Common use of Representations and Warranties of the Underwriters Clause in Contracts

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Trust for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, no such offer of the Notes referred to in (i) to (iii) above shall require the Seller, the Trust or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a), (i) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by the 2010 PD Amending Directive and any amendments thereto) and includes any relevant implementing measure in each Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor.

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, of the Underwriters represents and warrants to, and agrees with, the Seller, in Company that: (a) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (eachArea, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an no offer of Senior Notes which are the subject of the offering has been, or will be made to the public in that Relevant Member State State, other than: than under the following exemptions under the Prospectus Directive: (i) to any legal entity which is a “qualified investor” investor as defined in the Prospectus Directive; ; (ii) to fewer than 150 natural or legal persons (other than “qualified investors” investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Trust for any such offer; or or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, that no such offer of the Senior Notes referred to in (i) to (iii) above shall require result in a requirement for the Seller, Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Trust Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. The Prospectus Supplement has been prepared on the basis that any offer of Senior Notes in any Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Senior Notes which are the subject of the offering contemplated in the Prospectus Supplement may only do so in circumstances in which no obligation arises for the Company or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus DirectiveDirective in relation to such offer. Neither the Company nor the Underwriters have authorized, nor do they authorize, the making of any offer of Senior Notes in circumstances in which an obligation arises for the Company or the Underwriters to publish a prospectus for such offer. For the purposes purpose of this Section 5(a)the above, (i) the expression an “offer of Senior Notes to the public” in relation to any Senior Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Senior Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Senior Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) State and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by the 2010 PD Amending Directive and any amendments theretoamended) and includes any relevant implementing measure in the each Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each UnderwriterIn the United Kingdom, severally and not jointly, represents and warrants the Prospectus Supplement is being distributed only to, and agrees withis directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Seller that: Prospectus Directive) (i) It has complied and will comply with all applicable provisions who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FSMAOrder”) with respect and/or (ii) who are high net worth companies (or persons to anything done by whom it in relation may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Notes in, from Order (all such persons together being referred to as “relevant persons”). The Prospectus Supplement must not be acted on or otherwise involving or being capable of having effect relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iiic) It has not delivered, made and will not delivermake, to any Rating Agency any Ratings Information without unless approved in writing in advance by the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA Company and the Seller immediate notice of Representatives, any breach of such obligations offer relating to the Senior Notes that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act and cooperate with CNHCA and the Seller in attempting referred to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided herein as a Free Writing Prospectus) that would be required to any Rating Agency in connection be filed with the issuance or monitoring of a credit rating on Commission under Rule 433 under the NotesSecurities Act. Notwithstanding the foregoing, it may use a free writing prospectus that is (i) the aggregate liability of Final Term Sheet; (ii) an Issuer Free Writing Prospectus listed on Schedule VI or otherwise approved in writing in advance by the Representatives pursuant to Section 3A(c) above or (iii) one or more term sheets relating to the Senior Notes that do not contain substantive changes from or additions to the Final Term Sheet. The Representatives and the Company agree that any Underwriter to CNHCA or the Seller such term sheets described in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iiiclause (iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation above will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct constitute Issuer Free Writing Prospectuses for purposes of such Underwriterthis Agreement. (ivd) Each Underwriter will enter into a Contract It will, pursuant to reasonable procedures developed in good faith, retain copies of Sale (within the meaning of each Free Writing Prospectus used or referred to by it, in accordance with Rule 159 433 under the Securities Act. (e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding is initiated against it during the period of time after the first date of the public offering of the Senior Notes that a prospectus relating to the Senior Notes is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with an investor only after delivery sales of the Time Senior Notes by an Underwriter or dealer (the Prospectus Delivery Period)). Whether the Prospectus Delivery Period is ongoing for purposes of Sale Information to such investorthis Section 3B(e) shall be determined by the opinion of Xxxxxxxx Xxxxxxx LLP.

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters underwriters nominated by the Trust for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, no such offer of the Notes referred to in (i) to (iii) above shall require the Seller, the Trust or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a), (i) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by the 2010 PD Amending Directive and any amendments thereto) and includes any relevant implementing measure in each Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor.Member

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Trust for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, no such offer of the Notes referred to in (i) to (iii) above shall require the Seller, the Trust or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a), (i) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Relevant Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by and amendments thereto, including the 2010 PD Amending Directive and any amendments thereto) Directive), and includes any relevant implementing measure in each the Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA CNHICA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA CNHICA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA CNHICA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor.

