in connection with the issuance of revenue bonds the interest on which is exempt from Federal income taxation pursuant to Section 103(a) of the Internal Revenue Code of 1954, as amended; (7) Liens securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, the obtaining of advances or credit or the securing of Indebtedness, if made and continuing in the ordinary course of business; (8) Liens under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which the Company or any Restricted Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or Liens imposed by law, such as laborers’ or other employees’, carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’ Liens and Liens arising out of judgments conditional sale, title retention, consignment or awards against similar arrangements for the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay sale of execution pending such appeal or proceedings for review, or Liens for taxes not yet subject to penalties for nonpayment or the amount or validity of which is being in good faith contested by appropriate proceedings goods entered into by the Company or any Restricted Subsidiary, as the case may be, or minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions or Liens as to the use of real properties, which Liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the good faith opinion of the Governing Body of the Company, in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries; (9) Liens (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company Borrower or any of its Subsidiaries in the ordinary course of business; (10iv) purchase money mortgages (including, without limitation, Capitalized Lease Obligations and purchase money security interests); (v) Liens relating on cash or Cash Equivalents securing, and not exceeding the amount of, Indebtedness (and related obligations) incurred pursuant to collateral provided to any counterparty of the Company or any of its Subsidiaries in connection with any Hedging TransactionSection 6.01(b)(ii); or (11vi) Liens on property or assets of any extensionRestricted Subsidiary securing Indebtedness of such Restricted Subsidiary owing to the Borrower or one or more Restricted Subsidiaries. Secured Indebtedness permitted pursuant to clauses (i) through (vi) of this Section 6.02(a) includes any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or replacement in part of Secured Indebtedness permitted at the time of the foregoingoriginal incurrence thereof. (b) Any Lien created for the benefit of the Lender pursuant to paragraph (a) of this Section 6.02 shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien securing such other obligations. (c) Notwithstanding anything to the contrary in this Section 6.02, the Borrower and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Indebtedness, without equally or ratably securing the Obligations, if immediately thereafter the aggregate principal amount of all Secured Indebtedness outstanding (excluding (a) Secured Indebtedness permitted under clauses (i) through (vi) of paragraph (a) of this Section 6.02 and (b) any Secured Indebtedness in relation to which the Obligations have been equally and ratably secured) as of the date of determination would not exceed the greater of (i) $700.0 million and (ii) 40% of Consolidated Tangible Assets. (d) Notwithstanding anything to the contrary in this Agreement, the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Liens on all or any part of the Collateral.

Limitations on Secured Indebtedness. With respect to any series of Securities, the Company will The Issuer shall not, nor and shall it not permit any Restricted Subsidiary with respect to such series to, directly or indirectly, create, incur, issueassume or permit or suffer to exist any Lien (a “Triggering Lien”) of any nature whatsoever (other than Permitted Liens) against any assets of the Issuer or any Restricted Subsidiary (including Equity Interests of a Restricted Subsidiary), assumewhether owned at the Issue Date or thereafter acquired, guarantee or create any Secured proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, which Lien secures Indebtedness without effectively providing concurrently or trade payables, unless all payments due under this Indenture and the Notes (or under a Guarantee in the case of Liens of a Guarantor) are secured on an equal and ratable basis with the incurrenceobligations so secured (such Indebtedness in respect of which the Notes or Guarantees have been so secured, issuancethe “Equal and Ratable Secured Indebtedness”) until such time as such obligations are no longer secured by a Triggering Lien. Notwithstanding the foregoing, assumptionthe Issuer or any of the Restricted Subsidiaries may create, guaranty incur, assume or creation otherwise cause to exist or become effective any Lien of any such Secured Indebtedness that the Outstanding Securities of such series kind (together withother than Permitted Liens) securing Indebtedness, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinated to the Outstanding Securities) shall be secured without equally and ratably with securing the Notes (or prior toa Guarantee in the case of Liens of a Guarantor) such Secured Indebtednesspursuant to the preceding paragraph, so long as such Secured