0001104659-24-039480.txt : 20240327 0001104659-24-039480.hdr.sgml : 20240327 20240327101956 ACCESSION NUMBER: 0001104659-24-039480 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20231231 0001115252 0001540092 FILED AS OF DATE: 20240327 DATE AS OF CHANGE: 20240327 ABS ASSET CLASS: Equipment loans FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNH Equipment Trust 2021-B CENTRAL INDEX KEY: 0001866796 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] ORGANIZATION NAME: Office of Structured Finance STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-228954-05 FILM NUMBER: 24786618 BUSINESS ADDRESS: STREET 1: 6900 VETERANS BLVD. CITY: BURR RIDGE STATE: IL ZIP: 60527 BUSINESS PHONE: 630-887-5451 MAIL ADDRESS: STREET 1: 6900 VETERANS BLVD. CITY: BURR RIDGE STATE: IL ZIP: 60527 10-K 1 tm241113d1_10k.htm FORM 10-K

 

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

x         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2023

 

OR

 

¨           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number of issuing entity: 333-228954-05

 

CNH EQUIPMENT TRUST 2021-B

(Exact name of issuing entity as specified in its charter)

CIK Number of issuing entity: 0001866796

 

Commission File Number of depositor: 333-228954

 

CNH CAPITAL RECEIVABLES LLC

(Exact name of depositor as specified in its charter)

CIK Number of depositor: 0001115252

 

CNH INDUSTRIAL CAPITAL AMERICA LLC

(Exact name of sponsor as specified in its charter)

CIK Number of sponsor: 0001540092

 

Delaware

(State or other jurisdiction of incorporation or organization of the issuing entity)

 

87-6354852 (CNH Equipment Trust 2021-B)

39-1995297 (CNH Capital Receivables LLC)

(I.R.S. Employer Identification No.)
     
5729 Washington Avenue    
Racine, Wisconsin   53406
(Address of principal executive offices)   (Zip Code)
     
(630) 887-5451
(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Securities registered pursuant to Section 12(g) of the Act: None.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨  No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨  No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes  ¨ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S- T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes  ¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨   Accelerated filer ¨
     
Non-accelerated filer x   Smaller reporting company ¨
     
    Emerging growth company ¨

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No x

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Registrant has no voting or non-voting common equity outstanding held by non-affiliates.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the last practicable date.  Not applicable.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

 

None.

 

 

 

 

 

 

 

PART I

 

CNH Equipment Trust 2021-B (the “Trust”) is a trust established under the laws of the State of Delaware by the Trust Agreement dated July 9, 2021 between CNH Capital Receivables LLC (the “Seller”), and Wilmington Trust Company, as trustee. New Holland Credit Company, LLC, (the “Servicer”), is the Servicer under a Sale and Servicing Agreement (the “Sale and Servicing Agreement”) dated as of July 1, 2021 among the Servicer, the Seller and the Trust. The Trust issued $843,840,000 in aggregate principal amount of asset-backed notes, Classes A-1, A-2, A-3, A-4 (collectively, the “Class A Notes”) and B (the “Class B Notes” and together with the Class A Notes, the “Notes”), pursuant to an Indenture dated as of July 1, 2021, between the Trust and Citibank, N.A., as indenture trustee. The Class A Notes and the Class B Notes were publicly offered.  The Seller initially retained ownership of the certificates representing the ownership interest in the Trust (the “Certificates”).

 

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

 

Item 1.Business.

 

Item 1A.Risk Factors.

 

Item 2.Properties.

 

Item 3.Legal Proceedings.

 

  Item 1B. Unresolved Staff Comments.  Not Applicable.

 

  Item 4.Mine Safety Disclosures. Not Applicable.

 

PART II

 

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Item 7A.Quantitative and Qualitative Disclosures About Market Risk.

 

Item 8.   Financial Statements and Supplementary Data.

 

Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 

 

 

 

Item 9A.Controls and Procedures.

 

Item 9B.Other Information.  None.

 

Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None.

 

PART III

 

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

 

Item 10.Directors, Executive Officers and Corporate Governance.