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the SellerSeller that, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Trust for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, no such offer of the Notes referred to in (i) to (iii) above shall require the Seller, the Trust or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a), (i) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Relevant Member State, State and (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by the 2010 PD Amending Directive and any amendments thereto) , including by Directive 2010/73/EU and includes any relevant implementing measure in each the Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA CNHICA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA CNHICA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA CNHICA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus SupplementProspectus; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor. (c) Each Underwriter, severally and not jointly, represents and warrants that it has not obtained or requested, or caused any other Person to obtain or request, any Due Diligence Report from any third party due diligence service provider in connection with the offering of the Notes (it being understood that the Accounting Firm has been engaged by the Seller and/or CNHICA for the purpose of providing the Accountant’s Due Diligence Report).

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, of the Underwriters represents and warrants to, and agrees with, the Seller, in Company that: (a) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member StateState (the Relevant Implementation Date), it has not made and will not make an offer of Senior Notes which are the subject of the offering contemplated by the Prospectus Supplement to the public in that Relevant Member State other than: than (i) to any legal entity which is a “qualified investor” investor as defined in the Prospectus Directive; ; (ii) to fewer than 150 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than “qualified investors” investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Trust Representatives for any such offer; or or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, that no such offer of the Notes referred to in (i) to (iii) above notes shall require the Seller, the Trust Company or any of the Underwriters Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a)the above, (i) the expression “an “offer of Senior Notes to the public” in relation to any Senior Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Senior Notes to be offered so as to enable an investor to decide to purchase or subscribe to for the Senior Notes, as the same may be varied in that Member State member state by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by and amendments thereto, including the 2010 PD Amending Directive and any amendments thereto) (as defined below), to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each the Relevant Member State, State and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMAFinancial Services and Markets Act 2000) received by it in connection with the issue or sale of the Senior Notes in circumstances in which Section 21(1) of the FSMA such Act does not apply to the Seller Company and it has complied and will comply with all applicable provisions of such Act with respect to anything done by it in relation to any Senior Notes in, from or otherwise involving the TrustUnited Kingdom. (iiic) It has not delivered, made and will not delivermake, to any Rating Agency any Ratings Information without unless approved in writing in advance by the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA Company and the Seller immediate notice of Representatives, any breach of such obligations offer relating to the Senior Notes that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act and cooperate with CNHCA and the Seller in attempting referred to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided herein as a Free Writing Prospectus) that would be required to any Rating Agency in connection be filed with the issuance or monitoring of a credit rating on Commission under Rule 433 under the NotesSecurities Act. Notwithstanding the foregoing, it may use a free writing prospectus that is (i) the aggregate liability of Final Term Sheet; (ii) an Issuer Free Writing Prospectus listed on Schedule VI or otherwise approved in writing in advance by the Representatives pursuant to Section 3A(c) above or (iii) one or more term sheets relating to the Senior Notes that do not contain substantive changes from or additions to the Final Term Sheet. The Representatives and the Company agree that any Underwriter to CNHCA or the Seller such term sheets described in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iiiclause (iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation above will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct constitute Issuer Free Writing Prospectuses for purposes of such Underwriterthis Agreement. (ivd) Each Underwriter will enter into a Contract It will, pursuant to reasonable procedures developed in good faith, retain copies of Sale (within the meaning of each Free Writing Prospectus used or referred to by it, in accordance with Rule 159 433 under the Securities Act. (e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding is initiated against it during the period of time after the first date of the public offering of the Senior Notes that a prospectus relating to the Senior Notes is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with an investor only after delivery sales of the Time Senior Notes by an Underwriter or dealer (the Prospectus Delivery Period)). Whether the Prospectus Delivery Period is ongoing for purposes of Sale Information to such investorthis Section 3B(e) shall be determined by the opinion of Xxxxxxxx Xxxxxxx LLP.

