UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 19, 2024
John Deere Owner Trust 2024
(Exact name of the Issuing Entity as specified in its charter)
(Central Index Key Number: 002013096)
John Deere Receivables LLC
(Exact name of the Depositor as specified in its charter)
(Central Index Key Number: 0001762590)
John Deere Capital Corporation
(Exact name of the Sponsor as specified in its charter)
(Central Index Key Number: 0000027673)
State of Delaware |
| 333-264978-06 |
| 363837230 | ||
(State or other jurisdiction of incorporation) |
| (Commission |
| (IRS Employer | ||
c/o John Deere Capital Corporation P.O. Box 5328 Madison, Wisconsin |
| 53705-0328 | ||||
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code (800) 438-7394
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
---|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On March 19, 2024, John Deere Owner Trust 2024 issued $341,500,000 of its Class A-1 Asset Backed Notes, $300,000,000 of its Class A-2A Asset Backed Notes, $155,250,000 of its Class A-2B Asset Backed Notes, $455,250,000 of its Class A-3 Asset Backed Notes and $98,580,000 of its Class A-4 Asset Backed Notes pursuant to the registration statement filed by John Deere Receivables LLC (“JDRL”) with the Securities and Exchange Commission on Form SF-3 (File No. 333- 264978) on October 6, 2022, as amended by pre-effective amendment No. 1 thereto filed by JDRL on June 29, 2022). In that connection, as described in the Prospectus dated March 11, 2024, which was filed with the Securities and Exchange Commission pursuant to its Rule 424(b)(5) on March 13, 2024, the Registrant is filing the final forms of the agreements listed below under exhibits.
Item 9.01. Financial Statements and Exhibits.
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits: |
Exhibit No. | | Description |
| | |
| ||
| | |
99.1 |
| |
| | |
99.2 |
| |
| | |
99.3 |
| |
| | |
99.4 |
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JOHN DEERE RECEIVABLES LLC (Depositor)
By: /s/ Larry J. Gant
Name: Larry J. Gant
Title: Assistant Secretary and
Assistant Treasurer
Date: March 19, 2024
Exhibit 4.1
JOHN DEERE OWNER TRUST 2024
Class A-1 5.521% Asset Backed Notes
Class A-2A 5.19% Asset Backed Notes
Class A-2B Floating Rate Asset Backed Notes
Class A-3 4.96% Asset Backed Notes
Class A-4 4.91% Asset Backed Notes
INDENTURE
Dated as of March 19, 2024
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
Indenture Trustee
Table of Contents
Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
ARTICLE II
THE NOTES
i
ARTICLE III
COVENANTS
ii
ARTICLE IV
SATISFACTION AND DISCHARGE
ARTICLE V
REMEDIES
iii
ARTICLE VI
THE INDENTURE TRUSTEE
ARTICLE VII
NOTEHOLDERS’ LISTS AND REPORTS
ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES
iv
ARTICLE IX
SUPPLEMENTAL INDENTURES
ARTICLE X
REDEMPTION OF NOTES
ARTICLE XI
MISCELLANEOUS
v
ARTICLE XII
ASSET REPRESENTATIONS REVIEW
vi
EXHIBITS
Testimonium, Signatures and Seals Acknowledgments
Exhibit ASchedule of Receivables
Exhibit BForm of Sale and Servicing Agreement
Exhibit CForm of Depository Agreement
Exhibit DForm of Class A-1 Note
Exhibit EForm of Class A-2A Note
Exhibit FForm of Class A-2B Note
Exhibit GForm of Class A-3 Note
Exhibit HForm of Class A-4 Note
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INDENTURE dated as of March 19, 2024, between JOHN DEERE OWNER TRUST 2024, a Delaware statutory trust (the “Issuing Entity”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, solely as trustee and not in its individual capacity (the “Indenture Trustee”).
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuing Entity’s Class A-1 5.521% Asset Backed Notes (the “Class A-1 Notes”), Class A-2A 5.19% Asset Backed Notes (the “Class A-2A Notes”), Class A-2B Floating Rate Asset Backed Notes (the “Class A-2B Notes” and together with the Class A-2A Notes, the “Class A-2 Notes”), Class A-3 4.96% Asset Backed Notes (the “Class A-3 Notes”) and Class A-4 4.91% Asset Backed Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”):
GRANTING CLAUSE
The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuing Entity’s right, title and interest, whether now owned or hereafter acquired, in and to (a) the Receivables and all moneys due thereon after the Cut-off Date; (b) the security interests in the Financed Equipment granted by Obligors pursuant to the Receivables and any other interest of the Issuing Entity in the Financed Equipment; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Equipment or Obligors; (d) the Purchase Agreement, including the right assigned to the Issuing Entity to cause JDCC (as defined below) to repurchase Receivables from the Seller under certain circumstances; (e) all funds on deposit from time to time in the Trust Accounts, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Sale and Servicing Agreement (including all rights of the Seller under the Purchase Agreement assigned to the Issuing Entity pursuant to the Sale and Servicing Agreement); (g) proceeds from the Financed Equipment related to a Repossessed Receivable; and (h) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). This Indenture shall constitute a security agreement for purposes of the Uniform Commercial Code as in effect in the States of New York and Delaware on the date hereof.
The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.
The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, and accepts the trusts under this Indenture in accordance with the provisions of this Indenture for the use and benefit of such Holders.
“30-Day Average SOFR” means, for any SOFR Determination Date, the average of SOFR for the preceding 30 calendar days, compounded daily on Business Days.
“Act” has the meaning specified in Section 11.03(a).
“Administration Agreement” means the Administration Agreement dated as of March 19, 2024, among the Administrator, the Issuing Entity and the Indenture Trustee as amended or supplemented from time to time.
“Administrator” means the administrator under the Administration Agreement.
“Advisers Act” has the meaning specified in Section 2.04.
“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Authorized Officer” means, with respect to the Issuing Entity, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuing Entity and who is identified on the list of Authorized Officers, containing the specimen signature of each such Person, delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, so long as the Administration Agreement is in effect, any Assistant Treasurer, any Vice President or more senior officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuing Entity and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers (containing the specimen signatures of such officers) delivered by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter); provided, however, that for purposes of Section 3.09 and Section 1(a)(J) of the Administration Agreement such officer of the Administrator must be any of the president, controller, chief executive officer, chief financial officer or chief accounting officer.
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“Bankruptcy Code” means the United States Bankruptcy Code, Title 11 of the United States Code, as amended.
“Basic Documents” means this Indenture, the Certificate of Trust, the Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Administration Agreement, the Depository Agreement, the Asset Representations Review Agreement and other documents and certificates delivered in connection therewith.
“Benchmark” means, for an interest accrual period, (i) initially, 30-Day Average SOFR, or (ii) if a Benchmark Transition Event, its related Benchmark Replacement Date and the date of implementation thereof by the Administrator have occurred with respect to 30-Day Average SOFR or the then-current Benchmark, then Benchmark means the applicable Benchmark Replacement.
“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Administrator as of the applicable Benchmark Replacement Date:
(1) the sum of: (a) the alternate rate of interest for a 30-day or one-month tenor that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;
(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or
(3) the sum of: (a) the alternate rate of interest for a 30-day or one-month tenor that has been selected by the Administrator as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate securities at such time and (b) the Benchmark Replacement Adjustment.
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Administrator as of the Benchmark Replacement Date:
(1) the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or
(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrator giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.
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“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the interest accrual period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Administrator decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Administrator determines is reasonably necessary).
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or
(2) in the case of clause (3) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein.
For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):
(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or
(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or
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(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.
“Benefit Plan” means (i) any “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Part 4 of Title I of ERISA, (ii) a “plan” described by Section 4975(e)(1) of the Code, which is subject to Section 4975 of the Code or (iii) any entity deemed to hold the plan assets (within the meaning of Department of Labor Regulation 2510.3-101, as modified by Section 3(42) of ERISA) of any of the foregoing by reason of an employee benefit plan’s or other plan’s investment in such entity.
“Book Entry Notes” means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10.
“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in The City of New York, Chicago, Illinois or St. Paul, Minnesota are authorized or obligated by law, regulation or executive order to remain closed.
“Certificate” has the meaning assigned to it in the Trust Agreement.
“Certificate of Trust” means the certificate of trust of the Issuing Entity substantially in the form of Exhibit A to the Trust Agreement.
“Class A-1 Note” means a Class A-1 5.521% Asset-Backed Note, substantially in the form of Exhibit D.
“Class A-1 Note Interest Rate” means 5.521% per annum.
“Class A-2A Note” means a Class A-2A 5.19% Asset Backed Note, substantially in the form of Exhibit E.
“Class A-2A Note Interest Rate” means 5.19% per annum.
“Class A-2B Note” means a Class A-2B Floating Rate Asset Backed Note, substantially in the form of Exhibit F.