 

Item 11.   Executive Compensation.

 

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

Item 13.Certain Relationships and Related Transactions, and Director Independence.

 

Item 14.Principal Accountant Fees and Services.

 

PART IV

 

Item 15.Exhibits and Financial Statement Schedules.

 

(a)   (1)  Not applicable.
     
    (2)  Not applicable.
     
    (3)  The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 

(b)        Exhibits.

 

Exhibit
Number
  Description
     
Exhibit 3.1:   Certificate of Formation of CNH Capital Receivables LLC (Filed as Exhibit 3.1 to registrant’s Form SF-3 filed on February 24, 2022, and incorporated herein by reference).
     
Exhibit 3.2:   Limited Liability Company Agreement of CNH Capital Receivables LLC (Filed as Exhibit 3.2 to registrant’s Form SF-3 filed on February 24, 2022, and incorporated herein by reference).

 

 

 

 

Exhibit
Number
  Description
     
Exhibit 4.1:   Indenture, dated as of July 1, 2021, between CNH Equipment Trust 2021-B and Citibank, N.A. (Filed as Exhibit 4.1 of the Trust’s Current Report on Form 8-K filed on July 27, 2021, and incorporated herein by reference).
     
Exhibit 4.2:   Trust Agreement, dated as of July 9, 2021, among CNH Capital Receivables LLC and Wilmington Trust Company, as trustee (Filed as Exhibit 4.2 of the Trust’s Current Report on Form 8-K filed on July 22, 2021, and incorporated herein by reference).
     
Exhibit 4.3:   Sale and Servicing Agreement, dated as of July 1, 2021, among CNH Capital Receivables LLC, New Holland Credit Company, LLC and CNH Equipment Trust 2021-B (Filed as Exhibit 4.2 of the Trust’s Current Report on Form 8-K filed on July 27, 2021, and incorporated herein by reference).
     
Exhibit 4.4:   Purchase Agreement, dated as of July 1, 2021, between CNH Capital Receivables LLC and CNH Industrial Capital America LLC (Filed as Exhibit 4.3 of the Trust’s Current Report on Form 8-K filed on July 27, 2021, and incorporated herein by reference).
     
Exhibit 4.5:   Administration Agreement, dated as of July 1, 2021, among New Holland Credit Company, LLC, CNH Equipment Trust 2021-B, Wilmington Trust Company and Citibank, N.A. (Filed as Exhibit 4.4 of the Trust’s Current Report on Form 8-K filed on July 27, 2021, and incorporated herein by reference).
     
Exhibit 4.6:   Asset Representations Review Agreement, dated as of July 1, 2021, among CNH Equipment Trust 2021-B, New Holland Credit Company, LLC and Clayton Fixed Income Services LLC, as asset representations reviewer (Filed as Exhibit 4.5 of the Trust’s Current Report on Form 8-K filed on July 27, 2021, and incorporated herein by reference).
     
Exhibit 4.7:   Memorandum of Understanding, dated as of July 27, 2021, among CNH Industrial Capital America LLC, CNH Capital Receivables LLC, CNH Equipment Trust 2021-B and Citibank, N.A., as indenture trustee (filed as Exhibit 4.6 of the Trust’s Current Report on Form 8-K filed on July 27, 2021, and incorporated herein by reference).
     
Exhibit 4.8:   Letter Agreement, dated as of July 27, 2021, among New Holland Credit Company, LLC and Wilmington Trust Company, as trustee (filed as Exhibit 4.7 of the Trust’s Current Report on Form 8-K filed on July 27, 2021, and incorporated herein by reference).
     
Exhibit 10.1:   Underwriting Agreement, dated as of July 20, 2021, among CNH Capital Receivables LLC, CNH Industrial Capital America LLC, and BofA Securities, Inc., BNP Paribas Securities Corp., and Mizuho Securities USA LLC, as representatives of the several underwriters (Filed as Exhibit 1.1 of the Trust’s Current Report on Form 8-K filed on July 22, 2021, and incorporated herein by reference).
     