Indebtedness will be secured by a Lien, unless, after giving effect thereto, if immediately thereafter the sum of the aggregate amount of (a) the aggregate principal amount of all secured Indebtedness outstanding (excluding Indebtedness secured by Permitted Liens and any Equal and Ratable Secured Indebtedness of the Company Indebtedness) and such Restricted Subsidiaries, plus (b) all Attributable Debt Indebtedness in respect of sale Sale and leaseback transactions Leaseback Transactions (excluding Attributable Indebtedness in respect of Permitted Sale and Leaseback Transactions) would not exceed 20% of Consolidated Tangible Assets as of such date. For purposes of determining compliance with Section 4.07 and this Section 4.08, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to either of the exception above paragraphs or to one category (or portion thereof) of Attributable Debt which is excluded pursuant to Permitted Liens described in clauses (1) to through (624) inclusive of Section 10.10 below)the definition of “Permitted Liens” but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness, plus Disqualified Equity Interests or preferred stock (c) all Indebtedness of CNH Industrial Capital Canada Ltd. (other than Indebtedness of CNH Industrial Capital Canada Ltd. owed to CNH Industrial, or any Parent portion thereof) meets the criteria of CNH Industrial, or any either of the Subsidiaries of CNH Industrial above paragraphs or any Parent of CNH Industrial) to the extent not included under (a) one or (b) above, would not exceed 15% of Consolidated Net Tangible Assets more of the Company and such Restricted Subsidiaries; provided, however, that this restriction will not apply to, and there will be excluded from Secured Indebtedness categories (or portions thereof) of Permitted Liens described in any computation under this Section 10.09, Indebtedness secured by: clauses (1) Liens through (24) of the definition of “Permitted Liens,” the Issuer shall, in its sole discretion, divide, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies (based on property of any Person existing at the time such Person becomes a Subsidiary; (2) Liens on property circumstances existing at the time of acquisition thereof such division, classification or reclassification) with this covenant. For the avoidance of doubt, if and to the extent that any Indebtedness is incurred within 180 days to refinance, refund or replace any Indebtedness secured by Liens permitted under any clause of the time definition of acquisition thereof (including, without limitation, acquisition through merger or consolidation) by the Company or any Restricted Subsidiary; (3) Liens on property hereafter acquired (or constructed) by the Company or any Restricted Subsidiary and created prior to, at the time of, or within 270 days after such acquisition (including, without limitation, acquisition through merger or consolidation) (“Permitted Liens” or the completion preceding paragraph that is limited by a percentage of Consolidated Tangible Assets, the Indebtedness so incurred may be secured by Liens pursuant to such construction clause or commencement of commercial operation of such property, whichever is later) to secure or provide for the payment of all or any part of the purchase price (subclause or the construction price) thereof; (4) Liens in favor of the Company or any Restricted Subsidiary; (5) Liens in favor of the United States of America, any State thereof or the District of Columbia, or any agency, department or other instrumentality thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (6) Liens incurred or assumed in connection with the issuance of revenue bonds the interest on which is exempt from Federal income taxation pursuant to Section 103(a) of the Internal Revenue Code of 1954, as amended; (7) Liens securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, the obtaining of advances or credit or the securing of Indebtedness, if made and continuing in the ordinary course of business; (8) Liens under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which the Company or any Restricted Subsidiary is a party or in lieu of preceding paragraph at such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or Liens imposed by law, such as laborers’ or other employees’, carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’ Liens and Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review, or Liens for taxes not yet subject to penalties for nonpayment or the amount or validity of which is being in good faith contested by appropriate proceedings by the Company or any Restricted Subsidiary, as the case may be, or minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions or Liens as to the use of real properties, which Liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the good faith opinion of the Governing Body of the Company, in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries; (9) Liens (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Subsidiaries in the ordinary course of business; (10) Liens relating to collateral provided to any counterparty of the Company or any of its Subsidiaries in connection with any Hedging Transaction; or (11) any extension, renewal, refunding or replacement of the foregoingtime.