“Class A-2B Note Interest Rate” means (i) if the Benchmark is 30-Day Average SOFR, the greater of (x) 30-Day Average SOFR for the related interest accrual period plus 0.37% per annum (computed on the basis of the actual number of days elapsed and a 360-day year) and (y) 0.00% or (ii) if the Benchmark is not 30-Day Average SOFR, the greater of (x) the applicable Benchmark Replacement for the related interest accrual period, computed on the basis of the actual number of days elapsed and a 360-day year, and (y) 0.00%.
“Class A-3 Note” means a Class A-3 4.96% Asset Backed Note, substantially in the form of Exhibit G.
“Class A-3 Note Interest Rate” means 4.96% per annum.
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“Class A-4 Note” means a Class A-4 4.91% Asset Backed Note, substantially in the form of Exhibit H.
“Class A-4 Note Interest Rate” means 4.91% per annum.
“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.
“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.
“Closing Date” means March 19, 2024.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.
“Collateral” has the meaning specified in the Granting Clause of this Indenture.
“Corporate Trust Office” means the office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered which office at the date of the execution of this Indenture is located at 190 South LaSalle Street, 7th Floor, MK-IL-SL7R, Chicago, Illinois 60603, Attention: John Deere Owner Trust 2024, facsimile No.: 312-332-7996, or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuing Entity, or the corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders and the Issuing Entity).
“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.
“Definitive Notes” has the meaning specified in Section 2.10.
“Depository Agreement” means the agreement executed by the Issuing Entity and delivered to The Depository Trust Company, as the initial Clearing Agency, dated the Closing Date, substantially in the form of Exhibit C, as amended or supplemented from time to time.
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.
“Event of Default” has the meaning specified in Section 5.01.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Executive Officer” means, with respect to any (i) corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and (ii) partnership, any general partner thereof.
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“FATCA” means Sections 1471 through 1474 of the Code (or any amended or successor version) and any current or future regulations or official interpretations thereof.
“FATCA Withholding Tax” means any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to FATCA.
“FRBNY” means the Federal Reserve Bank of New York.
“FRBNY’s Website” means (i) as of the date hereof, https://apps.newyorkfed.org/markets/autorates/sofr-avg-ind, or (ii) such other page as may replace such page on the FRBNY’s website from time to time.
“Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.
“Holder” or “Noteholder” means the Person in whose name a Class A-1 Note, a Class A-2A Note, a Class A-2B Note, a Class A-3 Note or a Class A-4 Note is registered on the Note Register.
“Indenture” means this Indenture as amended or supplemented from time to time.
“Indenture Trustee” means U.S. Bank Trust Company, National Association, a national banking association, as Indenture Trustee under this Indenture, or any successor Indenture Trustee under this Indenture.
“Independent” means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuing Entity, any other obligor upon the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuing Entity, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuing Entity, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.
“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01, made by an Independent appraiser, firm of certified public accountants or other expert appointed by an Issuing Entity Order and acceptable to the
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Indenture Trustee, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.
“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Issuing Entity” means John Deere Owner Trust 2024 until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA (as defined below), each other obligor on the Notes.
“Issuing Entity Order” and “Issuing Entity Request” means a written order or request signed in the name of the Issuing Entity by any one of its Authorized Officers and delivered to the Indenture Trustee.
“JDCC” means John Deere Capital Corporation, a Delaware corporation, and its successors.
“John Deere Party” has the meaning specified in Section 7.02(d).
“Note Interest Rate” means the per annum interest rate borne by a Note.
“Note Owner” means, with respect to a Book-Entry Note, the Person who is the owner of such Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).
“Note Register” and “Note Registrar” have the respective meanings specified in Section 2.04.
“Noteholder FATCA Information” means, with respect to any Noteholder or holder of an interest in a Note, information in reasonable detail sufficient to eliminate the imposition of, or determine the amount of, FATCA Withholding Tax.
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“Noteholder Tax Identification Information” means properly completed and signed tax certifications (generally, in the case of federal income tax, IRS Form W-9 (or applicable successor form) in the case of a person that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8 (or applicable successor form) in the case of a person that is not a “United States Person” within the meaning of Section 7701(a)(30) of the Code).
“Notes” means the Class A-1 Notes, the Class A-2A Notes, the Class A-2B Notes, the Class A-3 Notes and the Class A-4 Notes.
“Officer’s Certificate” means a certificate signed by any Authorized Officer of the Issuing Entity, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01, and delivered to the Indenture Trustee. Unless otherwise specified, any reference in this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Authorized Officer of the Issuing Entity.
“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture or the Basic Documents, be employees of or counsel to the Issuing Entity and which opinion or opinions shall, for purposes of the Indenture, be addressed to the Indenture Trustee as Indenture Trustee, and shall comply with any applicable requirements of Section 11.01.
“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:
(i)Notes theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;
(ii)Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor, satisfactory to the Indenture Trustee); and
(iii)Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser;
provided that in determining whether the Holders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Notes owned by the Issuing Entity, any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith
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may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuing Entity, any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons.
“Outstanding Amount” means the aggregate principal amount of all Notes, or a Class of Notes, as applicable, Outstanding at the date of determination.
“Owner Trustee” means Computershare Delaware Trust Company, not in its individual capacity but solely as Owner Trustee under the Trust Agreement, or any successor Owner Trustee under the Trust Agreement.
“Paying Agent” means the Indenture Trustee, U.S. Bank Trust Company, National Association or any Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 and is authorized by the Issuing Entity to make the payments to and distributions from the Collection Account and the Note Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuing Entity.
“Payment Date” means the 15th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing April 15, 2024.
“Person” means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.
“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.05 in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.
“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.
“Prospectus” means the prospectus dated March 11, 2024, relating to the Notes.
“Protected Purchaser” has the meaning specified in Article Eight of the UCC.
“Rating Agency” means Fitch and Moody’s. If no such organization or successor is any longer in existence, “Rating Agency” shall be a nationally recognized statistical rating organization or other comparable Person designated by the Issuing Entity, notice of which designation shall be given to the Indenture Trustee, the Owner Trustee and the Servicer.
“Rating Agency Condition” means, with respect to any action, (A) in the case of Moody’s, that such Rating Agency shall have been given 10 days’ (or such shorter period that is acceptable to such Rating Agency) prior notice thereof and that such Rating Agency shall have notified the Seller, the Servicer and the Issuing Entity in writing that such action will not result in
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a reduction or withdrawal of the then current ratings of the Notes and (B) in the case of Fitch, that Fitch shall have been given 10 Business Days’ (or such shorter period that is acceptable to Fitch) prior written notice thereof.
“Record Date” means, with respect to a Payment Date or Redemption Date, the close of business on the day immediately preceding such Payment Date or Redemption Date, unless Definitive Notes are issued, in which case the Record Date with respect to such Definitive Notes as to any Payment Date shall be the last day of the immediately preceding calendar month.
“Redemption Date” means the Payment Date specified by the Servicer or the Issuing Entity pursuant to Section 10.01(a) or (b), as applicable.
“Redemption Price” means in the case of (a) a redemption of the Notes pursuant to Section 10.01(a), an amount equal to the Outstanding Amount of the Notes redeemed plus accrued and unpaid interest on the Notes at the related Note Interest Rate to but excluding the Redemption Date, or (b) a payment made to Noteholders pursuant to Section 10.01(b), the amount on deposit in the Note Distribution Account, but not in excess of the amount specified in clause (a) above.
“Reference Time” means, for an interest accrual period, (i) if the Benchmark is 30-Day Average SOFR, 3:00 p.m. (New York time) on the SOFR Determination Date and (ii) if the Benchmark is a rate other than 30-Day Average SOFR, the time determined by the Administrator in accordance with Section 2.07(e) of this Indenture.
“Registered Holder” means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.
“Relevant Governmental Body” means the Federal Reserve Board and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve Board and/or the FRBNY or any successor thereto.
“Repurchase Rules and Regulations” has the meaning specified in Section 7.02(d).
“Responsible Officer” means, with respect to (a) the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee who shall have direct responsibility for the administration of this Indenture, including any Vice President, Assistant Vice President, or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (b) the Owner Trustee, any officer within the Corporate Trust Office of the Owner Trustee who shall have direct responsibility for the administration of the Trust Agreement and the other Basic Documents on behalf of the Owner Trustee, including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary, or any other officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.
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“Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of March 19, 2024 among the Issuing Entity, the Seller and the Servicer, in the form of Exhibit B, as amended or supplemented from time to time.
“Schedule of Receivables” means the listing of the Receivables set forth in Exhibit A (which Exhibit may be in the form of microfiche).
“Securities Intermediary” means U.S. Bank National Association, a national banking association and an Affiliate of the Indenture Trustee, or any successor Securities Intermediary under this Indenture.
“Similar Law” means any federal, state, local or other law that is substantially similar to Title I of ERISA or Section 4975 of the Code.
“SOFR” means, with respect to any day, the secured overnight financing rate published by the FRBNY at the FRBNY’s Website.
“SOFR Adjustment Conforming Changes” means, with respect to 30-Day Average SOFR, any technical, administrative or operational changes (including changes to the interest accrual period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Administrator decides, from time to time, may be appropriate to adjust such SOFR rate in a manner substantially consistent with or conforming to market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice exists, in such other manner as the Administrator determines is reasonably appropriate).