Exhibit 31.1:   Section 302 Certification.
     
Exhibit 33.1:   Certification Regarding Compliance with Applicable Servicing Criteria (New Holland Credit Company, LLC).

 

 

 

 

Exhibit
Number
  Description
     
Exhibit 33.2:   Management’s Assessment of Compliance (Citibank, N.A.).
     
Exhibit 34.1:   Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP).
     
Exhibit 34.2:   Report of Independent Registered Public Accounting Firm (KPMG LLP).
     
Exhibit 35.1:   Servicing Compliance Statement of New Holland Credit Company, LLC.

 

(c)           Not applicable.

 

Item 16.Form 10-K Summary.  None.

 

Substitute information provided in accordance with General Instruction J to Form 10-K:

 

Item 1112(b) of Regulation AB. Significant Obligor Financial Information.

 

No obligor relating to the pool assets held by the issuing entity is a “significant obligor” as that term is defined in Regulation AB.

 

Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.

 

Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no information is required in response to this Item.

 

Item 1115(b) of Regulation AB. Certain Derivatives Instruments.

 

Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.

 

Item 1117 of Regulation AB. Legal Proceedings.

 

The registrant knows of no material pending legal proceedings or material legal proceedings contemplated by governmental authorities against any of the parties or property for which Item 1117 of Regulation AB would require disclosure.

 

Item 1119 of Regulation AB. Affiliates and Certain Relationships and Related Transactions.

 

Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119 because such information has been previously provided as permitted by the Instructions to Item 1119.

 

 

 

 

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

 

Each of New Holland Credit Company, LLC (“NHCC”), as Servicer, and Citibank, N.A. (“Citibank”), as Indenture Trustee, (each, a “Servicing Participant”) have been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by the Trust. Each of the Servicing Participants has completed a report on assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”), which for Citi are all servicing criteria set forth in Item 1122(d), except for Items 1122(d)(1)(i)-1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(2)(vi)-1122(d)(2)(vii), 1122(d)(3)(i) and 1122(d)(4)(i)-1122(d)(4)(xv), and which for NHCC are all servicing criteria set forth in Item 1122(d), except for Items 1122 (d)(1)(iii), 1122 (d)(1)(iv), 1122 (d)(2)(ii), 1122 (d)(2)(iii), 1122 (d)(2)(vi), 1122 (d)(4)(x), 1122 (d)(4)(xi), 1122 (d)(4)(xii), 1122 (d)(4)(xiii), and 1122 (d)(4)(xv). The Report on Assessment provided by NHCC and the Report on Assessment provided by Citibank are dated as of March 22, 2024 and February 29, 2024, respectively, and as of and for a period consisting of the twelve months ended December 31, 2023. Each Report on Assessment is attached as an exhibit to this Form 10-K.

 

In addition, each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by an independent registered public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.

 

None of the Reports on Assessment or the related Attestation Reports have identified any material instances of noncompliance with the servicing criteria identified in such Report on Assessment as applicable to the related Servicing Participant.  In addition, neither the Report on Assessment provided by NHCC nor the related Attestation Report have identified any material deficiency in NHCC’s policies and procedures to monitor vendor compliance.

 

Item 1123 of Regulation AB. Servicer Compliance Statement.

 

A Servicer Compliance Statement from an officer of New Holland Credit Company, LLC is included as an exhibit to this Report.

 

EXHIBIT INDEX

 

Exhibit
Number
  Description
     
Exhibit 3.1:   Certificate of Formation of CNH Capital Receivables LLC (Filed as Exhibit 3.1 to registrant’s Form SF-3 filed on February 24, 2022, and incorporated herein by reference).
     
Exhibit 3.2:   Limited Liability Company Agreement of CNH Capital Receivables LLC (Filed as Exhibit 3.2 to registrant’s Form SF-3 filed on February 24, 2022, and incorporated herein by reference).
     
Exhibit 4.1:   Indenture, dated as of July 1, 2021, between CNH Equipment Trust 2021-B and Citibank, N.A. (Filed as Exhibit 4.1 of the Trust’s Current Report on Form 8-K filed on July 27, 2021, and incorporated herein by reference).
     