Limitations on Secured Indebtedness. With respect to (a) Notwithstanding any series of SecuritiesIndebtedness that may be incurred under Section 3.05, the Company will shall not, nor and shall it not permit any of its Restricted Subsidiary with respect to such series Subsidiaries to, create, incur, issue, assume, assume or guarantee or create any Secured Indebtedness without effectively providing concurrently unless the Notes are equally and ratably secured with (or on a senior basis to, if the Secured Indebtedness is subordinated Indebtedness) the Secured Indebtedness. Notwithstanding the foregoing, this Section 3.04(a) shall not prohibit the creation, incurrence, issuance, assumption, guaranty assumption or creation guarantee of any such Secured Indebtedness that the Outstanding Securities of such series (together with, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinated to the Outstanding Securities) shall be secured equally and ratably with (or prior to) such Secured Indebtedness, so long as such Secured Indebtedness will be secured by a Lien, unless, after giving effect thereto, the sum of the aggregate amount of (a) all outstanding Secured Indebtedness of the Company and such Restricted Subsidiaries, plus (b) all Attributable Debt in respect of sale and leaseback transactions (with the exception of Attributable Debt which is excluded pursuant to clauses (1) to (6) inclusive of Section 10.10 below), plus (c) all Indebtedness of CNH Industrial Capital Canada Ltd. (other than Indebtedness of CNH Industrial Capital Canada Ltd. owed to CNH Industrial, or any Parent of CNH Industrial, or any of the Subsidiaries of CNH Industrial or any Parent of CNH Industrial) to the extent not included under (a) or (b) above, would not exceed 15% of Consolidated Net Tangible Assets of the Company and such Restricted Subsidiaries; provided, however, that this restriction will not apply to, and there will be excluded from Secured Indebtedness in any computation under this Section 10.09, Indebtedness secured by: (1i) Liens on model homes, homes held for sale, homes that are under contract for sale, or any option, contract or other agreement to sell an asset; (ii) Liens on property acquired by the Company or a Restricted Subsidiary and Liens on property of any a Person existing at the time such Person becomes a Subsidiary; (2) Liens on property existing at the time of acquisition thereof is merged with or incurred within 180 days of the time of acquisition thereof (including, without limitation, acquisition through merger into or consolidation) by the Company or any Restricted Subsidiary; (3) Liens on property hereafter acquired (or constructed) by consolidated with the Company or any Restricted Subsidiary and created or becomes a Restricted Subsidiary; provided that in each case such Liens (a) were in existence prior toto the contemplation of such acquisition, at the time of, or within 270 days after such acquisition (including, without limitation, acquisition through merger or consolidationconsolidation and (b) (or the completion of such construction or commencement of commercial operation of such property, whichever is later) do not extend to secure or provide for the payment of all or any part asset other than those of the purchase price (Person merged with or the construction price) thereof; (4) Liens in favor of into or consolidated with the Company or any the Restricted Subsidiary or the property acquired by the Company or the Restricted Subsidiary; (5iii) Liens in favor of the United States of America, any State thereof or the District of Columbia, or any agency, department or other instrumentality thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (6) Liens incurred or assumed in connection with the issuance of revenue bonds the interest on which is exempt from Federal income taxation pursuant to Section 103(a) of the Internal Revenue Code of 1954, as amended; (7) Liens securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, the obtaining of advances or credit or the securing of Indebtedness, if made and continuing in the ordinary course of business; (8) Liens under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which the Company or any Restricted Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or Liens imposed by law, such as laborers’ or other employees’, carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’ Liens and Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for reviewconditional sale, or Liens for taxes not yet subject to penalties for nonpayment or the amount or validity of which is being in good faith contested by appropriate proceedings by the Company or any Restricted Subsidiarytitle retention, as the case may be, or minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions or Liens as to the use of real properties, which Liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the good faith opinion of the Governing Body of the Company, in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries; (9) Liens (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Subsidiaries to permit satisfaction of overdraft consignment or similar obligations incurred in arrangements for the ordinary course sale of business of the Company or any of its Subsidiaries or (iii) relating to purchase orders and other agreements goods entered into with customers of by the Company or any of its Subsidiaries in the ordinary course of business; (10iv) Liens relating to collateral provided to any counterparty of the Company or any of its Subsidiaries in connection with any Hedging Transactionpurchase money mortgages (including, without limitation, Capitalized Lease Obligations and purchase money security interests); or (11v) Liens on property or assets of any extensionRestricted Subsidiary securing Indebtedness of such Restricted Subsidiary owing to the Company or one or more Restricted Subsidiaries. Secured Indebtedness permitted pursuant to clauses (i) through (v) of this Section 3.04(a) includes any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or replacement in part of Secured Indebtedness permitted at the time of the foregoingoriginal incurrence thereof. (b) Any Lien created for the benefit of the Holders of the Notes pursuant to paragraph (a) of this Section 3.04 shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien securing such other obligations. (c) Notwithstanding anything to the contrary in this Section 3.04, the Company and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Indebtedness, without equally or ratably securing the Notes, if immediately thereafter the aggregate principal amount of all Secured Indebtedness outstanding (excluding (a) Secured Indebtedness permitted under clauses (i) through (v) of paragraph (a) of this Section 3.04 and (b) any Secured Indebtedness in relation to which the Notes have been equally and ratably secured) as of the date of determination would not exceed the greater of (i) $700.0 million and (ii) 40% of Consolidated Tangible Assets.