“SOFR Determination Date” for an interest accrual period is the second U.S. Governmental Securities Business Day preceding the first day of that interest accrual period. If a published 30-Day Average SOFR rate is unavailable on a SOFR Determination Date (including as a result of SOFR having been discontinued) and a Benchmark Transition Event has not occurred with respect to 30-Day Average SOFR, the floating rate notes will bear interest at a rate based on 30-Day Average SOFR for the first preceding SOFR Determination Date for which such rate was published on the FRBNY’s Website.
“State” means any one of the 50 states of the United States of America or the District of Columbia.
“Successor Servicer” has the meaning specified in Section 3.07(e).
“Trust Accounts” mean the Collection Account, the Note Distribution Account and the Reserve Account established pursuant to Section 5.01 of the Sale and Servicing Agreement.
“Trust Estate” means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of this Indenture for the benefit of the Noteholders (including, without limitation, all property and interests Granted to the Indenture Trustee), including all proceeds thereof.
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“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.
“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
“UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to time.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
“Underwriter” means each of Citigroup Global Markets Inc., BofA Securities, Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC, Credit Agricole Securities (USA) Inc. and TD Securities (USA) LLC.
“Commission” means the Securities and Exchange Commission.
“indenture securities” means the Notes.
“indenture security holder” means a Noteholder.
“indenture to be qualified” means this Indenture.
“indenture trustee” or “institutional trustee” means the Indenture Trustee.
“obligor” on the indenture securities means the Issuing Entity and any other obligor on the indenture securities.
All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.
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The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.
Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibits D, E, F, G and H are part of the terms of this Indenture.
Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.
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The Indenture Trustee shall upon Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $341,500,000, Class A-2A Notes for original issue in an aggregate principal amount of $300,000,000, Class A-2B Notes for original issue in an aggregate principal amount of $155,250,000, Class A-3 Notes for original issue in an aggregate principal amount of $455,250,000 and Class A-4 Notes for original issue in an aggregate principal amount of $98,580,000. The aggregate principal amount of Class A-1, Class A-2A, Class A-2B, Class A-3 and Class A-4 Notes outstanding at any time may not exceed such amounts, respectively, except as provided in Section 2.05.
Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof.
No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual, facsimile or electronic signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
If temporary Notes are issued, the Issuing Entity will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuing Entity to be maintained as provided in Section 3.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuing Entity shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.
If a Person other than the Indenture Trustee is appointed by the Issuing Entity as Note Registrar, the Issuing Entity will give the Indenture Trustee prompt written notice of the
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appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes.
Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuing Entity shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount.
At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met the Issuing Entity shall execute, and the Indenture Trustee authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive.
All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.
Every Note 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 attached to the form of the applicable Note duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Indenture Trustee which requirements will include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Indenture Trustee in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and such other documents as the Indenture Trustee may require.
No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer.
Each Noteholder, by its acceptance of a Note (and each Note Owner, by its acceptance of a beneficial interest in a Note) will be deemed to have represented for so long as it holds such Note that (x) it is not, and is not acquiring the Note (or an interest therein) on behalf of, or with the assets of a Benefit Plan or any governmental, non-U.S. or church plan or any other employee benefit plan or arrangement that is subject to Similar Law or (y)(i) its acquisition, holding and disposition of the Note do not give rise to a non-exempt prohibited transaction under
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Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law and (ii) such Noteholder agrees to treat such Note as indebtedness of the Issuing Entity without substantial equity features for purposes of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.
Upon the issuance of any replacement Note under this Section, the Issuing Entity may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith.
Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
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and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuing Entity, the Indenture Trustee nor any agent of the Issuing Entity or the Indenture Trustee shall be affected by notice to the contrary.
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The Administrator, in its sole discretion, will have the right to make any applicable SOFR Adjustment Conforming Changes. No Noteholder or Note Owner will have any right to approve or disapprove of these changes or determinations. Any determination, decision or election that may be made by the Administrator or any other person in connection with any SOFR Adjustment Conforming Change, including, but not limited to, any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues) or an adjustment, and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and will become effective without the consent of any other person (including any Noteholder or Note Owner). None of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it or the Administrator with respect to any SOFR Adjustment Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Noteholder and each Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuing Entity, the Owner Trustee, the
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Indenture Trustee, the Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations.
In connection with the implementation of a Benchmark Replacement, the Administrator shall have the right to make Benchmark Replacement Conforming Changes from time to time. Any determination, decision or election that may be made by the Administrator pursuant to this Section 2.07(e) (or pursuant to any capitalized term used in this Section 2.07(e) or in any such capitalized term), including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, a rate or an adjustment or the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the Basic Documents, will become effective without the consent of any other person (including any Noteholder or Note Owner). No Noteholder or Note Owner will have any right to approve or disapprove of these changes or determinations and, by its acceptance of a Note or a beneficial interest therein, will be deemed to have waived and released any and all claims against any transaction party relating to any such changes or determinations. Notwithstanding anything to the contrary in the Basic Documents, none of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Administrator, the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it or the Administrator with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Noteholder and each Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations.
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None of the Indenture Trustee, the Paying Agent or the Owner Trustee shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Indenture or any other Basic Document as a result of the unavailability of SOFR or any applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other party to any Basic Document in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture or any other Basic Document and reasonably required for the performance of such duties. None of the Indenture Trustee, the Paying Agent or the Owner Trustee shall be responsible or liable for the Administrator’s actions or omissions, or for any failure or delay in the performance by the Administrator, nor shall any of the Indenture Trustee, the Paying Agent or the Owner Trustee be under any obligation to oversee or monitor the performance of the Administrator.
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principal shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.
At or before noon (New York time) on each Payment Date and Redemption Date, the Issuing Entity shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act.
The Issuing Entity will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:
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The Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuing Entity Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.
Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust, and the Indenture Trustee or such Paying Agent, as the case may be, shall give prompt notice of such occurrence to the Issuing Entity and shall release such money to the Issuing Entity on Issuing Entity Request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuing Entity for payment thereof (but only to the extent of the amounts so paid to the Issuing Entity), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuing Entity cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuing Entity. The Indenture Trustee may also adopt and employ, at the expense of the Issuing Entity, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).
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The Issuing Entity hereby designates the Indenture Trustee, and hereby authorizes the Indenture Trustee as its agent and attorney-in-fact, to execute any financing statement, continuation statement or other instrument delivered to the Indenture Trustee pursuant to this Section.
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contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.
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them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when
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The Issuing Entity shall deliver to a Responsible Officer of the Indenture Trustee, within five days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii), (iv) and (v), its status and what action the Issuing Entity is taking or proposes to take with respect thereto.
At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of Notes representing a majority of the Outstanding Amount of the Notes, by written notice to the Issuing Entity and the Indenture Trustee, may rescind and annul such declaration and its consequences if:
No such rescission shall affect any subsequent default or impair any right consequent thereto.
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the Indenture Trustee, pay to it, for the benefit of the Holders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at a rate per annum equal to the sum of (i) the respective Note Interest Rate borne by such Notes and (ii) 1.0% and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.
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FIRST: to the Indenture Trustee for amounts due under Section 6.07, the Owner Trustee for amounts due under Sections 8.01 and 8.02 of the Trust Agreement, and the Asset Representations Reviewer for amounts due under Article IV and Section 5.03 of the Asset Representations Review Agreement to the extent due and payable by the Issuing Entity, pro rata on the basis of the amount due to each;
SECOND: to the Noteholders in the following amounts and the following order of priority:
THIRD: to the Certificate Distribution Account for distribution to the Certificateholder.
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The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Issuing Entity shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid.
In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than a majority of the Outstanding Amount of the Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture, and shall have no liability to any person for such action or inaction.
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provided, however, that, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.
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delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.
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Notwithstanding the foregoing, the Indenture Trustee (i) shall have no duty or obligation to monitor the Servicer’s, the Seller’s, the Custodian’s, JDCC’s or the Asset Representations Reviewer’s performance of any of their obligations under or in connection with the Sale and Servicing Agreement, the Purchase Agreement or the Asset Representations Review Agreement, and (ii) shall have no responsibility for the performance or nonperformance of any such party’s obligations under such agreements.
The Indenture Trustee shall not be required to determine, confirm or recalculate the information contained in the Servicer’s Certificate delivered to it pursuant to the Sale and Servicing Agreement.
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payment of principal of or interest on any Note (including payments pursuant to the redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders; and provided that in the case of any default of the character specified in Section 5.01(iii), no such notice to Holders shall be given until at least 30 days after the occurrence thereof.
The Issuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) or (v) with respect to the Issuing Entity, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar law.
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reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Indenture Trustee. The Holders of a majority in Outstanding Amount of the Notes may remove the Indenture Trustee by providing thirty (30) days’ prior written notice thereof to the Indenture Trustee and the Depositor, and such Holders may appoint a successor Indenture Trustee. The Issuing Entity shall remove the Indenture Trustee if:
The Depositor may remove the Indenture Trustee if the Indenture Trustee fails to comply with Section 3.07(e), Section 6.08 or Section 6.09 of the Indenture with respect to notice to or providing information to the Depositor, or with Section 4.16 of the Sale and Servicing Agreement, in each case if such failure continues for the lesser of 10 days or such period in which the applicable report required to be filed under the Exchange Act can be filed timely (without taking into account any extensions).