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the SellerCompany, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes Securities to the public in that Relevant Member State other thanprior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State at any time: (i) to any legal entity entities which is a “qualified investor” as defined are authorized or regulated to operate in the Prospectus Directivefinancial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to fewer any legal entity which has two or more of (A) an average of at least 250 employees during the last financial year; (B) a total balance sheet of more than 150 natural or legal persons EUR43,000,000 and (other C) an annual net turnover of more than “qualified investors” as defined in the Prospectus Directive)EUR50,000,000, as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter shown in its last annual or Underwriters nominated by the Trust for any such offerconsolidated accounts; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, no such offer of the Notes referred to in (i) to (iii) above shall which do not require the Seller, publication by the Trust or any issuer of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a3(a), (i) the expression an “offer of Notes Securities to the public” in relation to any Notes Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes Securities to be offered so as to enable an investor to decide to purchase or subscribe to for the NotesSecurities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by the 2010 PD Amending Directive and any amendments thereto) and includes any relevant implementing measure in each Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor.Member

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the SellerSeller that, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Underwritten Notes to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Trust for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided, provided that, that no such offer of the Underwritten Notes referred to in (i) to (iii) above shall require the Seller, the Trust or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a), (i) the expression an “offer of Underwritten Notes to the public” in relation to any Underwritten Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Underwritten Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Relevant Member State, State and (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by the 2010 PD Amending Directive and any amendments thereto) , including by Directive 2010/73/EU and includes any relevant implementing measure in each the Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Underwritten Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Underwritten Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA CNHICA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA CNHICA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA CNHICA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus SupplementProspectus; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor. (c) Each Underwriter, severally and not jointly, represents and warrants that it has not obtained or requested, or caused any other Person to obtain or request, any Due Diligence Report from any third party due diligence service provider in connection with the offering of the Underwritten Notes (it being understood that the Accounting Firm has been engaged by the Seller and/or CNHICA for the purpose of providing the Accountant’s Due Diligence Report).

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters underwriters nominated by the Trust for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, no such offer of the Notes referred to in (i) to (iii) above shall require the Seller, the Trust or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a), (i) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by the 2010 PD Amending Directive and any amendments thereto) and includes any relevant implementing measure in each Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. “European Economic Area” means Xxxxxxx, Xxxxxxx, Xxxxxxxx, Xxxxxx, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovak Republic, Slovenia, Spain, Sweden, United Kingdom, Iceland, Liechtenstein and Norway. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 Xxx 0000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor.

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the SellerSeller that, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Trust for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided, provided that, that no such offer of the Notes referred to in (i) to (iii) above shall require the Seller, the Trust or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a), (i) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Relevant Member State, State and (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by the 2010 PD Amending Directive and any amendments thereto) , including by Directive 2010/73/EU and includes any relevant implementing measure in each the Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA CNHICA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA CNHICA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA CNHICA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus SupplementProspectus; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor. (c) Each Underwriter, severally and not jointly, represents and warrants that it has not obtained or requested, or caused any other Person to obtain or request, any Due Diligence Report from any third party due diligence service provider in connection with the offering of the Notes (it being understood that the Accounting Firm has been engaged by the Seller and/or CNHICA for the purpose of providing the Accountant’s Due Diligence Report).

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter underwriter or Underwriters underwriters nominated by the Trust for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, no such offer of the Notes referred to in (i) to (iii) above shall require the Seller, the Trust or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a), (i) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by the 2010 PD Amending Directive and any amendments thereto) and includes any relevant implementing measure in each Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 Xxx 0000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA CNHICA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA CNHICA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA CNHICA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor. (c) Each Underwriter, severally and not jointly, represents and warrants that it has not obtained or requested, or caused any other Person to obtain or request, any Due Diligence Report from any third party due diligence service provider in connection with the offering of the Notes (other than the Accountant’s Due Diligence Report).

