Common use of Registration of Transfer and Exchange of Trust Certificates Clause in Contracts

Registration of Transfer and Exchange of Trust Certificates. The Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of the Trust Certificates Certificate and of transfers and exchanges of the Trust CertificatesCertificate as provided herein. The Owner Trustee shall be the “is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering the Trust Certificates Certificate and transfers and exchanges of the transfers of Trust Certificates Certificate as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar, the Depositor Servicer shall promptly appoint a successor oranother bank or trust company, if it elects not to make such having an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered office or agency located in the name City of “CNH Capital Receivables LLC” Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as the initial registered owner thereof. successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any the Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to execute, authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing representing the same percentage of beneficial interest in the Trust aggregate Certificate Interest as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. being surrendered. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. . (d) No transfer of a Trust Certificate shall be registered made unless the transferee shall have provided (i) if the transferee such transfer is made in a transaction which does not the Seller require registration or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required qualification under the Securities Act of 1933, as amended, 1933 or applicable State qualification under any state securities or “Blue Sky” laws, and (ii) if . Neither the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or nor the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any shall effect the registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate unless, prior to such transfer, the Owner Trustee shall have received an Opinion of Counsel that (x) the transfer of such Trust Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or beneficial interest therein shall be allowed, is exempt from the registration requirements of the Securities Act of 1933 and any such purported transfer shall be void ab initio, if (y) such transfer would will not cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as an association (or a partner in publicly traded partnership) taxable as a corporation for federal income tax purposes. Any transferee of a Trust Certificate must be either an Affiliate of the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable Depositor or a Qualified Institutional Buyer. Prior to the flow-through entity’s interest (direct any resale, assignment or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate described in this Section 3.04, each prospective purchaser of a Trust Certificate shall have acknowledged, represented and agreed as follows: (i) It (and any Person for which it holds the Trust Certificate (or any beneficial interest therein), whether to another Certificateholder ) neither has acquired nor will transfer any Trust Certificate it purchases (or to a person who is not a Certificateholder, shall be effective, and any interest therein) or cause any such transfer Trust Certificate (or purported transferany interest therein) shall to be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected marketed on or through (x) an “established securities market” within the meaning of Section 7704(a)(17704(b)(1) of the Code, including including, without limitation, an over-the-counter counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations quotations. (ii) It (and any Person for which it holds the Trust Certificate (or any interest therein), collectively for purposes of this Section 3.04(d), a “transferee”) either (A) is not, and will not become, a partnership, S corporation or grantor trust for U.S. federal income tax purposes (or a disregarded entity of any of the foregoing), or (yB) a “secondary market is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more of the value of such interests in the transferee to be attributable to such transferee’s ownership of the Trust Certificate (or any interest therein). (iii) It understands that if it is acquiring any Trust Certificate (or any interest therein) for the substantial equivalent thereof)” within account of one or more Persons, (A) it shall provide to the meaning Owner Trustee and the Trust Depositor information as to the number of Section 7704(a)(2such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate (or any interest therein) is held shall require the written consent of the Code Owner Trustee, which consent shall be granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state income tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (iv) It understands that no subsequent transfer of a Trust Certificate (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and any proposedthe Trust Depositor a certificate substantially in the form of Exhibit C hereto, temporary or final Treasury Regulations thereunder; and such other written statement as the Owner Trustee shall prescribe, and (C) the Owner Trustee (on behalf of the Trust) consents in writing to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer will not would create a risk that the Trust would be classified for federal or any applicable state income tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of the Trust Certificate in the aggregate to exceed 100 or otherwise cause the Trust to be classified as become a publicly traded partnership for U.S. federal income tax purposespurposes shall be a void transfer. Notwithstanding anything else to the contrary herein, and such purchaser or transferee will not take any action, including any subsequent disposition purported transfer of such a Trust Certificate (or any beneficial interest therein) to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. The Owner Trustee shall not be obligated to register any transfer of a Trust Certificate (or any interest therein) unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (e) No service charge shall be made for any registration of transfer or exchange of a Trust Certificate (or any interest therein), but the Owner Trustee may require payment of a sum sufficient to cover any tax or governmental charge that would cause may be imposed in connection with any transfer or exchange of a Trust Certificate (or any interest therein). (f) Any Trust Certificate surrendered for registration of transfer shall be canceled and subsequently destroyed by the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesOwner Trustee.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Eligible Lender Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Chase Manhattan Bank shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorEligible Lender Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of , with such signature guaranteed by a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate member firm of the Seller and the transferor is not the Seller New York Stock Exchange or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, a commercial bank or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreementtrust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: by (a) an employee benefit plan plans (as defined in Section section 3(3) of ERISA) that is are subject to the provisions of Title I of ERISA, (b) a plan plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 4975(e)(1408(a) of the Code or ▇▇▇▇▇ plans, or (c) any entity entities whose underlying assets include plan assets by reason of any of the foregoing a plan's investment in such entities (each each, a “"Benefit Plan”"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or , is not a Certificateholder purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is or is not deemed to be a Benefit Plan. Notwithstanding any other provision plan asset, the Certificateholder will promptly dispose of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Wilmington Trust Company shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause its Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any Authenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the related Certificateholder thereof or his such Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Delaware Trustee shall provide for the registration of the Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Delaware Trustee shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Delaware Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorDelaware Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Delaware Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Delaware Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of the Trust Certificates, but the Delaware Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: by or with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is plans, retirement arrangements, individual retirement accounts or ▇▇▇▇▇ plans subject to the provisions of either Title I of ERISAthe Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or (b) a plan described in Section 4975(e)(1entities (including insurance company general accounts) of the Code or (c) any entity whose underlying assets include plan assets of any by reason of the foregoing investment by any such plans, arrangements or accounts in such entities (each a “"Benefit Plan”Plan Investor"). By accepting and holding Each transferee of a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed required to have represented and warranted represent (a) that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or Plan Investor and is not a Certificateholder acquiring such Trust Certificate with the assets of a Benefit Plan Investor and (b) that if such Trust Certificate is or is not subsequently deemed to be a Benefit Plan. Notwithstanding any other provision of this Agreementplan asset, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, it will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner dispose of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such . Each Trust Certificate (or any beneficial interest therein), that would cause shall bear a legend referring to the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesrestrictions contained in this paragraph.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of the Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Deutsche Bank Trust Company Americas shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, and, upon satisfaction of the conditions set forth below, the Owner Trustee shall execute, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, the Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of a like Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless , with such signature guaranteed by an “eligible guarantor institution” meeting the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate requirements of the Seller and the transferor is not the Seller Certificate Registrar, which requirements include membership or an Affiliate of the Seller, an opinion of counsel that no registration is required under participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 19331934, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. In addition, each such Certificateholder shall comply with Section 2.12. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may may, but shall not be obligated to, require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Notwithstanding the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinforegoing, the Certificateholder thereof shall be deemed to have represented Owner Trustee need not make and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar need not register, transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the any Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer or exchange of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person Person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such personPerson’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a an association (or publicly traded partnership partnership) taxable as a corporation for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a an association (or publicly traded partnership partnership) taxable as a corporation for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any _______________ shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof Holder or his such Holder's attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any U.S. Bank Trust Company, National Association shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or the Trust shall cause U.S. Bank Trust Company, National Association, as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in of a like Certificate Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of a like aggregate Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee and the Certificate Registrar attached hereto duly executed by, by the related Certificateholder thereof or his such Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of fifteen (15) days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee Paying Agent shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “"Certificate Register”") in which, subject to such reasonable regulations as it may prescribe, the Trust Issuer shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee Paying Agent shall be the “"Certificate Registrar” " for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, if the requirements of Section 8-401(l) of the UCC are met, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage authorized denominations of beneficial interest in the Trust transferred by such transferora like aggregate principal amount. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations, of a like aggregate principal amount, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, if the requirements of Section 8-401(l) of the UCC are met, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Certificateholder Holder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State state laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s 's Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets by reason of any of a plan's investment in the foregoing entity (each a “"Benefit Plan”"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder Holder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any U.S. Bank National Association shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or the Trust shall cause U.S. Bank National Association, as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in of a like Certificate Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of a like aggregate Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee and the Certificate Registrar attached hereto duly executed by, by the related Certificateholder thereof or his such Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of fifteen (15) days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Wilmington Trust, National Association shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause its Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any Authenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the related Certificateholder thereof or his such Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 10 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any U.S. Bank National Association shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or the Trust shall cause U.S. Bank National Association, as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in of a like Certificate Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of a like aggregate Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee and the Certificate Registrar attached hereto duly executed by, by the related Certificateholder thereof or his such Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person Person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such personPerson’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a an association (or publicly traded partnership partnership) taxable as a corporation for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a an association (or publicly traded partnership partnership) taxable as a corporation for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of the Trust Certificates Certificate and of transfers and exchanges of the Trust CertificatesCertificate as provided herein. The Owner Trustee shall be the “is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering the Trust Certificates Certificate and transfers and exchanges of the transfers of Trust Certificates Certificate as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar, the Depositor Servicer shall promptly appoint a successor oranother bank or trust company, if it elects not to make such having an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered office or agency located in the name City of “CNH Capital Receivables LLC” Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as the initial registered owner thereof. successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any the Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to execute, authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing representing the same percentage of beneficial interest in the Trust aggregate Certificate Interest as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. being surrendered. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. . (d) No transfer of a Trust Certificate shall be registered made unless the transferee shall have provided (i) if the transferee such transfer is made in a transaction which does not the Seller require registration or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required qualification under the Securities Act of 1933, as amended, 1933 or applicable State qualification under any state securities or “Blue Sky” laws, and (ii) if . Neither the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or nor the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any shall effect the registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate unless, prior to such transfer, the Owner Trustee shall have received an Opinion of Counsel that (x) the transfer of such Trust Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or beneficial interest therein shall be allowed, is exempt from the registration requirements of the Securities Act of 1933 and any such purported transfer shall be void ab initio, if (y) such transfer would will not cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as an association (or a partner in publicly traded partnership) taxable as a corporation for federal income tax purposes. Any transferee of a Trust Certificate must be either an Affiliate of the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable Depositor or a Qualified Institutional Buyer. Prior to the flow-through entity’s interest (direct any resale, assignment or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate as described in this Section 3.04, each prospective purchaser of a Trust Certificate shall have acknowledged, represented and agreed as follows: (i) It (and any Person for which it holds the Trust Certificate (or any beneficial interest therein), whether to another Certificateholder ) neither has acquired nor will transfer any Trust Certificate it purchases (or to a person who is not a Certificateholder, shall be effective, and any interest therein) or cause any such transfer Trust Certificate (or purported transferany interest therein) shall to be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected marketed on or through (x) an “established securities market” within the meaning of Section 7704(a)(17704(b)(1) of the Code, including including, without limitation, an over-the-counter counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations quotations. (ii) It (and any Person for which it holds the Trust Certificate (or any interest therein), collectively for purposes of this Section 3.04(d), a “transferee”) either (A) is not, and will not become, a partnership, S corporation or grantor trust for U.S. federal income tax purposes (or a disregarded entity of any of the foregoing) or (yB) a “secondary market is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more of the value of such interests in the transferee to be attributable to such transferee’s ownership of the Trust Certificate (or any interest therein). (iii) It understands that if it is acquiring any Trust Certificate (or any interest therein) for the substantial equivalent thereof)” within account of one or more Persons, (A) it shall provide to the meaning Owner Trustee and the Trust Depositor information as to the number of Section 7704(a)(2such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate (or any interest therein) is held shall require the written consent of the Code Owner Trustee, which consent shall be granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state income tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (iv) It understands that no subsequent transfer of a Trust Certificate (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and any proposedthe Trust Depositor a certificate substantially in the form of Exhibit C hereto, temporary or final Treasury Regulations thereunder; and such other written statement as the Owner Trustee shall prescribe and (C) the Owner Trustee (on behalf of the Trust) consents in writing to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer will not would create a risk that the Trust would be classified for federal or any applicable state income tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of the Trust Certificate in the aggregate to exceed 100 or otherwise cause the Trust to be classified as become a publicly traded partnership for U.S. federal income tax purposespurposes shall be a void transfer. Notwithstanding anything else to the contrary herein, and such purchaser or transferee will not take any action, including any subsequent disposition purported transfer of such a Trust Certificate (or any beneficial interest therein) to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. The Owner Trustee shall not be obligated to register any transfer of a Trust Certificate (or any interest therein) unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (e) No service charge shall be made for any registration of transfer or exchange of a Trust Certificate (or any interest therein), but the Owner Trustee may require payment of a sum sufficient to cover any tax or governmental charge that would cause may be imposed in connection with any transfer or exchange of a Trust Certificate (or any interest therein). (f) Any Trust Certificate surrendered for registration of transfer shall be canceled and subsequently destroyed by the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesOwner Trustee.

Registration of Transfer and Exchange of Trust Certificates. The Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of [“CNH Capital Receivables LLC” ”] as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Certificate Registrar shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any [ ] shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause its Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any Authenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the related Certificateholder thereof or his such Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 10 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust CertificatesCertificates as provided herein. The Owner Trustee shall be the “is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering the Trust Certificates and transfers and exchanges of the transfers of Trust Certificates as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar, the Depositor Servicer shall promptly appoint a another bank or trust company, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing having the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. aggregate principal amount. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided . (id) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of a Trust CertificatesCertificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported Certificate. (e) All Trust Certificates surrendered for registration of transfer shall be void ab initio, if such transfer would cause canceled and subsequently destroyed by the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Owner Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08 hereof, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Delaware Trustee shall provide for the registration of the Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Delaware Trustee shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08 hereof, the Delaware Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorDelaware Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08 hereof. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Delaware Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Delaware Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of the Trust Certificates, but the Delaware Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: by or with the assets of (a) an “employee benefit plan (plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA) that is ”), whether or not subject to the provisions of Title I of ERISAERISA (including, without limitation, foreign or government plans), (b) a plan “plan” described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), or (c) any an entity whose underlying assets include “plan assets assets” by reason of any of an employee benefit plan’s or other plan’s investment in the foregoing entity (each each, a “Benefit PlanPlan Investor”). By accepting and holding Each transferee of a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed required to have represented and warranted represent substantially in the form of the Representation Letter attached hereto as Exhibit B (i) that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or Plan Investor and is not a Certificateholder acquiring such Trust Certificate with the assets of a Benefit Plan Investor; and (ii) that if such Trust Certificate is or is not subsequently deemed to be a Benefit Plan. Notwithstanding any other provision of this Agreementplan asset, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, it will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner dispose of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such . Each Trust Certificate (or any beneficial interest therein), that would cause shall bear a legend referring to the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesrestrictions contained in this paragraph.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any [___________] shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause [_______________] as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof Holder or his such Holder's attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “"Certificate Register”") in which, subject to such reasonable regulations as it may prescribe, the Trust Issuer shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee Paying Agent shall be the “"Certificate Registrar” " for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, if the requirements of Section 8-401(a) of the UCC are met, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage authorized denominations of beneficial interest in the Trust transferred by such transferora like aggregate principal amount. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations, of a like aggregate principal amount, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Certificateholder Holder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State state laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s 's Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets by reason of any of a plan's investment in the foregoing entity (each a “"Benefit Plan”"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder Holder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any [___________] shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause [ ] as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof Holder or his such Holder's attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust CertificatesCertificates as provided herein. The Owner Trustee shall be the “is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering the Trust Certificates and transfers and exchanges of the transfers of Trust Certificates as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar, the Depositor Servicer shall promptly appoint a successor oranother bank or trust company, if it elects not to make such having an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered office or agency located in the name City of “CNH Capital Receivables LLC” Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as the initial registered owner thereof. successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any a Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing representing the same percentage of beneficial interest in the Trust as the Trust aggregate Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Interest. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. . (d) No transfer of a Trust Certificate shall be registered made unless the transferee shall have provided (i) if the transferee such transfer is made in a transaction which does not the Seller require registration or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required qualification under the Securities Act of 1933, as amended, 1933 or applicable State qualification under any state securities or “Blue Sky” laws, and (ii) if . Neither the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or nor the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any shall effect the registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if unless prior to such transfer would the Owner Trustee shall have received an Opinion of Counsel that (x) the transfer of such Trust Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or is exempt from the registration requirements of the Securities Act of 1933 and (y) such transfer will not cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as an association (or a partner in publicly traded partnership) taxable as a corporation for federal income tax purposes. Any transferee of a Trust Certificate must be either an Affiliate of the Trust if more than 50 percent Depositor or a Qualified Institutional Buyer. Prior to any resale, assignment or transfer of the value a Trust Certificate described in this Section 3.04, each prospective purchaser of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest a Trust Certificate shall have acknowledged, represented and agreed as follows: (direct or indirecti) in the Trust. No It (and any Person for which it holds Trust Certificates) has neither acquired nor will it transfer any Trust Certificate it purchases (or purported transferany interest therein) of a or cause any such Trust Certificate (or any beneficial interest therein), whether ) to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected marketed on or through (x) an “established securities market” within the meaning of Section 7704(a)(17704(b)(1) of the Code, including including, without limitation, an over-the-counter counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or quotations. (yii) It (and any Person for which it holds Trust Certificates, collectively for purposes of this Section 3.4(d), a “secondary market transferee”) either (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2A) of the Code is not, and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as become, a publicly traded partnership partnership, S corporation or grantor trust for U.S. federal income tax purposespurposes (or a disregarded entity of any of the foregoing) or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or, if the Owner Trustee has received an Opinion of Counsel in form and substance acceptable to the Trust Depositor that the proposed transfer to such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code, such other percentage as the Owner Trustee may establish prior to the time of such proposed transfer) of the value of such interests in the transferee to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that if it is acquiring any Trust Certificate for U.S. the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Trust Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate is held shall require the written consent of the Owner Trustee, which consent shall be granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (iv) It understands that no subsequent transfer of the Trust Certificates (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and the Trust Depositor a letter substantially in the form of Exhibit C hereto, or such other written statement as the Owner Trustee shall prescribe and (C) the Trust consents in writing to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of Trust Certificates in the aggregate to exceed 100 or otherwise cause the Trust to become a publicly traded partnership for income tax purposespurposes shall be a void transfer. Notwithstanding anything else to the contrary herein, any purported transfer of a Trust Certificate or an interest therein to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. The Owner Trustee shall not be obligated to register any transfer of a Trust Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (e) No service charge shall be made for any registration of transfer or exchange of a Trust Certificate, but the Owner Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer of a Trust Certificate. (f) All Trust Certificates surrendered for registration of transfer shall be canceled and subsequently destroyed by the Owner Trustee.