If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity shall promptly appoint a successor Indenture Trustee, which successor shall be, if JDCC is the Servicer, reasonably acceptable to the Seller.
A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuing Entity and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee. Thereupon, the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.
If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity or the Holders of a majority in Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.
If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.
Expenses associated with replacing the Indenture Trustee with a successor indenture trustee shall be paid by the Servicer, unless the removal of the Indenture Trustee is a
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result of the willful misconduct, negligence or bad faith of the Indenture Trustee as determined by a final non-appealable order by a court of competent jurisdiction, in which case the removed Indenture Trustee will be responsible for such expenses.
Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuing Entity’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.
In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have.
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311(b). An indenture trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.
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The Indenture Trustee and the Issuing Entity acknowledge and agree that the purpose of this Section 7.02(d) is to facilitate compliance by the John Deere Parties with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the John Deere Parties in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Indenture Trustee shall cooperate fully with the John Deere Parties to deliver any and all records and any other information necessary in the good faith determination of the John Deere Parties to permit them to comply with the provisions of Repurchase Rules and Regulations.
The Indenture Trustee shall have no obligation to confirm or investigate the accuracy of any mathematical calculations or other facts stated in the reports provided pursuant to this Section.
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A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuing Entity shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.
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Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Issuing Entity shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held hereunder, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities.
With respect to any Eligible Investments, the Indenture Trustee is permitted to purchase and sell Eligible Investments through or from affiliated banks and broker-dealers, invest funds in registered investment companies that receive investment management and custodial services from the trustee or its affiliates subject to limitations set forth herein with respect to Eligible Investments.
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The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
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Holders of not less than a majority of the Outstanding Amount of the Notes, by Act of such Holders delivered to the Issuing Entity and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered
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hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith.
It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.
Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture or a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
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and executed by the Issuing Entity and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.
All notices of redemption shall state:
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Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuing Entity. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.
Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
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may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an Authorized Officer of the Issuing Entity may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller, the Issuing Entity or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller, the Issuing Entity or the Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.
Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.
Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.
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Notices required to be given to the Rating Agencies shall be in writing, personally delivered or mailed by certified mail, return receipt requested to (i) in the case of Moody’s, at the following address: Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007; and (ii) in the case of Fitch, at the following address: Fitch Ratings, Inc., 33 Whitehall Street, New York, New York 10004, Attention: ABS Surveillance or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.
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Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.
In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.
Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default.
The provisions of TIA §§ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.
All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents of the Indenture Trustee.
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when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.
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act at the direction of the Administrator with respect to any communication to a Rating Agency and further agrees that in no event shall the Indenture Trustee engage in any oral communication with respect to the transactions contemplated hereby or under the Basic Documents or in any way relating to the Notes with any Rating Agency (or any of their respective officers, directors or employees) without the participation of the Administrator. For the avoidance of doubt, the Indenture Trustee may make statements to Noteholders available on its website (as contemplated by Section 5.06(a) of the Sale and Servicing Agreement), and such action is not prohibited by this Section 11.22.
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has commenced at the time the retiring Asset Representations Reviewer resigns or a vacancy exists, the Administrator shall cause the retiring Asset Representations Reviewer to provide the successor Asset Representations Reviewer with any information relating to the Asset Representations Review. The Administrator shall deliver a written notice to the Depositor, the Servicer, the Seller and the Indenture Trustee of the appointment and acceptance of a successor Asset Representations Reviewer. Upon the resignation or removal of, or appointment of a successor to, the Asset Representations Reviewer, the Indenture Trustee shall deliver a written notice to Noteholders and the Administrator shall notify the Rating Agencies then rating the Notes (which, in the case of any such appointment of a successor, shall consist of prior written notice thereof to the Rating Agencies then rating the Notes) of such appointment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Issuing Entity and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written.
JOHN DEERE OWNER TRUST 2024
By: | Computershare Delaware Trust Company, not in its individual capacity but solely as Owner Trustee |
By: | /s/ Tracy M. McLamb___________________ |
Name: Tracy M. McLamb
Title: Vice President
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
By: | /s/ Juan S. Hernandez___________________ |
Name: Juan S. Hernandez
Title: Assistant Vice President
Acknowledged and agreed:
U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Securities Intermediary with respect to Sections 6.02(o) and 8.03(d)
By: | /s/ Juan S. Hernandez_________________ |
Name: Juan S. Hernandez
Title: Assistant Vice President
JDOT 2024 - Indenture
EXHIBIT A
Schedule of Receivables
[To be delivered to the Trust at Closing]
EXHIBIT B
[Form of Sale and Servicing Agreement]
EXHIBIT C
[Form of Depository Agreement]
REGISTERED
$341,500,000
No. R – [●]
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. 47800R AA1
Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC) - ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
JOHN DEERE OWNER TRUST 2024
5.521% ASSET BACKED NOTES,
CLASS A-1
John Deere Owner Trust 2024, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of THREE HUNDRED FORTY-ONE MILLION FIVE HUNDRED THOUSAND DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $341,500,000 and the denominator of which is $341,500,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal of the Class A-1 Notes pursuant to Section 8.02(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of March 17, 2025 and the Redemption Date, if any, pursuant to Section 10.01(a) of the Indenture. The Issuing Entity will pay interest on this Note at the Class A-1 Note Interest Rate on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date after giving effect to all payments of principal made on such preceding Payment Date (or on the initial principal amount of this Note from and including March 19, 2024 in the case of the first Payment Date). Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date (or, if no interest has yet been paid on this Note, from and including March 19, 2024) to but excluding such Payment Date. Interest will be computed on the basis of the actual number of days in the period for which such interest is payable
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divided by 360. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual, facsimile or electronic signature, this Note shall not be entitled to any benefit under the indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.
Date: March ___, 2024 | JOHN DEERE OWNER TRUST 2024 |
By: | Computershare Delaware Trust Company, not in its individual capacity but solely as Owner Trustee under the Trust Agreement |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
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[REVERSE OF NOTE]
This Note is one of the Class A-1 Notes of a duly authorized issue of Notes of the Issuing Entity, designated as its Asset Backed Notes, all issued under an Indenture dated as of March 19, 2024 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuing Entity and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”, which term includes any successor indenture trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.
The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.
Principal of the Notes will be payable on each Payment Date in an amount described on the face hereof.
As described above, the entire unpaid principal amount of, together with accrued and unpaid interest on, this Note shall be due and payable on the earlier of March 17, 2025 and the Redemption Date, if any, pursuant to Section 10.01(a) of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Notes of a Class shall be made pro rata to the Noteholders of such Class entitled thereto.
Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed
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within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.
The Issuing Entity shall pay interest on overdue installments of interest at a rate per annum equal to the sum of (i) the Class A-1 Note Interest Rate and (ii) 1.0%, to the extent lawful.
As provided in the Indenture, the Notes may be redeemed in whole, but not in part, at the option of the Servicer, on any Payment Date, following the last day of a Collection Period as of which the Note Value is 10% or less of the initial Note Value as of the Cut-off Date.
As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed and such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that prior to the end of the period that is one year and one day after there has been paid in full all debt issued by any securitization vehicle in respect of which the Seller holds any interest, they will not institute against the Seller or the Trust, or join in, or assist or encourage others to institute, any institution against the Seller or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or State bankruptcy or similar law.
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Prior to the due presentment for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee shall treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuing Entity, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
The Issuing Entity has entered into the Indenture and this Note is issued with the intention that, for federal, State and local income and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral. Each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of a beneficial interest in a Note), will be deemed to agree to treat the Notes for federal, State and local income and franchise tax purposes as indebtedness (except to the extent such Notes are retained or treated as retained by the Depositor or its affiliates for such purposes).
Without limiting any other information or certification requirements under applicable tax law, each Noteholder or holder of an interest in this Note, by acceptance of this Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, upon its request, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in this Note, by acceptance of this Note or such interest therein, agrees that the Indenture Trustee, any Paying Agent or the Issuing Entity has the right to withhold any amounts (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in this Note, either because such withholding is required under applicable tax law or as a result of the failure of the Noteholder or holder of an interest in this Note to comply with the requirements of the preceding sentence or other provisions requiring withholding under applicable tax law.
The term “Issuing Entity” as used in this Note includes any successor to the Issuing Entity under the Indenture.
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The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.
The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.
This Note and the Indenture shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.
Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Computershare Delaware Trust Company, in its individual capacity, U.S. Bank Trust Company, National Association, in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests of the Owner Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.