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, of the Underwriters represents and warrants to, and agrees with, the Seller, in Company that: (a) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member StateState (the Relevant Implementation Date), it has not made and will not make an offer of Senior Notes which are the subject of the offering contemplated by the Prospectus Supplement to the public in that Relevant Member State other than: than (i) to any legal entity which is a “qualified investor” investor as defined in the Prospectus Directive; ; (ii) to fewer than 150 150, natural or legal persons (other than “qualified investors” investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Trust Representatives for any such offer; or or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, that no such offer of the Notes referred to in (i) to (iii) above notes shall require the Seller, the Trust Company or any of the Underwriters Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this Section 5(a)the above, (i) the expression “an “offer of Senior Notes to the public” in relation to any Senior Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Senior Notes to be offered so as to enable an investor to decide to purchase or subscribe to for the Senior Notes, as the same may be varied in that Member State member state by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by and amendments thereto, including the 2010 PD Amending Directive and any amendments thereto) (as defined below)), and includes any relevant implementing measure in each the Relevant Member State, State and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMAFinancial Services and Markets Act 2000) received by it in connection with the issue or sale of the Senior Notes in circumstances in which Section 21(1) of the FSMA such Act does not apply to the Seller Company and it has complied and will comply with all applicable provisions of such Act with respect to anything done by it in relation to any Senior Notes in, from or otherwise involving the TrustUnited Kingdom. (iiic) It has not delivered, made and will not delivermake, to any Rating Agency any Ratings Information without unless approved in writing in advance by the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA Company and the Seller immediate notice of Representatives, any breach of such obligations offer relating to the Senior Notes that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act and cooperate with CNHCA and the Seller in attempting referred to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided herein as a Free Writing Prospectus) that would be required to any Rating Agency in connection be filed with the issuance or monitoring of a credit rating on Commission under Rule 433 under the NotesSecurities Act. Notwithstanding the foregoing, it may use a free writing prospectus that is (i) the aggregate liability of Final Term Sheet; (ii) an Issuer Free Writing Prospectus listed on Schedule VI or otherwise approved in writing in advance by the Representatives pursuant to Section 3A(c) above or (iii) one or more term sheets relating to the Senior Notes that do not contain substantive changes from or additions to the Final Term Sheet. The Representatives and the Company agree that any Underwriter to CNHCA or the Seller such term sheets described in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iiiclause (iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation above will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct constitute Issuer Free Writing Prospectuses for purposes of such Underwriterthis Agreement. (ivd) Each Underwriter will enter into a Contract It will, pursuant to reasonable procedures developed in good faith, retain copies of Sale (within the meaning of each Free Writing Prospectus used or referred to by it, in accordance with Rule 159 433 under the Securities Act. (e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding is initiated against it during the period of time after the first date of the public offering of the Senior Notes that a prospectus relating to the Senior Notes is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with an investor only after delivery sales of the Time Senior Notes by an Underwriter or dealer (the Prospectus Delivery Period)). Whether the Prospectus Delivery Period is ongoing for purposes of Sale Information to such investorthis Section 3B(e) shall be determined by the opinion of Xxxxxxxx Xxxxxxx LLP.

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Trust for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, no such offer of the Notes referred to in (i) to (iii) above shall require the Seller, the Trust or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a), (i) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by the 2010 PD Amending Directive and any amendments thereto) and includes any relevant implementing measure in each Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA CNHICA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA CNHICA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA CNHICA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor.