Limitations on Secured Indebtedness. With respect to Notwithstanding any series of SecuritiesIndebtedness that may be incurred under Section 3.05, the Company will shall not, nor and shall it not permit any of its Restricted Subsidiary with respect to such series Subsidiaries to, create, incur, issue, assume, assume or guarantee or create any Secured Indebtedness without effectively providing concurrently unless the Notes are equally and ratably secured with (or on a senior basis to, if the Secured Indebtedness is subordinated Indebtedness) the Secured Indebtedness. Notwithstanding the foregoing, this Section 3.04(a) shall not prohibit the creation, incurrence, issuance, assumption, guaranty assumption or creation guarantee of any such Secured Indebtedness that the Outstanding Securities of such series (together with, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinated to the Outstanding Securities) shall be secured equally and ratably with (or prior to) such Secured Indebtedness, so long as such Secured Indebtedness will be secured by a Lien, unless, after giving effect thereto, the sum of the aggregate amount of (a) all outstanding Secured Indebtedness of the Company and such Restricted Subsidiaries, plus (b) all Attributable Debt in respect of sale and leaseback transactions (with the exception of Attributable Debt which is excluded pursuant to clauses (1) to (6) inclusive of Section 10.10 below), plus (c) all Indebtedness of CNH Industrial Capital Canada Ltd. (other than Indebtedness of CNH Industrial Capital Canada Ltd. owed to CNH Industrial, or any Parent of CNH Industrial, or any of the Subsidiaries of CNH Industrial or any Parent of CNH Industrial) to the extent not included under (a) or (b) above, would not exceed 15% of Consolidated Net Tangible Assets of the Company and such Restricted Subsidiaries; provided, however, that this restriction will not apply to, and there will be excluded from Secured Indebtedness in any computation under this Section 10.09, Indebtedness secured by: (1i) Liens on model homes, homes held for sale, homes that are under contract for sale, or any option, contract or other agreement to sell an asset; (ii) Liens on property acquired by the Company or a Restricted Subsidiary and Liens on property of any a Person existing at the time such Person becomes a Subsidiary; (2) Liens on property existing at the time of acquisition thereof is merged with or incurred within 180 days of the time of acquisition thereof (including, without limitation, acquisition through merger into or consolidation) by the Company or any Restricted Subsidiary; (3) Liens on property hereafter acquired (or constructed) by consolidated with the Company or any Restricted Subsidiary and created or becomes a Restricted Subsidiary; provided that in each case such Liens (a) were in existence prior toto the contemplation of such acquisition, at the time of, or within 270 days after such acquisition (including, without limitation, acquisition through merger or consolidationconsolidation and (b) (or the completion of such construction or commencement of commercial operation of such property, whichever is later) do not extend to secure or provide for the payment of all or any part asset other than those of the purchase price (Person merged with or the construction price) thereof; (4) Liens in favor of into or consolidated with the Company or any the Restricted Subsidiary or the property acquired by the Company or the Restricted Subsidiary; (5iii) Liens in favor of the United States of America, any State thereof or the District of Columbia, or any agency, department or other instrumentality thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (6) Liens incurred or assumed in connection with the issuance of revenue bonds the interest on which is exempt from Federal income taxation pursuant to Section 103(a) of the Internal Revenue Code of 1954, as amended; (7) Liens securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, the obtaining of advances or credit or the securing of Indebtedness, if made and continuing in the ordinary course of business; (8) Liens under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which the Company or any Restricted Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or Liens imposed by law, such as laborers’ or other employees’, carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’ Liens and Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for reviewconditional sale, or Liens for taxes not yet subject to penalties for nonpayment or the amount or validity of which is being in good faith contested by appropriate proceedings by the Company or any Restricted Subsidiarytitle retention, as the case may be, or minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions or Liens as to the use of real properties, which Liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the good faith opinion of the Governing Body of the Company, in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries; (9) Liens (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Subsidiaries to permit satisfaction of overdraft consignment or similar obligations incurred in arrangements for the ordinary course sale of business of the Company or any of its Subsidiaries or (iii) relating to purchase orders and other agreements goods entered into with customers of by the Company or any of its Subsidiaries in the ordinary course of business; (10iv) Liens relating to collateral provided to any counterparty of the Company or any of its Subsidiaries in connection with any Hedging Transactionpurchase money mortgages (including, without limitation, Capitalized Lease Obligations and purchase money security interests); or (11v) Liens on property or assets of any extensionRestricted Subsidiary securing Indebtedness of such Restricted Subsidiary owing to the Company or one or more Restricted Subsidiaries. Secured Indebtedness permitted pursuant to clauses (i) through (v) of this Section 3.04(a) includes any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or replacement in part of Secured Indebtedness permitted at the time of the foregoingoriginal incurrence thereof.