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ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
Dated: | NOTE: |
| Signature Guaranteed: |
| |
| Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Indenture Trustee which requirements will include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Indenture Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. |
| |
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EXHIBIT E
REGISTERED
$300,000,000
No. R – [●]
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. 47800R AB9
Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC) - ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
JOHN DEERE OWNER TRUST 2024
5.19% ASSET BACKED NOTES,
CLASS A-2A
John Deere Owner Trust 2024, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of THREE HUNDRED MILLION DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $300,000,000 and the denominator of which is $300,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal of the Class A-2A Notes pursuant to Section 8.02(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 16, 2027 and the Redemption Date, if any, pursuant to Section 10.01(a) of the Indenture. Except as provided in the Indenture, no payments of principal of the Class A-2A Notes shall be made until the principal of the Class A-1 Notes has been paid in its entirety. The Issuing Entity will pay interest on this Note at the Class A-2A Note Interest Rate on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date after giving effect to all payments of principal made on such preceding Payment Date (or on the initial principal amount of this Note from and including March 19, 2024 in the case of the first Payment Date). Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding such Payment Date (or, from and including, March 19, 2024 in the case of the first Payment Date) to and including the 14th day of the month of such Payment Date.
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Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual, facsimile or electronic signature, this Note shall not be entitled to any benefit under the indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.
Date: March ___, 2024 | JOHN DEERE OWNER TRUST 2024 |
By: | COMPUTERSHARE DELAWARE TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
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[REVERSE OF NOTE]
This Note is one of the Class A-2A Notes of a duly authorized issue of Notes of the Issuing Entity, designated as its Asset Backed Notes, all issued under an Indenture dated as of March 19, 2024 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuing Entity and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”, which term includes any successor indenture trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.
The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.
Principal of the Notes will be payable on each Payment Date in an amount described on the face hereof.
As described above, the entire unpaid principal amount of, together with accrued and unpaid interest on, this Note shall be due and payable on the earlier of February 16, 2027 and the Redemption Date, if any, pursuant to Section 10.01(a) of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Notes of a Class shall be made pro rata to the Noteholders of such Class entitled thereto.
Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed
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within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.
The Issuing Entity shall pay interest on overdue installments of interest at a rate per annum equal to the sum of (i) the Class A-2A Note Interest Rate and (ii) 1.0%, to the extent lawful.
As provided in the Indenture, the Notes may be redeemed in whole, but not in part, at the option of the Servicer, on any Payment Date, following the last day of a Collection Period as of which the Note Value is 10% or less of the initial Note Value as of the Cut-off Date.
As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed and such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that prior to the end of the period that is one year and one day after there has been paid in full all debt issued by any securitization vehicle in respect of which the Seller holds any interest, they will not institute against the Seller or the Trust, or join in, or assist or encourage others to institute, any institution against the Seller or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or State bankruptcy or similar law.
E-5
Prior to the due presentment for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee shall treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuing Entity, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
The Issuing Entity has entered into the Indenture and this Note is issued with the intention that, for federal, State and local income and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral. Each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of a beneficial interest in a Note), will be deemed to agree to treat the Notes for federal, State and local income and franchise tax purposes as indebtedness (except to the extent such Notes are retained or treated as retained by the Depositor or its affiliates for such purposes).
Without limiting any other information or certification requirements under applicable tax law, each Noteholder or holder of an interest in this Note, by acceptance of this Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, upon its request, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in this Note, by acceptance of this Note or such interest therein, agrees that the Indenture Trustee, any Paying Agent or the Issuing Entity has the right to withhold any amounts (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in this Note, either because such withholding is required under applicable tax law or as a result of the failure of the Noteholder or holder of an interest in this Note to comply with the requirements of the preceding sentence or other provisions requiring withholding under applicable tax law.
The term “Issuing Entity” as used in this Note includes any successor to the Issuing Entity under the Indenture.
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The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.
The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.
This Note and the Indenture shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.
Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Computershare Delaware Trust Company, in its individual capacity, U.S. Bank Trust Company, National Association, in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests of the Owner Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.
E-7
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
Dated: | NOTE: |
| Signature Guaranteed: |
| |
| Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Indenture Trustee which requirements will include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Indenture Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. |
| |
E-8
EXHIBIT F
REGISTERED
$155,250,000
No. R – [●]
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. 47800R AC7
Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC) - ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
JOHN DEERE OWNER TRUST 2024
FLOATING RATE ASSET BACKED NOTES,
CLASS A-2B
John Deere Owner Trust 2024, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ONE HUNDRED FIFTY-FIVE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $155,250,000 and the denominator of which is $155,250,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal of the Class A-2B Notes pursuant to Section 8.02(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 16, 2027 and the Redemption Date, if any, pursuant to Section 10.01(a) of the Indenture. Except as provided in the Indenture, no payments of principal of the Class A-2B Notes shall be made until the principal of the Class A-1 Notes has been paid in its entirety. The Issuing Entity will pay interest on this Note at the Class A-2B Note Interest Rate on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date after giving effect to all payments of principal made on such preceding Payment Date (or on the initial principal amount of this Note from and including March 19, 2024 in the case of the first Payment Date). Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date (or, if no interest has yet been paid on this Note, from and including March 19,
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2024) to but excluding such Payment Date. Interest will be computed on the basis of the actual number of days in the period for which such interest is payable divided by 360. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual, facsimile or electronic signature, this Note shall not be entitled to any benefit under the indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.
Date: March ___, 2024 | JOHN DEERE OWNER TRUST 2024 |
By: | COMPUTERSHARE DELAWARE TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
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[REVERSE OF NOTE]
This Note is one of the Class A-2B Notes of a duly authorized issue of Notes of the Issuing Entity, designated as its Floating Rate Asset Backed Notes, all issued under an Indenture dated as of March 19, 2024 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuing Entity and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”, which term includes any successor indenture trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.
The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.
Principal of the Notes will be payable on each Payment Date in an amount described on the face hereof.
As described above, the entire unpaid principal amount of, together with accrued and unpaid interest on, this Note shall be due and payable on the earlier of February 16, 2027 and the Redemption Date, if any, pursuant to Section 10.01(a) of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Notes of a Class shall be made pro rata to the Noteholders of such Class entitled thereto.
Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed
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within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.
The Issuing Entity shall pay interest on overdue installments of interest at a rate per annum equal to the sum of (i) the Class A-2B Note Interest Rate and (ii) 1.0%, to the extent lawful.
As provided in the Indenture, the Notes may be redeemed in whole, but not in part, at the option of the Servicer, on any Payment Date, following the last day of a Collection Period as of which the Note Value is 10% or less of the initial Note Value as of the Cut-off Date.
As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed and such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that prior to the end of the period that is one year and one day after there has been paid in full all debt issued by any securitization vehicle in respect of which the Seller holds any interest, they will not institute against the Seller or the Trust, or join in, or assist or encourage others to institute, any institution against the Seller or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or State bankruptcy or similar law.
F-5
Prior to the due presentment for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee shall treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuing Entity, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
The Issuing Entity has entered into the Indenture and this Note is issued with the intention that, for federal, State and local income and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral. Each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of a beneficial interest in a Note), will be deemed to agree to treat the Notes for federal, State and local income and franchise tax purposes as indebtedness (except to the extent such Notes are retained or treated as retained by the Depositor or its affiliates for such purposes).
Without limiting any other information or certification requirements under applicable tax law, each Noteholder or holder of an interest in this Note, by acceptance of this Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, upon its request, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in this Note, by acceptance of this Note or such interest therein, agrees that the Indenture Trustee, any Paying Agent or the Issuing Entity has the right to withhold any amounts (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in this Note, either because such withholding is required under applicable tax law or as a result of the failure of the Noteholder or holder of an interest in this Note to comply with the requirements of the preceding sentence or other provisions requiring withholding under applicable tax law.
The term “Issuing Entity” as used in this Note includes any successor to the Issuing Entity under the Indenture.
F-6
The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.
The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.
This Note and the Indenture shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.
Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Computershare Delaware Trust Company, in its individual capacity, U.S. Bank Trust Company, National Association, in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests of the Owner Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.
F-7
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
Dated: | NOTE: |
| Signature Guaranteed: |
| |
| Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Indenture Trustee which requirements will include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Indenture Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. |
| |
F-8
EXHIBIT G
REGISTERED
$455,250,000
No. R – [●]
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. 47800R AD5
Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC) - ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
JOHN DEERE OWNER TRUST 2024
4.96% ASSET BACKED NOTES,
CLASS A-3
John Deere Owner Trust 2024, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of FOUR HUNDRED FIFTY-FIVE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $455,250,000 and the denominator of which is $455,250,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal of the Class A-3 Notes pursuant to Section 8.02(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of November 15, 2028 and the Redemption Date, if any, pursuant to Section 10.01(a) of the Indenture. Except as provided in the Indenture, no payments of principal of the Class A-3 Notes shall be made until the principal of each of the Class A-1 Notes and the Class A-2 Notes has been paid in its entirety. The Issuing Entity will pay interest on this Note at the Class A-3 Note Interest Rate on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date after giving effect to all payments of principal made on such preceding Payment Date (or on the initial principal amount of this Note from and including March 19, 2024 in the case of the first Payment Date). Interest on this Note will accrue for each Payment Date from and including the 15th day
G-1
of the month preceding such Payment Date (or from and including March 19, 2024 in the case of the first Payment Date) to and including the 14th day of the month of such Payment Date. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual, facsimile or electronic signature, this Note shall not be entitled to any benefit under the indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.