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, of the Underwriters represents and warrants to, and agrees with, the Seller, in Company that: (a) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member StateState (the Relevant Implementation Date), it has not made and will not make an offer of Senior Notes which are the subject of the offering contemplated by the Prospectus Supplement to the public in that Relevant Member State other than: than (i) to any legal entity which is a “qualified investor” investor as defined in the Prospectus Directive; ; (ii) to fewer than 150 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than “qualified investors” investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Trust Representatives for any such offer; or or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, that no such offer of the Notes referred to in (i) to (iii) above notes shall require the Seller, the Trust Company or any of the Underwriters Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a)the above, (i) the expression “an “offer of Senior Notes to the public” in relation to any Senior Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Senior Notes to be offered so as to enable an investor to decide to purchase or subscribe to for the Senior Notes, as the same may be varied in that Member State member state by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by and amendments thereto, including the 2010 PD Amending Directive and any amendments thereto) (as defined below), to the extent implemented in the member state), and includes any relevant implementing measure in each Relevant Member State, the member state and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMAFinancial Services and Markets Act 2000) received by it in connection with the issue or sale of the Senior Notes in circumstances in which Section 21(1) of the FSMA such Act does not apply to the Seller Company and it has complied and will comply with all applicable provisions of such Act with respect to anything done by it in relation to any Senior Notes in, from or otherwise involving the TrustUnited Kingdom. (iiic) It has not deliveredoffered or sold, and will not deliveroffer or sell, any Senior Notes by means of any document other than (i) in circumstances which do not constitute an offer to any Rating Agency any Ratings Information without the prior consent public within the meaning of the Seller Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and has Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not participatedresult in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Senior Notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Senior Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder. (d) The Senior Notes have not been and will not participate be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law) and each Underwriter hereby represents and agrees that it has not offered or sold, and it will not offer or sell any Senior Notes, directly or indirectly, in Japan or to, or for the benefit of, any oral communications regarding Ratings Information without the participation resident of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” Japan (which term as used herein means any information provided person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any Rating Agency other applicable laws, regulations and ministerial guidelines of Japan. (e) The Prospectus Supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Prospectus Supplement and any other document or material in connection with the issuance offer or monitoring sale, or invitation for subscription or purchase, of the Senior Notes may not be circulated or distributed, nor may the Senior Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), (ii) to a credit rating on relevant person, or any person pursuant to Section 275(1A), and in accordance with the Notesconditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Senior Notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Senior Notes under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. (f) It has not made and will not make, unless approved in writing in advance by the Company and the Representatives, any offer relating to the Senior Notes that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act and referred to herein as a Free Writing Prospectus) that would be required to be filed with the Commission under Rule 433 under the Securities Act. Notwithstanding the foregoing, it may use a free writing prospectus that is (i) the aggregate liability of Final Term Sheet; (ii) an Issuer Free Writing Prospectus listed on Schedule VI or otherwise approved in writing in advance by the Representatives pursuant to Section 3A(c) above or (iii) one or more term sheets relating to the Senior Notes that do not contain substantive changes from or additions to the Final Term Sheet. The Representatives and the Company agree that any Underwriter to CNHCA or the Seller such term sheets described in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iiiclause (iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation above will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct constitute Issuer Free Writing Prospectuses for purposes of such Underwriterthis Agreement. (ivg) Each Underwriter will enter into a Contract It will, pursuant to reasonable procedures developed in good faith, retain copies of Sale (within the meaning of each Free Writing Prospectus used or referred to by it, in accordance with Rule 159 433 under the Securities Act. (h) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding is initiated against it during the period of time after the first date of the public offering of the Senior Notes that a prospectus relating to the Senior Notes is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with an investor only after delivery sales of the Time Senior Notes by an Underwriter or dealer (the Prospectus Delivery Period)). Whether the Prospectus Delivery Period is ongoing for purposes of Sale Information to such investorthis Section 3B(h) shall be determined by the opinion of Xxxxxxxx Xxxxxxx LLP.

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, ) subject to obtaining the prior consent of the relevant Underwriter or Underwriters underwriters nominated by the Trust issuing entity for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, no such offer of the Notes referred to in (i) to (iii) above shall require the Seller, the Trust or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a), (i) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended and amendments thereto, including by the 2010 PD Amending Directive and any amendments theretoto the extent implemented in each Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor.Directive

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Trust for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, no such offer of the Notes referred to in (i) to (iii) above shall require the Seller, the Trust or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a), (i) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Relevant Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by and amendments thereto, including the 2010 PD Amending Directive and any amendments thereto) Directive), and includes any relevant implementing measure in each the Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA CNHICA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA CNHICA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA CNHICA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor. (c) Each Underwriter, severally and not jointly, represents and warrants that it has not obtained or requested, or caused any other Person to obtain or request, any Due Diligence Report from any third party due diligence service provider in connection with the offering of the Notes (other than the Accountant’s Due Diligence Report).

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter underwriter or Underwriters underwriters nominated by the Trust for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, no such offer of the Notes referred to in (i) to (iii) above shall require the Seller, the Trust or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a), (i) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by the 2010 PD Amending Directive and any amendments thereto) and includes any relevant implementing measure in each Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 Xxx 0000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA CNHICA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA CNHICA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA CNHICA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor.