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Eligible Lender Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Eligible Lender Trustee shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause First Chicago Trust Company of New York as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorEligible Lender Trustee or any authenticating agent. At the option of a Certificateholderholder of the Trust Certificates, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof holder of the Trust Certificates or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless , with such signature guaranteed by an "eligible guarantor institution" meeting the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate requirements of the Seller and Certificate Registrar, which requirements include membership or participation in Security Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amendedCertificate Registrar in addition to, or applicable State lawsin substitution for, and (ii) if STAMP, all in accordance with the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing AgreementExchange Act. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: by (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan an individual retirement account described in Section 4975(e)(1408(a) of the Code or (c) any entity whose underlying assets include plan assets by reason of any of a plan's investment in the foregoing entity (each each, a “"Benefit Plan”"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder holder of the Trust Certificates thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Bankers Trust Company shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause Bankers Trust Company as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like class and aggregate face amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless , with such signature guaranteed by an "eligible guarantor institution" meeting the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate requirements of the Seller and the transferor is not the Seller Certificate Registrar, which requirements include membership or an Affiliate of the Seller, an opinion of counsel that no registration is required under participation in the Securities Act of 1933, Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as amendedmay be determined by the Certificate Registrar in addition to, or applicable State lawsin substitution for, and (ii) if STAMP, all in accordance with the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing AgreementExchange Act. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Owner Trustee shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in of a like Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No In addition, each Certificate presented or surrendered for registration of transfer of and exchange must be accompanied by a Trust Certificate shall be registered unless representation letter from the transferee shall have provided Prospective Holder certifying as to the representations set forth in Section 3.11(a), (ib) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreementc). Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfers or exchanges of Certificates and any beneficial interest in such Trust Certificates may for a period of 15 days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be acquired by: (a) an employee benefit plan (responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as defined in Section 3(3) amended, the Securities Act of ERISA) 1934, as amended, applicable state securities law or the Investment Company Act of 1940; provided, however, that if a certificate is subject specifically required to be delivered to the provisions Owner Trustee by a purchaser or transferee of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinCertificate, the Certificateholder thereof Owner Trustee shall be deemed under a duty to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation examine the same to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision it conforms to the requirements of this Agreement, no transfer of a Trust Certificate or beneficial interest therein Agreement and shall be allowed, and any such purported transfer shall be void ab initio, promptly notify the party delivering the same if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is certificate does not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesso conform.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust CertificatesCertificates as provided herein. The Trustee shall be Trust Agent, as agent for the “Trust, is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering Trust Certificates and the transfers and exchanges of Trust Certificates as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Trust Agent notifies the Servicer that the Trust Agent is unable to act as Certificate Registrar, the Depositor Servicer shall promptly appoint a another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage authorized denominations of beneficial interest in the Trust transferred by such transferor. a like aggregate principal amount. (c) At the option of a CertificateholderHolder of a Trust Certificate, Trust Certificates may be exchanged for other Trust Certificates in authorized denominations of a like aggregate principal amount, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust of the Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchangedRegistrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver) the Trust Certificates that the Certificateholder Holder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee Trust Agent and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller In addition, each Residual Interest Instrument presented or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or and exchange shall must be canceled accompanied by a letter from the prospective Owner certifying as to the representations set forth in Section 3.14(a) and subsequently disposed of by the Trustee in accordance with its customary practice. (b). (d) No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or or, on its behalf, the Certificate Registrar Trust Agent, may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. (e) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Trust Certificates and any beneficial interest in such Agent shall dispose of cancelled Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to accordance with the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesnormal industry practice.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust CertificatesCertificates as provided herein. The Owner Trustee shall be the “is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering the Trust Certificates and transfers and exchanges of the transfers of Trust Certificates as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar, the Depositor Servicer shall promptly appoint a successor oranother bank or trust company, if it elects not to make such having an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered office or agency located in the name City of “CNH Capital Receivables LLC” Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as the initial registered owner thereof. successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any a Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing representing the same percentage of beneficial interest in the Trust as the Trust aggregate Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Interest. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. . (d) No transfer of a Trust Certificate shall be registered made unless the transferee shall have provided (i) if the transferee such transfer is made in a transaction which does not the Seller require registration or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required qualification under the Securities Act of 1933, as amended, 1933 or applicable State qualification under any state securities or “Blue Sky” laws, and (ii) if . Neither the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or nor the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any shall effect the registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if unless prior to such transfer would the Owner Trustee shall have received an Opinion of Counsel that (x) the transfer of such Trust Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or is exempt from the registration requirements of the Securities Act of 1933 and (y) such transfer will not cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as an association (or a partner in publicly traded partnership) taxable as a corporation for federal income tax purposes. Any transferee of a Trust Certificate must be either an Affiliate of the Trust if more than 50 percent Depositor or a Qualified Institutional Buyer. Prior to any resale, assignment or transfer of the value a Trust Certificate described in this Section 3.04, each prospective purchaser of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest a Trust Certificate shall have acknowledged, represented and agreed as follows: (direct or indirecti) in the Trust. No It (and any Person for which it holds Trust Certificates) has neither acquired nor will it transfer any Trust Certificate it purchases (or purported transferany interest therein) of a or cause any such Trust Certificate (or any beneficial interest therein), whether ) to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected marketed on or through (x) an “established securities market” within the meaning of Section 7704(a)(17704(b)(1) of the Code, including including, without limitation, an over-the-counter counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or quotations. (yii) It (and any Person for which it holds Trust Certificates, collectively for purposes of this Section 3.4(d), a “secondary market transferee”) either (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2A) of the Code is not, and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as become, a publicly traded partnership partnership, S corporation or grantor trust for U.S. federal income tax purposespurposes (or a disregarded entity of any of the foregoing) or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or, if the Owner Trustee has received an Opinion of Counsel in form and substance acceptable to the Trust Depositor that the proposed transfer to such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code, such other percentage as the Owner Trustee may establish prior to the time of such proposed transfer) of the value of such interests in the transferee to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that if it is acquiring any Trust Certificate for U.S. the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Trust Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate is held shall require the written consent of the Owner Trustee, which consent shall be granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (iv) It understands that no subsequent transfer of the Trust Certificates (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and the Trust Depositor a letter substantially in the form of Exhibit D hereto, or such other written statement as the Owner Trustee shall prescribe and (C) the Trust consents in writing to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of Trust Certificates in the aggregate to exceed 100 or otherwise cause the Trust to become a publicly traded partnership for income tax purposespurposes shall be a void transfer. Notwithstanding anything else to the contrary herein, any purported transfer of a Trust Certificate or an interest therein to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. The Owner Trustee shall not be obligated to register any transfer of a Trust Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (e) No service charge shall be made for any registration of transfer or exchange of a Trust Certificate, but the Owner Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer of a Trust Certificate. (f) All Trust Certificates surrendered for registration of transfer shall be canceled and subsequently destroyed by the Owner Trustee.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust CertificatesCertificates as provided herein. The Trustee shall be the “JP Morgan Chase Bank, 450 West 33rd Street, 15th Floor, New York, New ▇▇▇▇ ▇▇▇▇1, ▇▇▇ention: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇) ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ Trustee, is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering Trust Certificates and the transfers and exchanges of Trust Certificates as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Master Servicer that JP Morgan Chase Bank is unable to act as Certificate Registrar, the Depositor Ma▇▇▇▇ ▇▇▇▇icer shall promptly appoint a another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor or, if it elects not to make such an appointment, assume the duties of the Certificate RegistrarRegistrar hereunder. The initial Trust provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. a like Certificate Percentage Interest. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of a like Certificate Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust of the Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchangedRegistrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided . (id) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. . (e) The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) by or for the account of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an a beneficial interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Plan nor will it hold such Trust Certificate is or is not a beneficial interest therein for the account of a Benefit Plan. Notwithstanding any other provision Any person who is not an affiliate of this Agreement, no transfer the Seller and acquires more than 49.9% of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust Certificates will be deemed to have more than 100 partners represent that it is not a party in interest (within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), ERISA) or a disqualified person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(14975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no plan with respect to which it is a party in interest has or will acquire any interest in the Notes. (f) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered any agent of the Owner Trustee under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Trust Certificates in accordance with the normal industry practice. (g) As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Seller and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including including, without limitation, an over-the-counter counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for United States federal income tax purposes or (yB) a “secondary market is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the substantial equivalent thereof)” within transferor may establish prior to the meaning time of Section 7704(a)(2such proposed transfer) of the Code and any proposedvalue of such interests to be attributable to such transferee's ownership of Trust Certificates. (iii) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. The provisions of this Section generally are intended, temporary or final among other things, to prevent the Trust from being characterized as a "publicly traded partnership" within the miining of Section 7704 of the Code, in reliance on Treasury Regulations thereunder; and Sections 1.7704-1(e) and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposesh), and the Seller shall take such purchaser intent into account in determining whether or transferee will not take to consent to any action, including proposed transfer of any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificate.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Citibank, N.A. shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or the Trust shall cause Citibank, N.A., as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in of a like Certificate Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of a like aggregate Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee and the Certificate Registrar attached hereto duly executed by, by the related Certificateholder thereof or his such Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08 hereof, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Delaware Trustee shall provide for the registration of the Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Delaware Trustee shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08 hereof, the Delaware Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorDelaware Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08 hereof. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Delaware Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Delaware Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of the Trust Certificates, but the Delaware Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: by or with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is plans, retirement arrangements, individual retirement accounts or K▇▇▇▇ plans subject to the provisions of either Title I of ERISAthe Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Code; or (b) a plan described in Section 4975(e)(1entities (including insurance company general accounts) of the Code or (c) any entity whose underlying assets include plan assets of any by reason of the foregoing investment by any such plans, arrangements or accounts in such entities (each a “Benefit PlanPlan Investor”). By accepting and holding Each transferee of a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed required to have represented and warranted represent substantially in the form of the Representation Letter attached hereto as Exhibit B (i) that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or Plan Investor and is not a Certificateholder acquiring such Trust Certificate with the assets of a Benefit Plan Investor; and (ii) that if such Trust Certificate is or is not subsequently deemed to be a Benefit Plan. Notwithstanding any other provision of this Agreementplan asset, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, it will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner dispose of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such . Each Trust Certificate (or any beneficial interest therein), that would cause shall bear a legend referring to the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesrestrictions contained in this paragraph.

Registration of Transfer and Exchange of Trust Certificates. The Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee Paying Agent shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, if the requirements of Section 8-401(a) of the UCC are met, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate Officiate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust CertificatesCertificates as provided herein. The Trustee shall be Chase Manhattan Bank, 450 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇tention: Structured Finance Services (ABS) as agent for the “Owner Trustee, is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering Trust Certificates and the transfers and exchanges of Trust Certificates as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Master Servicer that The Chase Manhattan Bank is unable to act as Certificate Registrar, the Depositor Master Servicer shall promptly appoint a another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage authorized denominations of beneficial interest in the Trust transferred by such transferor. a like aggregate principal amount. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates in authorized denominations of a like aggregate principal amount, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust of the Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchangedRegistrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) the Trust Certificates that the Certificateholder Certificate-holder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided . (id) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. . (e) The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) by or for the account of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinCertificate, the Certificateholder Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Plan nor will it hold such Trust Certificate is or is not for the account of a Benefit Plan. Notwithstanding . (f) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered to the Company or any other provision agent of the Owner Trustee or the Company under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement, no transfer . The Owner Trustee shall dispose of a cancelled Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause Certificates in accordance with the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesnormal industry practice.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.9, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Eligible Lender Trustee shall provide for the registration of Trust Certificates and of transfers transfer and exchanges of Trust CertificatesCertificates as provided herein. The Eligible Lender Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.9, and compliance with the provisions set forth in Section 3.5, the Eligible Lender Trustee shall execute, authenticate and deliver, deliver in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorEligible Lender Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.9. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless , with such signature guaranteed by an entity acceptable to the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing AgreementEligible Lender Trustee. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may preceding provisions of this Section 3.4 notwithstanding, the Eligible Lender Trustee shall not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject required to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting make and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesDistribution Date.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Wilmington Trust Company shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause its Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any Authenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the related Certificateholder thereof or his such Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 10 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Certificate Registrar shall provide for the registration of Trust Certificates and and, subject to Section 3.10 hereof, of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, The Trustee shall be the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the initial Certificate Registrar. Promptly upon written request therefor from the Owner Trustee, the Certificate Registrar shall provide to the Owner Trustee in writing such information regarding or contained in the Certificate Register as the Owner Trustee may reasonably request. The initial Trust Certificate Owner Trustee shall be registered entitled to rely (and shall be fully protected in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. relying) on such information. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Certificate Registrar shall cause the Owner Trustee to execute on behalf of the Trust and the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorCertificate Registrar or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. 3.08. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the registered Certificateholder thereof or his such registered Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Trustee Certificate Registrar in accordance with its customary practice. . (d) No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Owner Trustee shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause ____________, ____________as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like class and aggregate face amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless , with such signature guaranteed by an "eligible guarantor institution" meeting the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate requirements of the Seller and the transferor is not the Seller Certificate Registrar, which requirements include membership or an Affiliate of the Seller, an opinion of counsel that no registration is required under participation in the Securities Act of 1933, Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as amendedmay be determined by the Certificate Registrar in addition to, or applicable State lawsin substitution for, and (ii) if STAMP, all in accordance with the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing AgreementExchange Act. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust CertificatesCertificates as provided herein. The Trustee shall be Trust Agent, as agent for the “Trust, is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering Trust Certificates and the transfers and exchanges of Trust Certificates as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Trust Agent notifies the Servicer that the Trust Agent is unable to act as Certificate Registrar, the Depositor Servicer shall promptly appoint a another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage authorized denominations of beneficial interest in the Trust transferred by such transferor. a like aggregate principal amount. (c) At the option of a CertificateholderHolder of a Trust Certificate, Trust Certificates may be exchanged for other Trust Certificates in authorized denominations of a like aggregate principal amount, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust of the Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchangedRegistrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver) the Trust Certificates that the Certificateholder Holder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee Trust Agent and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller In addition, each Residual Interest Instrument presented or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or and exchange shall must be canceled accompanied by a letter from the prospective Owner certifying as to the representations set forth in Section 3.14(a) and subsequently disposed of by the Trustee in accordance with its customary practice. (b). (d) No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or or, on its behalf, the Certificate Registrar Trust Agent, may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. (e) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Trust Certificates and any beneficial interest in such Agent shall dispose of canceled Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to accordance with the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesnormal industry practice.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Wilmington Trust Company shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause Citibank, N.A. as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in of a like Certificate Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of a like aggregate Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the related Certificateholder thereof or his such Certificateholder's attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any [ ] shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause its Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any Authenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the related Certificateholder thereof or his such Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Administrator shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of an Owner, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a Certificateholder, like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof Owner or his attorney duly authorized in writing. No In addition, each Residual Interest Instrument presented or surrendered for registration of transfer of and exchange must be accompanied by a Trust Certificate shall be registered unless letter from the transferee shall have provided (iProspective Owner certifying as to the representations set forth in Section 3.14(a) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreementb). Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, make and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfer or exchanges of Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Certificate Registrar shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate RegistrarCitibank, N.A. shall be the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the initial Certificate Registrar. The initial 6 (2017-B Amended and Restated Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Agreement) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause its Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any Authenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the related Certificateholder thereof or his such Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 10 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer or exchange of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person Person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such personPerson’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (Aa) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (Bb) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (Cc) such transfer will not cause the Trust to be classified as a an association (or publicly traded partnership partnership) taxable as a corporation for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a an association (or publicly traded partnership partnership) taxable as a corporation for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of the Trust Certificates Certificate and of transfers and exchanges of the Trust CertificatesCertificate as provided herein. The Owner Trustee shall be the “is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering the Trust Certificates Certificate and transfers and exchanges of the transfers of Trust Certificates Certificate as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar, the Depositor Servicer shall promptly appoint a successor oranother bank or trust company, if it elects not to make such having an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered office or agency located in the name City of “CNH Capital Receivables LLC” Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as the initial registered owner thereof. successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any the Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to execute, authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing representing the same percentage of beneficial interest in the Trust aggregate Certificate Interest as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. being surrendered. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. . (d) No transfer of a Trust Certificate shall be registered made unless the transferee shall have provided (i) if the transferee such transfer is made in a transaction which does not the Seller require registration or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required qualification under the Securities Act of 1933, as amended, 1933 or applicable State qualification under any state securities or “Blue Sky” laws, and (ii) if . Neither the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or nor the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any shall effect the registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate unless, prior to such transfer, the Owner Trustee shall have received an Opinion of Counsel that (x) the transfer of such Trust Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or beneficial interest therein shall be allowed, is exempt from the registration requirements of the Securities Act of 1933 and any such purported transfer shall be void ab initio, if (y) such transfer would will not cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as an association (or a partner in publicly traded partnership) taxable as a corporation for federal income tax purposes. Any transferee of a Trust Certificate must be either an Affiliate of the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable Depositor or a Qualified Institutional Buyer. Prior to the flow-through entity’s interest (direct any resale, assignment or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate described in this Section 3.04, each prospective purchaser of a Trust Certificate shall have acknowledged, represented and agreed as follows: (i) It (and any Person for which it holds the Trust Certificate (or any beneficial interest therein), whether to another Certificateholder ) neither has acquired nor will transfer any Trust Certificate it purchases (or to a person who is not a Certificateholder, shall be effective, and any interest therein) or cause any such transfer Trust Certificate (or purported transferany interest therein) shall to be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected marketed on or through (x) an “established securities market” within the meaning of Section 7704(a)(17704(b)(1) of the Code, including including, without limitation, an over-the-counter counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations quotations. (ii) It (and any Person for which it holds the Trust Certificate (or any interest therein), collectively for purposes of this Section 3.04(d), a “transferee”) either (A) is not, and will not become, a partnership, S corporation or grantor trust for U.S. federal income tax purposes (or a disregarded entity of any of the foregoing) or (yB) a “secondary market is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more of the value of such interests in the transferee to be attributable to such transferee’s ownership of the Trust Certificate (or any interest therein). (iii) It understands that if it is acquiring any Trust Certificate (or any interest therein) for the substantial equivalent thereof)” within account of one or more Persons, (A) it shall provide to the meaning Owner Trustee and the Trust Depositor information as to the number of Section 7704(a)(2such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate (or any interest therein) is held shall require the written consent of the Code Owner Trustee, which consent shall be granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state income tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (iv) It understands that no subsequent transfer of a Trust Certificate (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and any proposedthe Trust Depositor a certificate substantially in the form of Exhibit C hereto, temporary or final Treasury Regulations thereunder; and such other written statement as the Owner Trustee shall prescribe and (C) the Owner Trustee (on behalf of the Trust) consents in writing to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer will not would create a risk that the Trust would be classified for federal or any applicable state income tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of the Trust Certificate in the aggregate to exceed 100 or otherwise cause the Trust to be classified as become a publicly traded partnership for U.S. federal income tax purposespurposes shall be a void transfer. Notwithstanding anything else to the contrary herein, and such purchaser or transferee will not take any action, including any subsequent disposition purported transfer of such a Trust Certificate (or any beneficial interest therein) to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. The Owner Trustee shall not be obligated to register any transfer of a Trust Certificate (or any interest therein) unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (e) No service charge shall be made for any registration of transfer or exchange of a Trust Certificate (or any interest therein), but the Owner Trustee may require payment of a sum sufficient to cover any tax or governmental charge that would cause may be imposed in connection with any transfer or exchange of a Trust Certificate (or any interest therein). (f) Any Trust Certificate surrendered for registration of transfer shall be canceled and subsequently destroyed by the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesOwner Trustee.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any U.S. Bank Trust National Association shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause its Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any Authenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the related Certificateholder thereof or his such Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any _______________ shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorTrustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof Holder or his such Holder's attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Owner Trustee shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause [ ], as its authenticating agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like class and aggregate face amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless , with such signature guaranteed by an "eligible guarantor institution" meeting the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate requirements of the Seller and the transferor is not the Seller Certificate Registrar, which requirements include membership or an Affiliate of the Seller, an opinion of counsel that no registration is required under participation in the Securities Act of 1933, Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as amendedmay be determined by the Certificate Registrar in addition to, or applicable State lawsin substitution for, and (ii) if STAMP, all in accordance with the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing AgreementExchange Act. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Certificate Registrar shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, The Depositor hereby appoints the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” Indenture Trustee as the initial registered owner thereof. Certificate Registrar. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, accompanied by the certification appearing on the reverse of the form of the Certificate relating to Rule 144A, executed by the Holder of such Certificate, the Owner Trustee shall execute, authenticate and deliver, (or cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated Designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like class and aggregate face amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. . (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless , with such signature guaranteed by an "eligible guarantor institution" meeting the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate requirements of the Seller and the transferor is not the Seller Certificate Registrar, which requirements include membership or an Affiliate of the Seller, an opinion of counsel that no registration is required under participation in the Securities Act of 1933, Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as amendedmay be determined by the Certificate Registrar in addition to, or applicable State lawsin substitution for, and (ii) if STAMP, all in accordance with the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing AgreementExchange Act. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee Certificate Registrar in accordance with its customary practice. . (d) No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any [______________] shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause [_____________], as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in of a like Certificate Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of a like aggregate Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the related Certificateholder thereof or his such Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Certificate Registrar shall provide for the registration of Trust Certificates and and, subject to Section 3.10 hereof, of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, The Trustee shall be the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the initial Certificate Registrar. Promptly upon written request therefor from the Owner Trustee, the Certificate Registrar shall provide to the Owner Trustee in writing such information regarding or contained in the Certificate Register as the Owner Trustee may reasonably request. The initial Trust Certificate Owner Trustee shall be registered entitled to rely (and shall be fully protected in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. relying) on such information. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Certificate Registrar shall cause the Owner Trustee to execute on behalf of the Trust and the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorCertificate Registrar or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. 3.08. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer and accompanied by IRS Form ▇-▇ ▇▇▇, ▇-▇ ECI or W-9, as applicable, and such other documentation as may be required by the Owner Trustee in order to comply with Applicable Law, each in a form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the registered Certificateholder thereof or his such registered Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Trustee Certificate Registrar in accordance with its customary practice. . (d) No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust CertificatesCertificates as provided herein. The Trustee shall be the “JP Morgan Chase Bank, 450 West 33rd Street, 15th Floor, New York, New ▇▇▇▇ ▇▇▇▇1, ▇▇▇ention: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇) ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ Trustee, is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering Trust Certificates and the transfers and exchanges of Trust Certificates as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Master Servicer that JP Morgan Chase Bank is unable to act as Certificate Registrar, the Depositor Ma▇▇▇▇ ▇▇▇▇icer shall promptly appoint a another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor or, if it elects not to make such an appointment, assume the duties of the Certificate RegistrarRegistrar hereunder. The initial Trust provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. a like Certificate Percentage Interest. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of a like Certificate Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust of the Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchangedRegistrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided . (id) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. . (e) The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) by or for the account of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an a beneficial interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Plan nor will it hold such Trust Certificate is or is not a beneficial interest therein for the account of a Benefit Plan. Notwithstanding any other provision Any person who is not an affiliate of this Agreement, no transfer the Seller and acquires more than 49.9% of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust Certificates will be deemed to have more than 100 partners represent that it is not a party in interest (within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), ERISA) or a disqualified person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(14975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no plan with respect to which it is a party in interest has or will acquire any interest in the Notes. (f) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered any agent of the Owner Trustee under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Trust Certificates in accordance with the normal industry practice. (g) As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Seller and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including including, without limitation, an over-the-counter counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (yB) a “secondary market is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the substantial equivalent thereof)” Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee's ownership of Trust Certificates. (iii) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. The provisions of this Section generally are intended, among other things, to prevent the Trust from being characterized as a "publicly traded partnership" within the meaning of Section 7704(a)(2) 7704 of the Code and any proposedCode, temporary or final in reliance on Treasury Regulations thereunder; and Section 1.7704-1(e) and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposesh), and the Seller shall take such purchaser intent into account in determining whether or transferee will not take to consent to any action, including proposed transfer of any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificate.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08 hereof, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Delaware Trustee shall provide for the registration of the Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Delaware Trustee shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08 hereof, the Delaware Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorDelaware Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08 hereof. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Delaware Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Delaware Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of the Trust Certificates, but the Delaware Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: by or with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is plans, retirement arrangements, individual retirement accounts or ▇▇▇▇▇ plans subject to the provisions of either Title I of ERISAthe Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Code; or (b) a plan described in Section 4975(e)(1entities (including insurance company general accounts) of the Code or (c) any entity whose underlying assets include plan assets of any by reason of the foregoing investment by any such plans, arrangements or accounts in such entities (each a “"Benefit Plan”Plan Investor"). By accepting and holding Each transferee of a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed required to have represented and warranted represent substantially in the form of the Representation Letter attached hereto as Exhibit B (i) that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or Plan Investor and is not a Certificateholder acquiring such Trust Certificate with the assets of a Benefit Plan Investor; and (ii) that if such Trust Certificate is or is not subsequently deemed to be a Benefit Plan. Notwithstanding any other provision of this Agreementplan asset, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, it will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner dispose of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such . Each Trust Certificate (or any beneficial interest therein), that would cause shall bear a legend referring to the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesrestrictions contained in this paragraph.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any ___________________________ shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause __________________________ as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof Holder or his such Holder's attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any [___] shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or the Trust shall cause [___], as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in of a like Certificate Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of a like aggregate Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee and the Certificate Registrar attached hereto duly executed by, by the related Certificateholder thereof or his such Certificateholder’s attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of fifteen (15) days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any ____ shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, and, upon satisfaction of the conditions set forth below, the Owner Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like class and aggregate face amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless , with such signature guaranteed by an "eligible guarantor institution" meeting the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate requirements of the Seller and the transferor is not the Seller Certificate Registrar, which requirements include membership or an Affiliate of the Seller, an opinion of counsel that no registration is required under participation in the Securities Act of 1933, Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as amendedmay be determined by the Certificate Registrar in addition to, or applicable State lawsin substitution for, and (ii) if STAMP, all in accordance with the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing AgreementExchange Act. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may may, but shall not be obligated to, require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Owner Trustee shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in of a like Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No In addition, each Certificate presented or surrendered for registration of transfer of and exchange must be accompanied by a Trust Certificate shall be registered unless letter from the transferee shall have provided Prospective Holder certifying as to the representations set forth in Section 3.11(a), (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State lawsb), and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreementc). Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, make and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfer or any exchanges of Certificates for a period of 15 days preceding the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing Payment Date with respect to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust CertificatesCertificates as provided herein. The Trustee shall be JPMorgan Chase Bank at ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, Attention: Structured Finance Services (ABS), as agent for the “Owner Trustee, is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering Trust Certificates and the transfers and exchanges of Trust Certificates as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Master Servicer that JPMorgan Chase Bank is unable to act as Certificate Registrar, the Depositor Master Servicer shall promptly appoint a another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor or, if it elects not to make such an appointment, assume the duties of the Certificate RegistrarRegistrar hereunder. The initial Trust provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any Certificate shall be registered in the name of “CNH Capital Receivables LLC” Registrar hereunder, as the initial registered owner thereof. though named therein. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. a like Certificate Percentage Interest. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of a like Certificate Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust of the Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchangedRegistrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided . (id) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. . (e) The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) by or for the account of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an a beneficial interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Plan nor will it hold such Trust Certificate is or is not a beneficial interest therein for the account of a Benefit Plan. Notwithstanding any other provision Any Person who is not an affiliate of this Agreement, no transfer the Seller and acquires more than 49.9% of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust Certificates will be deemed to have more than 100 partners represent that it is not a party in interest (within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), ERISA) or a disqualified person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(14975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no plan with respect to which it is a party in interest has or will acquire any interest in the Notes. (f) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered any agent of the Owner Trustee under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Trust Certificates in accordance with the normal industry practice. (g) As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Seller and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including without limitation, an over-the-counter counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for United States federal income tax purposes or (yB) a “secondary market is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the substantial equivalent thereof)” transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee's ownership of Trust Certificates. (iii) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. The provisions of this Section generally are intended, among other things, to prevent the Trust from being characterized as a "publicly traded partnership" within the meaning of Section 7704(a)(2) 7704 of the Code and any proposedCode, temporary or final in reliance on Treasury Regulations thereunder; and Sections 1.7704-1(e) and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposesh), and the Seller shall take such purchaser intent into account in determining whether or transferee will not take to consent to any action, including proposed transfer of any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificate.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust CertificatesCertificates as provided herein. The Owner Trustee shall be the “is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering the Trust Certificates and transfers and exchanges of the transfers of Trust Certificates as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar, the Depositor Servicer shall promptly appoint a successor oranother bank or trust company, if it elects not to make such having an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered office or agency located in the name City of “CNH Capital Receivables LLC” Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as the initial registered owner thereof. successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any a Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing representing the same percentage of beneficial interest in the Trust as the Trust aggregate Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Interest. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. . (d) No transfer of a Trust Certificate shall be registered made unless the transferee shall have provided (i) if the transferee such transfer is made in a transaction which does not the Seller require registration or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required qualification under the Securities Act of 1933, as amended, 1933 or applicable State qualification under any state securities or “Blue Sky” laws, and (ii) if . Neither the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or nor the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any shall effect the registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if unless prior to such transfer would the Owner Trustee shall have received an Opinion of Counsel that (x) the transfer of such Trust Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or is exempt from the registration requirements of the Securities Act of 1933 and (y) such transfer will not cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as an association (or a partner in publicly traded partnership) taxable as a corporation for federal income tax purposes. Any transferee of a Trust Certificate must be either an Affiliate of the Trust if more than 50 percent Depositor or a Qualified Institutional Buyer. Prior to any resale, assignment or transfer of the value a Trust Certificate described in this Section 3.04, each prospective purchaser of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest a Trust Certificate shall have acknowledged, represented and agreed as follows: (direct or indirecti) in the Trust. No It (and any Person for which it holds Trust Certificates) has neither acquired nor will it transfer any Trust Certificate it purchases (or purported transferany interest therein) of a or cause any such Trust Certificate (or any beneficial interest therein), whether ) to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected marketed on or through (x) an “established securities market” within the meaning of Section 7704(a)(17704(b)(1) of the Code, including including, without limitation, an over-the-counter counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or quotations. (yii) It (and any Person for which it holds Trust Certificates, collectively for purposes of this Section 3.4(d), a “secondary market transferee”) either (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2A) of the Code is not, and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as become, a publicly traded partnership partnership, S corporation or grantor trust for U.S. federal income tax purposespurposes (or a disregarded entity of any of the foregoing) or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or, if the Owner Trustee has received an Opinion of Counsel in form and substance acceptable to the Trust Depositor that the proposed transfer to such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code, such other percentage as the Owner Trustee may establish prior to the time of such proposed transfer) of the value of such interests in the transferee to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that if it is acquiring any Trust Certificate for U.S. the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Trust Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate is held shall require the written consent of the Owner Trustee, which consent shall be granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (iv) It understands that no subsequent transfer of the Trust Certificates (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and the Trust Depositor a letter substantially in the form of Exhibit C hereto, or such other written statement as the Owner Trustee shall prescribe and (C) the Trust consents in writing to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer would either create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of Trust Certificates in the aggregate to exceed 100 or otherwise cause the Trust to become a publicly traded partnership for income tax purposespurposes shall be a void transfer. Notwithstanding anything else to the contrary herein, any purported transfer of a Trust Certificate or an interest therein to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. The Owner Trustee shall not be obligated to register any transfer of a Trust Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (e) No service charge shall be made for any registration of transfer or exchange of a Trust Certificate, but the Owner Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer of a Trust Certificate. (f) All Trust Certificates surrendered for registration of transfer shall be canceled and subsequently destroyed by the Owner Trustee.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust CertificatesCertificates as provided herein. The Owner Trustee shall be the “is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering the Trust Certificates and transfers and exchanges of the transfers of Trust Certificates as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar, the Depositor Servicer shall promptly appoint a successor oranother bank or trust company, if it elects not to make such having an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered office or agency located in the name City of “CNH Capital Receivables LLC” Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as the initial registered owner thereof. successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any a Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to execute, authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing representing the same percentage of beneficial interest in the Trust aggregate Certificate Interest as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. being surrendered. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. . (d) No transfer of a Trust Certificate shall be registered made unless the transferee shall have provided (i) if the transferee such transfer is made in a transaction which does not the Seller require registration or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required qualification under the Securities Act of 1933, as amended, 1933 or applicable State qualification under any state securities or “Blue Sky” laws, and (ii) if . Neither the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or nor the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any shall effect the registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if unless prior to such transfer would the Owner Trustee shall have received an Opinion of Counsel that (x) the transfer of such Trust Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or is exempt from the registration requirements of the Securities Act of 1933 and (y) such transfer will not cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as an association (or a partner in publicly traded partnership) taxable as a corporation for federal income tax purposes. Any transferee of a Trust Certificate must be either an Affiliate of the Trust if more than 50 percent Depositor or a Qualified Institutional Buyer. Prior to any resale, assignment or transfer of the value a Trust Certificate described in this Section 3.04, each prospective purchaser of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest a Trust Certificate shall have acknowledged, represented and agreed as follows: (direct or indirecti) in the Trust. No transfer It (and any Person for which it holds Trust Certificates (or purported transferany interest therein)) of a neither has acquired nor will transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificate (or any beneficial interest therein), whether ) to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected marketed on or through (x) an “established securities market” within the meaning of Section 7704(a)(17704(b)(1) of the Code, including including, without limitation, an over-the-counter counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations quotations. (ii) It (and any Person for which it holds Trust Certificates (or any interest therein), collectively for purposes of this Section 3.04(d), a “transferee”) either (A) is not, and will not become, a partnership, S corporation or grantor trust for U.S. federal income tax purposes (or a disregarded entity of any of the foregoing) or (yB) a “secondary market is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more of the value of such interests in the transferee to be attributable to such transferee’s ownership of Trust Certificates (or any interest therein). (iii) It understands that if it is acquiring any Trust Certificate (or any interest therein) for the substantial equivalent thereof)” within account of one or more Persons, (A) it shall provide to the meaning Owner Trustee and the Trust Depositor information as to the number of Section 7704(a)(2such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate (or any interest therein) is held shall require the written consent of the Code Owner Trustee, which consent shall be granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state income tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (iv) It understands that no subsequent transfer of any Trust Certificate (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and any proposedthe Trust Depositor a certificate substantially in the form of Exhibit [D] hereto, temporary or final Treasury Regulations thereunder; and such other written statement as the Owner Trustee shall prescribe, and (C) the Owner Trustee (on behalf of the Trust) consents in writing to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer will not would create a risk that the Trust would be classified for federal or any applicable state income tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of the Trust Certificates in the aggregate to exceed 100 or otherwise cause the Trust to be classified as become a publicly traded partnership for U.S. federal income tax purposespurposes shall be a void transfer. Notwithstanding anything else to the contrary herein, and such purchaser or transferee will not take any action, including any subsequent disposition purported transfer of such a Trust Certificate (or any beneficial interest therein) to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. The Owner Trustee shall not be obligated to register any transfer of a Trust Certificate (or any interest therein) unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (e) No service charge shall be made for any registration of transfer or exchange of a Trust Certificate (or any interest therein), but the Owner Trustee may require payment of a sum sufficient to cover any tax or governmental charge that would cause may be imposed in connection with any transfer or exchange of a Trust Certificate (or any interest therein). (f) Any Trust Certificate surrendered for registration of transfer shall be canceled and subsequently destroyed by the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesOwner Trustee.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Owner Trustee shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause ____________, as its authenticating agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like class and aggregate face amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless , with such signature guaranteed by an "eligible guarantor institution" meeting the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate requirements of the Seller and the transferor is not the Seller Certificate Registrar, which requirements include membership or an Affiliate of the Seller, an opinion of counsel that no registration is required under participation in the Securities Act of 1933, Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as amendedmay be determined by the Certificate Registrar in addition to, or applicable State lawsin substitution for, and (ii) if STAMP, all in accordance with the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing AgreementExchange Act. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any [CERTIFICATE REGISTRAR] shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause [AUTHENTICATING AGENT] as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the related Certificateholder thereof or his such Certificateholder's attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring the Trust Certificate for its own account all other rights and is the sole beneficial owner of such Trust Certificate; (B) remedies with respect to the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, 3.8 a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Administrator shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of an Owner, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a Certificateholder, like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof Owner or his attorney duly authorized in writing. No In addition, each Residual Interest Certificate presented or surrendered for registration of transfer of and exchange must be accompanied by a Trust Certificate shall be registered unless letter from the transferee shall have provided (iProspective Owner certifying as to the representations set forth in Sections 3.10(a) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreementb). Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, make and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfer or exchanges of Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and and, subject to Section 3.10 hereof, of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Owner Trustee shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged3.08. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee shall executeexecute on behalf of the Trust, authenticate and deliver the one or more new Trust Certificates that dated the date of authentication by the Owner Trustee or any authenticating agent to the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his such Certificateholder's attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Administrator shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of an Owner, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a Certificateholder, like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof Owner or his attorney duly authorized in writing. No In addition, each Residual Interest Interest presented or surrendered for registration of transfer of and exchange must be accompanied by a Trust Certificate shall be registered unless letter from the transferee shall have provided (iProspective Owner certifying as to the representations set forth in Section 3.14(a) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreementb). Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, make and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfer or exchanges of Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Certificate Registrar shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Owner Trustee shall be the initial "Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof". Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Trustee Owner Trustee, at the written direction of the Depositor, and upon the prior written consent of the Note Purchaser, as provided in Section 3.09(f), shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in of a like Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory attached to the Trustee and the form of Certificate Registrar attached hereto as Exhibit A duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No In addition, each Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a representation letter (an "Investment Letter") from the Prospective Holder, in the form of a Trust Certificate shall be registered unless Exhibit C hereto, certifying as to the transferee shall have provided representations set forth in Section 3.09(a), (ib) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreementc). Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee Certificate Registrar in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee3.04 notwithstanding, the Certificate Registrar shall not register transfers or any exchanges of Certificates for a period of fifteen (15) days preceding the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing Payment Date with respect to the Trust that: (A) it is acquiring Certificates. Notwithstanding anything contained herein to the Trust contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for its own account and is ascertaining whether any transfer complies with the sole beneficial owner registration provisions or exemptions from the Securities Act of such Trust Certificate; (B) 1933, as amended, the transfer is not being effected on or through (x) an “established Securities Act of 1934, as amended, applicable state securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (law or the substantial equivalent thereof)” within the meaning Investment Company Act of Section 7704(a)(2) of the Code and any proposed1940, temporary or final Treasury Regulations thereunderas amended; and (C) such transfer will not cause the Trust provided, however, that if an Investment Letter is specifically required to be classified as delivered to the Owner Trustee by a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesso conform.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Wilmington Trust Company shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, N.A. as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in of a like Certificate Percentage Interest dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of a like aggregate Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the related Certificateholder thereof or his such Certificateholder's attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the preceding provisions of Title I of ERISA, (b) a plan described in this Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinnotwithstanding, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowedmake, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the Trust that: Certificates. The provisions of this Section are exclusive and shall preclude (Ato the extent lawful) it is acquiring all other rights and remedies with respect to the transfer of the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Eligible Lender Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Eligible Lender Trustee shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like aggregate amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorEligible Lender Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange3.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless , with such signature guaranteed by an "eligible guarantor institution" meeting the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate requirements of the Seller and Certificate Registrar, which requirements include membership or participation in Security Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amendedCertificate Registrar in addition to, or applicable State lawsin substitution for, and (ii) if STAMP, all in accordance with the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing AgreementExchange Act. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: by or with the assets of (a) an employee benefit plan plans (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan plans described in Section 4975(e)(1) of the Code or Code, including individual retirement accounts and ▇▇▇▇▇ Plans, (c) governmental plans (as defined in Section 3(32) of ERISA) subject to any entity federal, state, or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code, and (d) entities whose underlying assets include plan assets (as defined in U.S. Department of any Labor Regulation ss. 2510.3-101) by reason of the foregoing plan investment in such entities (each of (a), (b), (c) and (d), a “"Benefit Plan”Plan Investor"). By accepting Each transferee of a Definitive Certificate shall be required to represent, and holding each transferee of a Trust beneficial interest in a Book-Entry Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted represent, (a) that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or Plan Investor and is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a acquiring such Trust Certificate or beneficial interest therein shall be allowed, with the assets of a Benefit Plan Investor and any such purported transfer shall be void ab initio, (b) that if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust subsequently deemed to be classified as a publicly traded partnership for U.S. federal income tax purposesplan asset, and such purchaser or transferee it will not take any action, including any subsequent disposition dispose of such Trust Certificate (or any beneficial interest therein), that would cause interest. Each Trust Certificate shall bear a legend referring to the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesrestrictions contained in this paragraph.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, 3.7 a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The Owner Trustee shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.7, the Owner Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing Certificate with the same Preferred Percentage Interest or Residual Percentage Interest, as applicable, dated the date of authentication by the Owner Trustee or any authenticating agent provided that prior to any such execution, authentication and delivery in connection with a transfer, other than a transfer of all the transferee’s beneficial interest in 's Preferred Percentage Interest or Residual Percentage Interest to a single Affiliate of the transferee, the Owner Trustee shall have received an opinion of counsel, which shall be an expense of the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in effect that the proposed transfer will not cause the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at characterized as an association, corporation, partnership, trust or any other entity separate from the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged Owner Trustee for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchangetax purposes. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof Owner or his attorney duly authorized in writing. No transfer of a In addition, each Trust Certificate shall presented or surrendered for registration of transfer and exchange must be registered unless accompanied by a letter from the transferee shall have provided (iProspective Owner certifying as to the representations set forth in Sections 3.8(a) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreementb). Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Bankers Trust Company shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, and upon satisfaction of the conditions set forth below, the Owner Trustee shall execute, authenticate and deliver (or shall cause Bankers Trust Company as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in of a like Ownership Percentage dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of a like Ownership Percentage aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by (i) in the case of a transfer of a Certificate, an executed Investment Letter referred to in Section 3.10 or an opinion of consent (furnished at the cost of the transferee or transferor) satisfactory to the Owner Trustee to the effect that the transfer of such Certificate is exempt from the registration requirements of the Securities Act and would not result in adverse tax consequences to the Trust, the Noteholders or the Certificateholders and (ii) a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless , with such signature guaranteed by an "eligible guarantor institution" meeting the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate requirements of the Seller and the transferor is not the Seller Certificate Registrar, which requirements include membership or an Affiliate of the Seller, an opinion of counsel that no registration is required under participation in the Securities Act of 1933, Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as amendedmay be determined by the Certificate Registrar in addition to, or applicable State lawsin substitution for, and (ii) if STAMP, all in accordance with the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing AgreementExchange Act. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may but shall not be obligated to require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of [“CNH Capital Receivables LLC” ”] as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferor. At the option of a Certificateholder, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust CertificatesCertificates as provided herein. The Trustee shall be Trust Agent, as agent for the “Trust, is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering Trust Certificates and the transfers and exchanges of Trust Certificates as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Trust Agent notifies the Administrator that the Trust Agent is unable to act as Certificate Registrar, the Depositor Administrator shall promptly appoint a another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage authorized denominations of beneficial interest in the Trust transferred by such transferor. a like aggregate principal amount. (c) At the option of a CertificateholderHolder of a Trust Certificate, Trust Certificates may be exchanged for other Trust Certificates in authorized denominations of a like aggregate principal amount, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust of the Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchangedRegistrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver) the Trust Certificates that the Certificateholder Holder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee Trust Agent and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller In addition, each Residual Interest Instrument presented or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or and exchange shall must be canceled accompanied by a letter from the prospective Owner certifying as to the representations set forth in Section 3.14(a) and subsequently disposed of by the Trustee in accordance with its customary practice. (b). (d) No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or or, on its behalf, the Certificate Registrar Trust Agent, may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. (e) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Trust Certificates and any beneficial interest in such Agent shall dispose of canceled Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to accordance with the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesnormal industry practice.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Certificate Registrar shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, The Depositor hereby appoints the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” Indenture Trustee as the initial registered owner thereof. Certificate Registrar. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, accompanied by the certification appearing on the reverse of the form of the Certificate relating to Rule 144A, executed by the Holder of such Certificate, the Owner Trustee shall execute, authenticate and deliver, (or cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of alike class and aggregate face amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of alike aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. . (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless , with such signature guaranteed by an "eligible guarantor institution" meeting the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate requirements of the Seller and the transferor is not the Seller Certificate Registrar, which requirements include membership or an Affiliate of the Seller, an opinion of counsel that no registration is required under participation in the Securities Act of 1933, Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as amendedmay be determined by the Certificate Registrar in addition to, or applicable State lawsin substitution for, and (ii) if STAMP, all in accordance with the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing AgreementExchange Act. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee Certificate Registrar in accordance with its customary practice. . (d) No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Bankers Trust Company shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, and upon satisfaction of the conditions set forth below, the Owner Trustee shall execute, authenticate and deliver (or shall cause Bankers Trust Company as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in of a like Ownership Percentage dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of a like Ownership Percentage aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by (i) in the case of a transfer of a Certificate, an executed Investment Letter referred to in Section 3.10 or an opinion of counsel (furnished at the cost of the transferee or transferor) satisfactory to the Owner Trustee to the effect that the transfer of such Certificate is exempt from the registration requirements of the Securities Act and would not result in adverse tax consequences to the Trust, the Noteholders or the Certificateholders and (ii) a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless , with such signature guaranteed by an "eligible guarantor institution" meeting the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate requirements of the Seller and the transferor is not the Seller Certificate Registrar, which requirements include membership or an Affiliate of the Seller, an opinion of counsel that no registration is required under participation in the Securities Act of 1933, Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as amendedmay be determined by the Certificate Registrar in addition to, or applicable State lawsin substitution for, and (ii) if STAMP, all in accordance with the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing AgreementExchange Act. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may but shall not be obligated to require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Trust Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any The [ ] shall be the initial Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial registered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, and, upon satisfaction of the conditions set forth below, the Owner Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations of a like class and aggregate face amount dated the Trust, which Trust Certificates will be issued in amounts equal, in date of authentication by the aggregate, to the percentage of beneficial interest in the Trust transferred by such transferorOwner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless , with such signature guaranteed by an "eligible guarantor institution" meeting the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate requirements of the Seller and the transferor is not the Seller Certificate Registrar, which requirements include membership or an Affiliate of the Seller, an opinion of counsel that no registration is required under participation in the Securities Act of 1933, Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as amendedmay be determined by the Certificate Registrar in addition to, or applicable State lawsin substitution for, and (ii) if STAMP, all in accordance with the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing AgreementExchange Act. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may may, but shall not be obligated to, require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Notwithstanding the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an interest thereinforegoing, the Certificateholder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Trust Certificate or beneficial interest therein shall be allowed, make and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Trustee, the Certificate Registrar shall not register, transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing payment with respect to the any Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesCertificates.

Registration of Transfer and Exchange of Trust Certificates. (a) The Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust . The Certificate Register shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust CertificatesCertificates as provided herein. The Owner Trustee shall be the “is hereby initially appointed Certificate Registrar” Registrar for the purpose of registering Trust Certificates and the transfers and exchanges of Trust Certificates as herein provided. Upon any resignation of any In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar, the Depositor Servicer shall promptly appoint a successor oranother bank or trust company, if it elects not to make such having an appointment, assume the duties of the Certificate Registrar. The initial Trust Certificate shall be registered office or agency located in the name City of “CNH Capital Receivables LLC” Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as the initial registered owner thereof. successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage authorized denominations of beneficial interest in the Trust transferred by such transferor. a like aggregate principal amount. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates in authorized denominations of a like aggregate principal amount, upon surrender of the Trust Certificates to be exchanged at the any such office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchangedagency. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, by the Certificateholder Holder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided . (id) if the transferee is not the Seller or an Affiliate of the Seller and the transferor is not the Seller or an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. (e) All Trust Certificates surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Owner Trustee. (f) The Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Certificate shall be made unless (i) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) (A) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws and (B) the Certificate Registrar either (x) is notified by such transferee that such Certificate shall be registered in the name of the Clearing Agency or its nominee and shall be held by such transferee in book-entry form through the Clearing Agency or (y) receives written certification from such Holder and such Holder's prospective transferee, substantially in the form of Exhibits C and D, setting forth the basis of the exemption from such registration requirements. The Trust Depositor and the Servicer hereby agree to provide to any Holder of a Certificate and any prospective transferee designated by any such Holder information regarding the Certificates and the Contracts and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any beneficial interest in such Trust Certificates may not be acquired by: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject Certificate without registration thereof under the Securities Act pursuant to the provisions registration exemption provided by Rule 144A. Each Holder of Title I a Certificate desiring to effect such a transfer shall, and does by its acceptance of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a Trust Certificate or an of a beneficial interest therein, agree to indemnify the Certificateholder thereof Trust Depositor, the Trustee and the Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. If an election is made to hold a Certificate in book-entry form, the Certificate shall be deemed registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to have represented denominations with other Certificates held by the Clearing Agency). With respect to Certificates held in book-entry form: (i) the Certificate Registrar and warranted that it is not a Benefit Plan. The the Owner Trustee will be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement (including the payment of principal of and interest on the Certificates and the giving of instructions or directions hereunder) as the sole holder of the Certificates, and shall have no obligation to determine whether the Certificate Owners; (ii) the rights of Certificate Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants pursuant to the Certificate Depository Agreement; (iii) whenever this Trust Agreement requires or not permits actions to be taken based upon instructions or directions of Holders of Certificates evidencing a Certificateholder specified percentage of a Trust the Outstanding Amount of the Certificates, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate is Owners and/or Clearing Agency Participants owning or is not a Benefit Plan. Notwithstanding any other provision representing, respectively, such required percentage of this Agreement, no transfer of a Trust Certificate or the beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of Certificates and has delivered such person’s interest in the flow-through entity is attributable instructions to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Owner Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust that: (A) it is acquiring the Trust Certificate for its own account and is the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (Civ) without the consent of the Issuer and the Owner Trustee, no such Certificate may be transferred by the Depository except to a successor Depository that agrees to hold such Certificate for the account of the Owners or except upon the election of the Owner thereof or a subsequent transferee to hold such Certificate in physical form. Neither the Owner Trustee nor the Certificate Registrar shall have any responsibility to monitor or restrict the transfer will not of beneficial ownership in any Certificate an interest in which is transferable through the facilities of the Depository. The Issuer shall cause each Certificate to contain a legend stating that transfer of the Trust Certificates is subject to be classified as a publicly traded partnership for U.S. federal income tax purposes, certain restrictions and referring prospective purchasers of the Certificates to this Section 2.04 with respect to such purchaser or transferee will not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust to be treated as a publicly traded partnership for U.S. federal income tax purposesrestrictions.