Date: March ___, 2024 | JOHN DEERE OWNER TRUST 2024 |
By: | COMPUTERSHARE DELAWARE TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
G-3
[REVERSE OF NOTE]
This Note is one of the Class A-3 Notes of a duly authorized issue of Notes of the Issuing Entity, designated as its Asset Backed Notes, all issued under an Indenture dated as of March 19, 2024 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuing Entity and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”, which term includes any successor indenture trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.
The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.
Principal of the Notes will be payable on each Payment Date in an amount described on the face hereof.
As described above, the entire unpaid principal amount of, together with accrued and unpaid interest on, this Note shall be due and payable on the earlier of November 15, 2028 and the Redemption Date, if any, pursuant to Section 10.01(a) of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Notes of a Class shall be made pro rata to the Noteholders of such Class entitled thereto.
Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed
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within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.
The Issuing Entity shall pay interest on overdue installments of interest at a rate per annum equal to the sum of (i) the Class A-3 Note Interest Rate and (ii) 1.0%, to the extent lawful.
As provided in the Indenture, the Notes may be redeemed in whole, but not in part, at the option of the Servicer, on any Payment Date, following the last day of a Collection Period as of which the Note Value is 10% or less of the initial Note Value as of the Cut-off Date.
As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed and such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that prior to the end of the period that is one year and one day after there has been paid in full all debt issued by any securitization vehicle in respect of which the Seller holds any interest, they will not institute against the Seller or the Trust, or join in, or assist or encourage others to institute, any institution against the Seller or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or State bankruptcy or similar law.
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Prior to the due presentment for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee shall treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuing Entity, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
The Issuing Entity has entered into the Indenture and this Note is issued with the intention that, for federal, State and local income and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral. Each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of a beneficial interest in a Note), will be deemed to agree to treat the Notes for federal, State and local income and franchise tax purposes as indebtedness (except to the extent such Notes are retained or treated as retained by the Depositor or its affiliates for such purposes).
Without limiting any other information or certification requirements under applicable tax law, each Noteholder or holder of an interest in this Note, by acceptance of this Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, upon its request, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in this Note, by acceptance of this Note or such interest therein, agrees that the Indenture Trustee, any Paying Agent or the Issuing Entity has the right to withhold any amounts (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in this Note, either because such withholding is required under applicable tax law or as a result of the failure of the Noteholder or holder of an interest in this Note to comply with the requirements of the preceding sentence or other provisions requiring withholding under applicable tax law.
The term “Issuing Entity” as used in this Note includes any successor to the Issuing Entity under the Indenture.
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The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.
The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.
This Note and the Indenture shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.
Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Computershare Delaware Trust Company, in its individual capacity, U.S. Bank Trust Company, National Association, in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests of the Owner Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.
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ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
Dated: | NOTE: |
| Signature Guaranteed: |
| |
| Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Indenture Trustee which requirements will include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Indenture Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. |
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EXHIBIT H
REGISTERED
$98,580,000
No. R – [●]
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. 47800R AE3
Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC) - ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
JOHN DEERE OWNER TRUST 2024
4.91% ASSET BACKED NOTES,
CLASS A-4
John Deere Owner Trust 2024, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of NINETY-EIGHT MILLION FIVE HUNDRED EIGHTY THOUSAND DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $98,580,000 and the denominator of which is $98,580,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal of the Class A-4 Notes pursuant to Section 8.02(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 18, 2031 and the Redemption Date, if any, pursuant to Section 10.01(a) of the Indenture. Except as provided in the Indenture, no payments of principal of the Class A-4 Notes shall be made until the principal of each of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes has been paid in its entirety. The Issuing Entity will pay interest on this Note at the Class A-4 Note Interest Rate on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date after giving effect to all payments of principal made on such preceding Payment Date (or on the initial principal amount of this Note from and including March 19, 2024 in the case of the first Payment Date). Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding such Payment Date (or from and including March 19, 2024 in the case of
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the first Payment Date) to and including the 14th day of the month of such Payment Date. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual, facsimile or electronic signature, this Note shall not be entitled to any benefit under the indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.
Date: March ___, 2024 | JOHN DEERE OWNER TRUST 2024 |
By: | COMPUTERSHARE DELAWARE TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
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[REVERSE OF NOTE]
This Note is one of the Class A-4 Notes of a duly authorized issue of Notes of the Issuing Entity, designated as its Asset Backed Notes, all issued under an Indenture dated as of March 19, 2024 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuing Entity and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”, which term includes any successor indenture trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.
The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.
Principal of the Notes will be payable on each Payment Date in an amount described on the face hereof.
As described above, the entire unpaid principal amount of, together with accrued and unpaid interest on, this Note shall be due and payable on the earlier of February 18, 2031 and the Redemption Date, if any, pursuant to Section 10.01(a) of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Notes of a Class shall be made pro rata to the Noteholders of such Class entitled thereto.
Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed
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within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.
The Issuing Entity shall pay interest on overdue installments of interest at a rate per annum equal to the sum of (i) the Class A-4 Note Interest Rate and (ii) 1.0%, to the extent lawful.
As provided in the Indenture, the Notes may be redeemed in whole, but not in part, at the option of the Servicer, on any Payment Date, following the last day of a Collection Period as of which the Note Value is 10% or less of the initial Note Value as of the Cut-off Date.
As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuing Entity pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed and such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacity, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that prior to the end of the period that is one year and one day after there has been paid in full all debt issued by any securitization vehicle in respect of which the Seller holds any interest, they will not institute against the Seller or the Trust, or join in, or assist or encourage others to institute, any institution against the Seller or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or State bankruptcy or similar law.
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Prior to the due presentment for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee shall treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuing Entity, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Holders of the Notes under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
The Issuing Entity has entered into the Indenture and this Note is issued with the intention that, for federal, State and local income and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral. Each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of a beneficial interest in a Note), will be deemed to agree to treat the Notes for federal, State and local income and franchise tax purposes as indebtedness (except to the extent such Notes are retained or treated as retained by the Depositor or its affiliates for such purposes).
Without limiting any other information or certification requirements under applicable tax law, each Noteholder or holder of an interest in this Note, by acceptance of this Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, upon its request, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in this Note, by acceptance of this Note or such interest therein, agrees that the Indenture Trustee, any Paying Agent or the Issuing Entity has the right to withhold any amounts (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in this Note, either because such withholding is required under applicable tax law or as a result of the failure of the Noteholder or holder of an interest in this Note to comply with the requirements of the preceding sentence or other provisions requiring withholding under applicable tax law.
The term “Issuing Entity” as used in this Note includes any successor to the Issuing Entity under the Indenture.
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The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.
The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.
This Note and the Indenture shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.
Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Computershare Delaware Trust Company, in its individual capacity, U.S. Bank Trust Company, National Association, in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests of the Owner Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.
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ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
Dated: | NOTE: |
| Signature Guaranteed: |
| |
| Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Indenture Trustee which requirements will include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Indenture Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. |
| |
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Exhibit 99.1
JOHN DEERE OWNER TRUST 2024
TRUST AGREEMENT
between
JOHN DEERE RECEIVABLES LLC
Depositor
and
COMPUTERSHARE DELAWARE TRUST COMPANY
Owner Trustee
Dated as of March 18, 2024
Article IV
Actions by Owner Trustee
Article V
Application of Trust Funds; Certain Duties
Article VI
Authority and Duties of Owner Trustee
Article IX
Termination of Trust Agreement
Article X
Successor Owner Trustees and Additional Owner Trustees
TRUST AGREEMENT, dated as of March 18, 2024, between John Deere Receivables LLC, a Nevada limited liability company, as Depositor, and Computershare Delaware Trust Company, a Delaware limited purpose trust company, as Owner Trustee.
“Administration Agreement” shall mean the Administration Agreement to be dated as of March 19, 2024, among the Administrator, the Trust and the Indenture Trustee, as the same may be amended, modified or supplemented from time to time.
“Administrator” shall mean John Deere Capital Corporation, a Delaware corporation, or any successor Administrator under the Administration Agreement.
“Agreement” shall mean this Trust Agreement, as the same may be amended and supplemented from time to time.
“Basic Documents” shall mean the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Depository Agreement, the Asset Representations Review Agreement and the other documents and certificates delivered in connection therewith.
“Certificate” shall mean a certificate evidencing the beneficial interest of the Owner in the Trust, substantially in the form attached hereto as Exhibit A.
“Certificate Distribution Account” shall have the meaning assigned to such term in Section 5.01.
“Certificate of Trust” shall mean the Certificate of Trust in the form of Exhibit B to be filed for the Trust pursuant to Section 3810(a) of the Trust Statute.
“Certificate Register” and “Certificate Registrar” shall mean the register mentioned and the registrar appointed pursuant to Section 3.04.