Exhibit 4.2:   Trust Agreement, dated as of July 9, 2021, among CNH Capital Receivables LLC and Wilmington Trust Company, as trustee (Filed as Exhibit 4.2 of the Trust’s Current Report on Form 8-K filed on July 22, 2021, and incorporated herein by reference).
     
Exhibit 4.3:   Sale and Servicing Agreement, dated as of July 1, 2021, among CNH Capital Receivables LLC, New Holland Credit Company, LLC and CNH Equipment Trust 2021-B (Filed as Exhibit 4.2 of the Trust’s Current Report on Form 8-K filed on July 27, 2021, and incorporated herein by reference).

 

 

 

 

Exhibit 4.4:   Purchase Agreement, dated as of July 1, 2021, between CNH Capital Receivables LLC and CNH Industrial Capital America LLC (Filed as Exhibit 4.3 of the Trust’s Current Report on Form 8-K filed on July 27, 2021, and incorporated herein by reference).
     
Exhibit 4.5:   Administration Agreement, dated as of July 1, 2021, among New Holland Credit Company, LLC, CNH Equipment Trust 2021-B, Wilmington Trust Company and Citibank, N.A. (Filed as Exhibit 4.4 of the Trust’s Current Report on Form 8-K filed on July 27, 2021, and incorporated herein by reference).
     
Exhibit 4.6:   Asset Representations Review Agreement, dated as of July 1, 2021, among CNH Equipment Trust 2021-B, New Holland Credit Company, LLC and Clayton Fixed Income Services LLC, as asset representations reviewer (Filed as Exhibit 4.5 of the Trust’s Current Report on Form 8-K filed on July 27, 2021, and incorporated herein by reference).
     
Exhibit 4.7:   Memorandum of Understanding, dated as of July 27, 2021, among CNH Industrial Capital America LLC, CNH Capital Receivables LLC, CNH Equipment Trust 2021-B and Citibank, N.A., as indenture trustee (filed as Exhibit 4.6 of the Trust’s Current Report on Form 8-K filed on July 27, 2021, and incorporated herein by reference).
     
Exhibit 4.8:   Letter Agreement, dated as of July 27, 2021, among New Holland Credit Company, LLC and Wilmington Trust Company, as trustee (filed as Exhibit 4.7 of the Trust’s Current Report on Form 8-K filed on July 27, 2021, and incorporated herein by reference).

 

 

 

 

Exhibit
Number
  Description
     
Exhibit 10.1:   Underwriting Agreement, dated as of July 20, 2021, among CNH Capital Receivables LLC, CNH Industrial Capital America LLC, and BofA Securities, Inc., BNP Paribas Securities Corp., and Mizuho Securities USA LLC, as representatives of the several underwriters (Filed as Exhibit 1.1 of the Trust’s Current Report on Form 8-K filed on July 22, 2021, and incorporated herein by reference).
     
Exhibit 31.1:   Section 302 Certification.
     
Exhibit 33.1:   Certification Regarding Compliance with Applicable Servicing Criteria (New Holland Credit Company, LLC).
     
Exhibit 33.2:   Management’s Assessment of Compliance (Citibank, N.A.).
     
Exhibit 34.1:   Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP).
     
Exhibit 34.2:   Report of Independent Registered Public Accounting Firm (KPMG LLP).
     
Exhibit 35.1:   Servicing Compliance Statement of New Holland Credit Company, LLC.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

March 27, 2024

 

  CNH EQUIPMENT TRUST 2021-B
   
  By: New Holland Credit Company, LLC, as Servicer
     
     
  By: /s/ Douglas MacLeod
  Name: Douglas MacLeod
  Title: President (senior officer in charge of the servicing function)

 

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

 

No annual report or proxy materials have been sent to securityholders and the registrant does not intend to furnish such report or proxy materials to securityholders subsequent to the filing of this Annual Report on Form 10-K.