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, of the Underwriters represents and warrants to, and agrees with, the Seller, in Company that: (a) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member StateState (the Relevant Implementation Date), it has not made and will not make an offer of Senior Notes which are the subject of the offering contemplated by the Prospectus Supplement to the public in that Relevant Member State other than: than (i) to any legal entity which is a “qualified investor” investor as defined in the Prospectus Directive; ; (ii) to fewer than 150 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than “qualified investors” investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Trust Representatives for any such offer; or or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, that no such offer of the Notes referred to in (i) to (iii) above notes shall require the Seller, the Trust Company or any of the Underwriters Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a)the above, (i) the expression “an “offer of Senior Notes to the public” in relation to any Senior Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Senior Notes to be offered so as to enable an investor to decide to purchase or subscribe to for the Senior Notes, as the same may be varied in that Member State member state by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by and amendments thereto, including the 2010 PD Amending Directive and any amendments thereto) (as defined below), to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each the Relevant Member State, State and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMAFinancial Services and Markets Act 2000) received by it in connection with the issue or sale of the Senior Notes in circumstances in which Section 21(1) of the FSMA such Act does not apply to the Seller Company and it has complied and will comply with all applicable provisions of such Act with respect to anything done by it in relation to any Senior Notes in, from or otherwise involving the TrustUnited Kingdom. (iiic) It has not delivered, made and will not delivermake, to any Rating Agency any Ratings Information without unless approved in writing in advance by the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA Company and the Seller immediate notice of Representatives, any breach of such obligations offer relating to the Senior Notes that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act and cooperate with CNHCA and the Seller in attempting referred to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided herein as a Free Writing Prospectus) that would be required to any Rating Agency in connection be filed with the issuance or monitoring of a credit rating on Commission under Rule 433 under the NotesSecurities Act. Notwithstanding the foregoing, it may use a free writing prospectus that is (i) the aggregate liability of Final Term Sheet; (ii) an Issuer Free Writing Prospectus listed on Schedule VI or otherwise approved in writing in advance by the Representatives pursuant to Section 3A(c) above or (iii) one or more term sheets relating to the Senior Notes that do not contain substantive changes from or additions to the Final Term Sheet. The Representatives and the Company agree that any Underwriter to CNHCA or the Seller such term sheets described in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iiiclause (iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation above will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct constitute Issuer Free Writing Prospectuses for purposes of such Underwriterthis Agreement. (ivd) Each Underwriter will enter into a Contract It will, pursuant to reasonable procedures developed in good faith, retain copies of Sale (within the meaning of each Free Writing Prospectus used or referred to by it, in accordance with Rule 159 433 under the Securities Act. (e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding is initiated against it during the period of time after the first date of the public offering of the Senior Notes that a prospectus relating to the Senior Notes is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with an investor only after delivery sales of the Time Senior Notes by an Underwriter or dealer (the Prospectus Delivery Period)). Whether the Prospectus Delivery Period is ongoing for purposes of Sale Information to such investorthis Section 3B(h) shall be determined by the opinion of Xxxxxxxx Xxxxxxx LLP.

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters underwriters nominated by the Trust for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, no such offer of the Notes referred to in (i) to (iii) above shall require the Seller, the Trust or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a), (i) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by the 2010 PD Amending Directive and any amendments thereto) and includes any relevant implementing measure in each Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor.Member

Representations and Warranties of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller, in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Notes Certificates to the public in that Relevant Member State other than: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters underwriters nominated by the Trust for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, no such offer of the Notes Certificates referred to in (i) to (iii) above shall require the Seller, the Trust or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 5(a), (i) the expression an “offer of Notes Certificates to the public” in relation to any Notes Certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes Certificates to be offered so as to enable an investor to decide to purchase or subscribe to the NotesCertificates, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by the 2010 PD Amending Directive and any amendments thereto) and includes any relevant implementing measure in each Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Seller that: (i) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving or being capable of having effect in the United Kingdom. (ii) It has only communicated or caused to be communicated and it will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Seller or the Trust. (iii) It has not delivered, and will not deliver, to any Rating Agency any Ratings Information without the prior consent of the Seller and has not participated, and will not participate in any oral communications regarding Ratings Information without the participation of a representative of the Seller. It will, consistent with its customary practices, provide notice of the obligations contained in the previous sentence to employees in the relevant departments. It shall provide to CNHCA and the Seller immediate notice of any breach of such obligations and cooperate with CNHCA and the Seller in attempting to remedy such breach. For purposes of this paragraph, “Ratings Information” means any information provided to any Rating Agency in connection with the issuance or monitoring of a credit rating on the Notes. Notwithstanding the foregoing, the aggregate liability of any Underwriter to CNHCA or the Seller in respect of any losses, claims, damages, liabilities or other amounts arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in this Section 5(b)(iii) will in no event exceed the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the Prospectus Supplement; provided, that the forgoing limitation will not apply to any breach by such Underwriter (x) occurring on or prior to the Closing Date or (y) that resulted from the gross negligence or willful misconduct of such Underwriter. (iv) Each Underwriter will enter into a Contract of Sale (within the meaning of Rule 159 under the Act) with an investor only after delivery of the Time of Sale Information to such investor.any