“Certificateholder” shall mean the Depositor.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Corporate Trust Office” shall mean, (i) with respect to the Owner Trustee, the corporate trust office of the Owner Trustee located at 919 North Market Street, Suite 1600, Wilmington, Delaware 19801, Attention: Corporate Trust Services; or at such other address as the Owner Trustee may designate by notice to the Owners and the Depositor, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor owner trustee will notify the Owners and the Depositor) and (ii) means with respect to the Paying Agent and the Certificate
Registrar, the office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered which office at the date of the execution of this Agreement is located at 190 South LaSalle Street, 7th Floor, MK-IL-SL7R, Chicago, Illinois 60603, Attention: John Deere Owner Trust 2024, facsimile No.: 312-332-7996, or at such other address as the Paying Agent and the Certificate Registrar may designate from time to time by notice to the Owners and the Depositor, or the corporate trust office of any successor Paying Agent or the Certificate Registrar (the address of which the successor paying agent and the certificate registrar will notify the Owners and the Depositor).
“Depositor” shall mean John Deere Receivables LLC, in its capacity as Depositor hereunder.
“Depository Agreement” shall mean the agreement executed by the Trust and delivered to The Depository Trust Company, dated on or about the Closing Date, substantially in the form of Exhibit C to the Indenture.
“Expenses” shall have the meaning assigned to such term in Section 8.02.
“Indenture” shall mean the Indenture, to be dated as of March 19, 2024, between the Trust and the Indenture Trustee, as the same may be amended and supplemented from time to time.
“Indenture Trustee” shall mean U.S. Bank Trust Company, National Association, not in its individual capacity but solely as Indenture Trustee under the Indenture.
“JDCC” shall mean John Deere Capital Corporation, a Delaware corporation.
“Owner” shall mean the Certificateholder.
“Owner Trust Estate” shall mean all right, title and interest of the Trust in and to the property and rights assigned to the Trust pursuant to Article II of the Sale and Servicing Agreement, all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and all other property of the Trust from time to time, including any rights of the Owner Trustee and the Trust pursuant to the Sale and Servicing Agreement and the Administration Agreement.
“Owner Trustee” shall mean Computershare Delaware Trust Company, a Delaware limited purpose trust company, not in its individual capacity but solely as owner trustee under this Agreement, and any successor Owner Trustee hereunder.
“Paying Agent” shall mean any paying agent or co-paying agent appointed pursuant to Section 3.09 and shall initially be U.S. Bank Trust Company, National Association, a national banking association.
“Purchase Agreement” shall mean the Purchase Agreement, to be dated as of March 19, 2024, between JDCC and the Depositor, as the same may be amended, modified or supplemented from time to time.
2
“Record Date” shall mean, with respect to any Payment Date, the close of business on the last day of the calendar month immediately preceding the calendar month in which the Payment Date occurs.
“Representatives” shall mean Citigroup Global Markets Inc., BofA Securities, Inc., MUFG Securities Americas Inc., and RBC Capital Markets, LLC in their capacity as the representatives under the Underwriting Agreement.
“Responsible Officer” shall mean, with respect to the Owner Trustee, any officer within the Corporate Trust Office of the Owner Trustee who shall have direct responsibility for the administration of the Trust Agreement and the other Basic Documents on behalf of the Owner Trustee, including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary, or any other officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.
“Sale and Servicing Agreement” shall mean the Sale and Servicing Agreement among the Trust, the Depositor, as seller, and JDCC, as servicer, to be dated as of March 19, 2024, as the same may be amended, modified or supplemented from time to time.
“Secretary of State” shall mean the Secretary of State of the State of Delaware.
“Treasury Regulations” shall mean regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.
“Trust” shall mean the trust established by this Agreement.
“Trust Company” shall mean Computershare Delaware Trust Company.
“Trust Statute” shall mean Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as the same may be amended from time to time.
“Underwriting Agreement” shall mean the Underwriting Agreement dated March 11, 2024, among JDCC, the Depositor and the Representatives, each on their own behalf and as representatives of the underwriters set forth on the signature pages thereto.
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The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.
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the Trust Statute with respect to accomplishing the purposes of the Trust. In no event shall the Trust elect to be treated as an association taxable as a corporation.
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Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of the Certificate and of exchanges of the Certificate as herein provided. U.S. Bank Trust Company, National Association shall be the initial Certificate Registrar.
At the option of the Certificateholder, the Certificate may be exchanged for other Certificates representing the same undivided beneficial interest in the Trust upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.08.
Every Certificate presented or surrendered for exchange shall be accompanied by a written instrument of exchange in a form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate surrendered for registration of exchange shall be cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice.
No service charge shall be made for any registration of transfer or exchange of the Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Certificate.
No transfer of a Certificate or any interest therein shall be made unless the holder of such Certificate shall have first surrendered such Certificate to the Certificate Registrar for registration of transfer, or if such Certificate shall have been mutilated, destroyed, lost or stolen, the holder of such Certificate shall first comply with Section 3.05 hereof.
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issued to the Depositor to contain a legend stating “THIS CERTIFICATE IS NOT TRANSFERABLE”.
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The Paying Agent shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Paying Agent for the benefit of the Certificateholder. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Paying Agent (or the Depositor on behalf of the Paying Agent, if the Certificate Distribution Account is not then held by the Paying Agent or an affiliate thereof) shall within 10 Business Days following notification of such occurrence (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is satisfied) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account.
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The Owner Trustee shall have no responsibility for the preparation, correctness, accuracy, existence, validity or perfection of any financing statement (or similar filing) or for filing any financing or continuation statement (or similar filing) in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust or to record this Agreement or any Basic Document. The Trust Company nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Estate that result from actions by, or claims against, the Trust Company that are not related to the Trust Company’s role as Owner Trustee or the ownership or the administration of the Owner Trust Estate.
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The Owner Trustee acknowledges and agrees that the purpose of this Section 7.02(b) is to facilitate compliance by the John Deere Parties with the Repurchase Rules and Regulations. The Owner Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the John Deere Parties in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Owner Trustee shall cooperate fully with the John Deere Parties to deliver any and all records and any other information
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necessary in the good faith determination of the John Deere Parties to permit them to comply with the provisions of the Repurchase Rules and Regulations.
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claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.
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In the event that the Certificateholder shall not surrender its Certificate for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the Certificateholder to surrender its Certificate for cancellation and receive the final distribution with respect thereto. If within one year after the second notice the Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor (subject to applicable escheatment laws).
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If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee. If at any time the Owner Trustee shall fail to comply with any of its obligations under Section 10.02 or Section 10.04 of this Agreement or Section 4.16 of the Sale and Servicing Agreement during the period that the Seller is required to file Exchange Act Reports with respect to the Trust and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions), then the Seller may remove the Owner Trustee. If the Administrator or Seller shall remove the Owner Trustee under the authority of the two immediately preceding sentences, the Administrator shall promptly appoint a successor Owner Trustee, by written instrument, in triplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the successor Owner Trustee, and one copy to the Seller, together with the basis for removal and shall pay all fees owed to the outgoing Owner Trustee.
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Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.
The Depositor shall pay all expenses associated with replacing the Owner Trustee with a successor owner trustee, unless the removal is a result of the willful misconduct or negligence of the Owner Trustee, in which case, such expenses will be the responsibility of the replaced Owner Trustee.
No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01.
Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and shall make such notice available to the Rating Agencies. If the Administrator shall fail to mail such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the Depositor shall cause such notice to be mailed at the expense of the Administrator.
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Trustee will provide the Seller in writing and in form and substance reasonably satisfactory to the Seller, all information reasonably requested by the Seller in order to comply with its reporting obligation under the Exchange Act with respect to the successor Owner Trustee.
Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:
Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of
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this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.
Any separate trustee or co-trustee may at any time appoint the Owner Trustee, as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.
This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate.
Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder,
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the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies.
It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.
Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State.
Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.
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commenced by the Owner (when the Owner is not the Depositor), during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Depositor, such judgment has been satisfied) the Depositor shall not pay any dividend to JDCC, or make any distribution on or in respect of its capital stock to JDCC, or repay the principal amount of any indebtedness of the Depositor held by JDCC, unless (i) after giving effect to such payment, distribution or repayment, the Depositor’s liquid assets shall not be less than the amount of actual damages claimed in such litigation or (ii) the Rating Agency Condition shall have been satisfied with respect to any such payment, distribution or repayment. The Depositor further agrees that prior to the termination of the Trust, it shall not revoke, modify or otherwise amend any agreements with JDCC in effect on the Closing Date in any manner that would adversely affect the rights of the Depositor to receive from JDCC contributions of capital or payments on demand pursuant to such agreements. The Depositor further covenants and agrees that it will not enter into any transaction or take any action (other than any transaction or action contemplated by this Agreement or any of the Basic Documents) if, as a result of such transaction or action, any rating of either the Notes or the Certificate by any of the Rating Agencies would be downgraded or withdrawn.
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The Owner Trustee will not be responsible for delays attributable to the Administrator’s failure to deliver any information related to any communication with a Rating Agency (with respect to this section, the “Information”), defects in the Information supplied to the Rating Agency or Administrator or other circumstances beyond the control of the Owner Trustee. The Owner Trustee shall be under no obligation to make any determination as to the veracity or applicability of any Information provided to it, or whether any such Information is required to be maintained on a website or other public medium.