 

 

 

EX-31.1 2 tm241113d1_ex31-1.htm EXHIBIT 31.1

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Douglas MacLeod, certify that:

 

1.                 I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of CNH Equipment Trust 2021-B (the “Exchange Act periodic reports”);

 

2.                 Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                 Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

 

4.                 I am responsible for reviewing the activities performed by the servicer and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and

 

5.                 All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

 

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Citibank, N.A.

 

 

 

 

March 27, 2024

 

 

  By: /s/ Douglas MacLeod
  Name: Douglas MacLeod
  Title: President (senior officer in charge of the servicing function)

 

 

 

EX-33.1 3 tm241113d1_ex33-1.htm EXHIBIT 33.1

 

EXHIBIT 33.1

 

Certification Regarding Compliance with Applicable Servicing Criteria

 

1.              New Holland Credit Company, LLC (“New Holland”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 2023 (the “Reporting Period”), as set forth in Appendix A hereto. The transactions covered by this report include the asset backed securities transactions related to the trusts listed on Appendix B hereto, for which New Holland acted as servicer involving equipment receivables (the “Platform”);

 

2.              New Holland has engaged certain vendors (the “Vendors”) to perform specific, limited or scripted activities, and New Holland elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth in Appendix A hereto;

 

3.              Except as set forth in paragraph 4 below, New Holland used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria;

 

4.              The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to New Holland based on the activities it performs, directly or through its Vendors, with respect to the Platform;

 

5.              New Holland has complied, in all material respects, with the applicable servicing criteria to it as set forth on Appendix A hereto as of December 31, 2023 and for the Reporting Period with respect to the Platform taken as a whole;

 

6.              New Holland has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria to them as set forth on Appendix A hereto as of December 31, 2023 and for the Reporting Period with respect to the Platform taken as a whole;

 

7.              New Holland has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria to them as set forth on Appendix A hereto as of December 31, 2023 and for the Reporting Period with respect to the Platform taken as a whole;

 

8.               None of the Vendors are servicers as defined in Item 1101(j) of Regulation AB;

 

9.              New Holland has policies and procedures in place designed to provide reasonable assurance that the Vendors’ activities comply in all material respects with the servicing criteria applicable to such Vendors; and

 

10.            Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on New Holland’s assessment of compliance with the applicable servicing criteria as set forth on Appendix A hereto as of December 31, 2023 and for the Reporting Period.

 

 

 

 

March 27, 2024  
   
   
  New Holland Credit Company, LLC
   
   
  By: /s/ Douglas MacLeod
  Name: Douglas MacLeod
  Title: President

 

 

 

 

APPENDIX A

 

SERVICING CRITERIA  

APPLICABLE

SERVICING CRITERIA

 

INAPPLICABLE

SERVICING

CRITERIA








Reference
  Criteria  

 

Performed

Directly

by

New
Holland

 

Performed

by

Vendor(s)

for which

New Holland

is the

Responsible

Party

 

 

NOT performed by

New

Holland or by

subservicer(s) or

vendor(s) retained

by

New Holland

    General Servicing Considerations            
                 
1122(d)(1)(i)    Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.   X        
1122(d)(1)(ii)    If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.   X        
1122(d)(1)(iii)    Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.           X
1122(d)(1)(iv)    A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.           X
1122(d)(1)(v)   Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.   X        
                 
    Cash Collection and Administration            
                 
1122(d)(2)(i)    Payments on pool assets are deposited into the appropriate   X   X    

 

 

 

 

 

SERVICING CRITERIA  

APPLICABLE

SERVICING CRITERIA

 

INAPPLICABLE

SERVICING

CRITERIA








Reference
  Criteria  

 

Performed

Directly

by

New
Holland

 

Performed

by

Vendor(s)

for which

New Holland

is the

Responsible

Party

 

 

NOT performed by

New

Holland or by

subservicer(s) or

vendor(s) retained

by

New Holland

    custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements.            
1122(d)(2)(ii)    Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.           X
1122(d)(2)(iii)    Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.           X
1122(d)(2)(iv)    The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.   X        
1122(d)(2)(v)    Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.   X        
1122(d)(2)(vi)    Unissued checks are safeguarded so as to prevent unauthorized access.           X
1122(d)(2)(vii)    Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts,    X        

 

 

 

 

SERVICING CRITERIA  

APPLICABLE

SERVICING CRITERIA

 

INAPPLICABLE

SERVICING

CRITERIA

 






Reference
  Criteria  

 

Performed

Directly

by

New
Holland

 

Performed

by

Vendor(s)

for which

New Holland

is the

Responsible

Party

 

 

NOT performed by

New

Holland or by

subservicer(s) or

vendor(s) retained

by

New Holland

    including custodial accounts and related bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.            
                 
    Investor Remittances and Reporting            
                 
1122(d)(3)(i)    Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.   X        

 

 

 

 

SERVICING CRITERIA  

APPLICABLE

SERVICING CRITERIA

 

INAPPLICABLE

SERVICING

CRITERIA

 






Reference
  Criteria  

 

Performed

Directly

by

New
Holland

 

Performed

by

Vendor(s)

for which

New Holland

is the

Responsible

Party

 

 

NOT performed by

New

Holland or by

subservicer(s) or

vendor(s) retained

by

New Holland

1122(d)(3)(ii)    Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.   X        
1122(d)(3)(iii)    Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.   X        
1122(d)(3)(iv)    Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.   X        
                 
    Pool Asset Administration            
                 
1122(d)(4)(i)    Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.   X   X    
1122(d)(4)(ii)    Pool assets and related documents are safeguarded as required by the transaction agreements.   X        
1122(d)(4)(iii)    Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.   X        
1122(d)(4)(iv)    Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to   X        

 

 

 

 

SERVICING CRITERIA  

APPLICABLE

SERVICING CRITERIA

 

INAPPLICABLE

SERVICING

CRITERIA

 






Reference
  Criteria  

 

Performed

Directly

by

New
Holland

 

Performed

by

Vendor(s)

for which

New Holland

is the

Responsible

Party

 

 

NOT performed by

New

Holland or by

subservicer(s) or

vendor(s) retained

by

New Holland

    principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.            
1122(d)(4)(v)    The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.   X        
1122(d)(4)(vi)    Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.   X        
1122(d)(4)(vii)    Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.   X        
1122(d)(4)(viii)    Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).   X        
1122(d)(4)(ix)    Adjustments to interest rates or rates of return for pool assets with   X        

 

 

 

 

SERVICING CRITERIA  

APPLICABLE

SERVICING CRITERIA

 

INAPPLICABLE

SERVICING

CRITERIA

 






Reference
  Criteria  

 

Performed

Directly

by

New
Holland

 

Performed

by

Vendor(s)

for which

New Holland

is the

Responsible

Party

 

 

NOT performed by

New

Holland or by

subservicer(s) or

vendor(s) retained

by

New Holland

    variable rates are computed based on the related pool asset documents.            
1122(d)(4)(x)    Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.           X
1122(d)(4)(xi)    Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.           X
1122(d)(4)(xii)    Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.           X
1122(d)(4)(xiii)   Disbursements made on behalf of an obligor are posted within two business days to the obligor’s           X

 

 

 

 

SERVICING CRITERIA  

APPLICABLE

SERVICING CRITERIA

 

INAPPLICABLE

SERVICING

CRITERIA

 






Reference
  Criteria  

 

Performed

Directly

by

New
Holland

 

Performed

by

Vendor(s)

for which

New Holland

is the

Responsible

Party

 

 

NOT performed by

New

Holland or by

subservicer(s) or

vendor(s) retained

by

New Holland

    records maintained by the servicer, or such other number of days specified in the transaction agreements.          
1122(d)(4)(xiv)    Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction agreements.   X        
1122(d)(4)(xv)    Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.           X

 

 

 

 

APPENDIX B

Asset backed securities transactions constituting the Platform

Deal Name

CNH Equipment Trust 2019-A
CNH Equipment Trust 2019-B
CNH Equipment Trust 2019-C
CNH Equipment Trust 2020-A
CNH Equipment Trust 2021-A
CNH Equipment Trust 2021-B
CNH Equipment Trust 2021-C
CNH Equipment Trust 2022-A
CNH Equipment Trust 2022-B
CNH Equipment Trust 2022-C
CNH Equipment Trust 2023-A
CNH Equipment Trust 2023-B

 

 

 

EX-33.2 4 tm241113d1_ex33-2.htm EXHIBIT 33.2

 

Exhibit 33.2

 

MANAGEMENT’S ASSESSMENT OF COMPLIANCE

 

 

Management of the Agency and Trust division of Citibank, N.A. (or “Company”) is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission.

 

Management has determined that the servicing criteria in Item 1122(d) of Regulation AB are applicable in regard to the servicing platform as of and for the period as follows:

 

Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) equipment loan-backed securities issued by CNH Equipment Trust, as listed in Appendix A, for which the Company provides trustee and paying agent services (the “Platform”).

 

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by Item 1122(d) servicing criteria in regards to the activities performed by the Company with respect to the Platform, except for the following servicing criteria: 1122(d)(1)(i)-1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(2)(vi)-1122(d)(2)(vii), 1122(d)(3)(i) and 1122(d)(4)(i)-1122(d)(4)(xv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the “Applicable Servicing Criteria”). With respect to the Platform, Applicable Servicing Criterion 1122(d)(3)(ii) is applicable only as it relates to remittances.

 

Period: Twelve months ended December 31, 2023 (the “Period”).

 

With respect to the Platform as of and for the Period, the Company’s management provides the following assessment of compliance with respect to the Applicable Servicing Criteria:

 

·The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.

 

·The Company’s management has assessed compliance with the Applicable Servicing Criteria. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

 

·Based on such assessment, the Company has complied, in all material respects, with the Applicable Servicing Criteria.

 

KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to management’s assessment of compliance with the Applicable Servicing Criteria as of and for the Period.

 

  CITIBANK, N.A.
   
  By: /s/ James Maitland
  Its: Managing Director

 

Dated: February 29, 2024

 

 

 

 

Appendix A

 

CNH Transactions and Securities Constituting the Platform

 

DEAL NAME

CNH Equipment Trust 2019-A
CNH Equipment Trust 2019-B
CNH Equipment Trust 2019-C
CNH Equipment Trust 2020-A
CNH Equipment Trust 2021-A
CNH Equipment Trust 2021-B
CNH Equipment Trust 2021-C
CNH Equipment Trust 2022-A
CNH Equipment Trust 2022-B
CNH Equipment Trust 2022-C
CNH Equipment Trust 2023-A
CNH Equipment Trust 2023-B

 

 

 

EX-34.1 5 tm241113d1_ex34-1.htm EXHIBIT 34.1

 

Exhibit 34.1

 

  Deloitte & Touche LLP
   
  111 S Wacker Drive
Chicago, IL 60606-4301
USA
  Tel: +1 312 486 1000
Fax: +1 3 12 486 1486
www.deloitte.com

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors of New Holland Credit Company, LLC

 

We have examined management of New Holland Credit Company LLC’s assertion, included in the accompanying New Holland Credit Company LLC’s Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria, that New Holland Credit Company LLC (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the CNH Equipment Trust issuances that were completed after January 1, 2006 and registered with the SEC pursuant to the Securities Act of 1933 (the "Platform"), excluding criteria in 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(ii) pertaining to the actual disbursements of funds to investors (which disbursement is the responsibility of a different party participating in the servicing function), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), and 1122 (d)(4)(xv), which management has determined are not applicable to the activities performed by the Company with respect to the Platform, (the “servicing criteria”), as of December 31, 2023 and for the period January 1, 2023 through December 31, 2023. Management’s assertion identifies the individual asset-backed transactions defined by management as constituting the Platform. Management is responsible for the Company's compliance with the servicing criteria and its assertion. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the servicing criteria based on our examination.

 

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion about compliance with the servicing criteria is fairly stated, in all material respects, and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the servicing criteria, including tests on a sample basis of the servicing activities related to the Platform, determining whether the Company performed those selected activities in compliance with the servicing criteria during the specified period, and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited to selected servicing activities performed by the Company during the period covered by this report and, accordingly, such samples may not have included servicing activities related to each asset-backed transaction included in the Platform. Further, an examination is not designed to detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that the evidence we obtained in our examination is sufficient and appropriate to provide a reasonable basis for our opinion.

 

Our examination does not provide a legal determination on the Company's compliance with the servicing criteria.

 

 

 

 

In our opinion, management's assertion that the Company complied with the aforementioned servicing criteria as of December 31, 2023 and for the period January 1, 2023 through December 31, 2023 for the CNH Equipment Trust issuances that were completed after January 1, 2006 and registered with the SEC pursuant to the Securities Act of 1933, is fairly stated, in all material respects.

 

Yours Truly,

 

/s/ Deloitte & Touche LLP 

 

Chicago, IL

 

March 22, 2024

 

 

 

EX-34.2 6 tm241113d1_ex34-2.htm EXHIBIT 34.2

 

Exhibit 34.2

 

   
  KPMG LLP
Aon Center
Suite 5500
200 E. Randolph Street
Chicago, IL 60601-6436

 

 

Report of Independent Registered Public Accounting Firm

The Board of
Directors
Citibank, N.A.:

 

We have examined management’s assertion, included in the accompanying Management’s Assessment of Compliance, that the Agency and Trust division of Citibank, N.A. (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB (the “Servicing Criteria”) for publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) equipment loan-backed securities issued by CNH Equipment Trust, as listed in Appendix A of the accompanying Management’s Assessment of Compliance, for which the Company provides trustee and paying agent services (the “Platform”), except for servicing criteria 1122(d)(1)(i)-1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(2)(vi)-1122(d)(2)(vii), 1122(d)(3)(i) and 1122(d)(4)(i)-1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2023. With respect to the Platform, Servicing Criterion 1122(d)(3)(ii) is applicable only as it relates to remittances. Management is responsible for the Company’s compliance with the Servicing Criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the Servicing Criteria based on our examination.

 

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants to obtain reasonable assurance and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the Servicing Criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the Servicing Criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the Servicing Criteria.

 

We are required to be independent and to meet our other ethical responsibilities in accordance with relevant ethical requirements relating to the examination engagement.

 

In our opinion, management’s assertion that the Company complied with the aforementioned Servicing Criteria as of and for the twelve months ended December 31, 2023 is fairly stated, in all material respects.

 

/s/KPMG LLP

 

Chicago, Illinois
February 29, 2024

 

 

 

EX-35.1 7 tm241113d1_ex35-1.htm EXHIBIT 35.1

 

EXHIBIT 35.1

 

SERVICER COMPLIANCE STATEMENT

New Holland Credit Company, LLC

 

The undersigned, a duly authorized officer of New Holland Credit Company, LLC (“NHCC”), as Servicer pursuant to the Sale and Servicing Agreement dated as of July 1, 2021 (as amended from time to time, the “Sale and Servicing Agreement”) by and among NHCC, CNH Capital Receivables LLC and CNH Equipment Trust 2021-B, does hereby certify that:

 

1.             NHCC is Servicer under the Sale and Servicing Agreement.

 

2.             The undersigned is duly authorized as required pursuant to the Sale and Servicing Agreement to execute and deliver this Certificate to the Indenture Trustee.

 

3.             This Certificate is delivered pursuant to Section 4.9(a) of the Sale and Servicing Agreement and Item 1123 of Regulation AB.

 

4.             A review of the Servicer’s activities during the 12 month period ending (and including) December 31, 2023 and of its performance under the Sale and Servicing Agreement has been made under my supervision.

 

5.             To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Sale and Servicing Agreement in all material respects throughout the 12 month period ending (and including) December 31, 2023.

 

6.             IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 27th day of March, 2024.

 

 

 

 

March 27, 2024

 

 

  By: /s/ Douglas MacLeod
  Name: Douglas MacLeod
  Title: President

 

 

 

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