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filings and to cause the Trust to comply with its obligations under the CTA, if any. The parties hereto agree that for purposes of Applicable AML Law, the Owners are and shall be deemed to be the sole direct owners of the Trust, acknowledge that the Owner Trustee acts solely as a directed trustee at the direction of the Owners hereunder and that one or more senior officers or other individuals affiliated with the Owners are and shall deemed to be the parties with the power and authority to exercise substantial control over the Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.
COMPUTERSHARE DELAWARE TRUST COMPANY,
as Owner Trustee,
By:/s/ Tracy M. McLamb
Name: Tracy M. McLamb
Title: Vice President
JOHN DEERE RECEIVABLES LLC, as Depositor,
By:/s/ Larry J. Gant
Name: Larry J. Gant
Title: Assistant Secretary and Assistant Treasurer
Acknowledged, Accepted and Agreed:
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
not in its individual capacity but solely
as Certificate Registrar and Paying Agent,
By: /s/ Juan S. Hernandez
Name: Juan S. Hernandez
Title: Assistant Vice President
R-1
SEE REVERSE FOR CERTAIN DEFINITIONS
JOHN DEERE OWNER TRUST 2024
ASSET BACKED CERTIFICATE
evidencing an undivided beneficial interest in the Trust, as defined below, the property of which includes a pool of equipment retail installment sale and loan contracts secured by new and used agricultural and construction equipment and sold to the Trust (as defined below) by John Deere Receivables LLC.
(This Certificate does not represent an interest in or obligation of John Deere Receivables LLC, John Deere Capital Corporation, Deere & Company or any of their respective affiliates, except to the extent described below.)
THIS CERTIFIES THAT John Deere Receivables LLC is the registered owner of the undivided beneficial interest in John Deere Owner Trust 2024 (the “Trust”) formed by John Deere Receivables LLC, a Nevada limited liability company (the “Seller”).
THIS CERTIFICATE IS NOT TRANSFERABLE.
CERTIFICATE OF AUTHENTICATION
This is the Certificate referred to in the within-mentioned Trust Agreement.
Computershare Delaware Trust Company,
as Owner Trustee
By:
or
U.S. Bank Trust Company, National Association,
as Certificate Registrar and Paying Agent
By:
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The Trust was created pursuant to a Trust Agreement dated as of March 18, 2024 (the “Trust Agreement”), between the Depositor and Computershare Delaware Trust Company, as owner trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement or the Sale and Servicing Agreement to be dated as of March 19, 2024 (the “Sale and Servicing Agreement”), among the Trust, the Seller and John Deere Capital Corporation, as servicer (the “Servicer”), as applicable.
This Certificate is the duly authorized Certificate designated as the “Asset Backed Certificate” (herein called the “Certificate”). Also issued under the Indenture, to be dated as of March 19, 2024, between the Trust and U.S. Bank Trust Company, National Association, as Indenture Trustee, are the Class A-1 5.521% Asset Backed Notes, the Class A-2A 5.19% Asset Backed Notes, the Class A-2B Floating Rate Asset Backed Notes, the Class A-3 4.96% Asset Backed Notes and the Class A-4 4.91% Asset Backed Notes (collectively, the “Notes”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The property of the Trust includes a pool of retail installment sale and loan contracts for agricultural and construction equipment (the “Receivables”), all monies received after January 28, 2024 from payments on the Receivables, security interests in the equipment financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance policies and certain other rights under the Trust Agreement and the Sale and Servicing Agreement, all right, title, and interest of the Seller in and to the Purchase Agreement, to be dated as of March 19, 2024, between John Deere Capital Corporation and the Seller and all proceeds of the foregoing. The rights of the holders of the Certificate are subordinated to the rights of the holders of the Notes, as set forth in the Sale and Servicing Agreement.
Under the Trust Agreement, there will be distributed on the 15th day of each month or, if such day is not a Business Day, the next Business Day (the “Payment Date”), commencing on April 15, 2024, to the person in whose name this Certificate is registered at the close of business on the last day of the month (the “Record Date”) immediately preceding the month in which such Payment Date occurs the Certificateholder’s undivided interest in the amount to be distributed to the Certificateholder on such Payment Date.
The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders as described in the Sale and Servicing Agreement and the Indenture.
It is the intention of the parties that the Trust will be disregarded as an entity separate from the Certificateholder for U.S. federal income tax purposes.
The Certificateholder, by its acceptance of a Certificate, covenants and agrees that the Certificateholder will not at any time institute against the Seller, or join in any institution against the Seller of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any U.S. federal or State bankruptcy or similar law in connection with any obligations relating to the Certificate, the Notes, the Trust Agreement or any of the Basic Documents.
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Distributions on this Certificate will be made as provided in the Trust Agreement by the Paying Agent by wire transfer or check mailed to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for the purpose by the Owner Trustee.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Certificate to be duly executed.
JOHN DEERE OWNER TRUST 2024
By: COMPUTERSHARE DELAWARE TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee
Dated: March 19, 2024By:
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(Reverse of Certificate)
The Certificate does not represent an obligation of, or an interest in, the Seller, the Servicer, Deere & Company, the Indenture Trustee, the Owner Trustee or any affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust Agreement or the Basic Documents. In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Receivables (and certain other amounts), all as more specifically set forth herein and in the Sale and Servicing Agreement. The Certificate is limited in right of payment to certain collections and recoveries respecting the Receivables, all as more specifically set forth in the Sale and Servicing Agreement. A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Seller, and at such other places, if any, designated by the Seller, by the Certificateholder upon written request.
The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Seller and the rights of the Certificateholder under the Trust Agreement at any time by the Seller and the Owner Trustee with the consent of the holders of the Notes voting as a class evidencing not less than a majority of the outstanding Notes and the consent of the Certificateholder (which consents shall not be unreasonably withheld). Any such consent by the holder of this Certificate shall be conclusive and binding on the holder of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the holder of the Certificate.
As provided in the Trust Agreement, this Certificate is nontransferable. The initial Certificate Registrar appointed under the Trust Agreement is U.S. Bank Trust Company, National Association.
The Certificate is issuable only as a registered Certificate without coupons. As provided in the Trust Agreement and subject to certain limitations therein set forth, the Certificate is exchangeable for new Certificates evidencing the same undivided beneficial interest in the Trust, as requested by the holder surrendering the same. No service charge will be made for any such exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.
The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to the Certificateholder of all amounts required to be paid to it pursuant to the Trust Agreement and the Sale and Servicing Agreement and the disposition of all property held as part of the Trust. The Servicer of the Receivables may at its option purchase the corpus of the Trust at a price specified in the Sale and Servicing Agreement,
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and such purchase of the Receivables and other property of the Trust will effect early retirement of the Certificate; however, such right of purchase is exercisable only as of the last day of any Collection Period as of which the note value is less than or equal to 10% of the initial note value of the Receivables.
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CERTIFICATE OF TRUST
OF
JOHN DEERE OWNER TRUST 2024
THIS Certificate of Trust of John Deere Owner Trust 2024 (the “Trust”) is being duly executed and filed by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code, Section 3801 et seq.) (the “Act”).
1.Name. The name of the statutory trust formed hereby is John Deere Owner Trust 2024.
2.Delaware Trustee. The name and address of the trustee of the Trust with a principal place of business in the State of Delaware are Computershare Delaware Trust Company, 919 North Market Street, Suite 1600, Wilmington, Delaware 19801.
3.This Certificate of Trust shall be effective upon filing.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.
COMPUTERSHARE DELAWARE TRUST COMPANY,
not in its individual capacity but solely as trustee of the Trust.
By:
Name:
Title:
B-1
Exhibit 99.2
SALE AND SERVICING AGREEMENT
among
JOHN DEERE OWNER TRUST 2024
Issuing Entity
JOHN DEERE RECEIVABLES LLC
Seller
and
JOHN DEERE CAPITAL CORPORATION
Servicer
Dated as of March 19, 2024
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Article XI
Asset Representations Review; Dispute Resolution; Investor Communications
SCHEDULES
SCHEDULE A–Schedule of Receivables
SCHEDULE B–Location of Receivable Files
SCHEDULE C–List of Fiscal Months
SCHEDULE D–Servicer’s Certificate
SCHEDULE E–Statement to Certificateholder
SCHEDULE F–Statement to Noteholders
SCHEDULE G–Payment and Deposit Instructions to Indenture Trustee
APPENDIX A–Servicing Criteria
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This SALE AND SERVICING AGREEMENT dated as of March 19, 2024, among JOHN DEERE OWNER TRUST 2024, a Delaware statutory trust (the “Issuing Entity”), JOHN DEERE RECEIVABLES LLC, a Nevada limited liability company (the “Seller”), and JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (“JDCC” or the “Servicer”).
WHEREAS the Issuing Entity desires to purchase a portfolio of receivables arising in connection with agricultural and construction equipment retail installment sale and loan contracts generated by JDCC in the ordinary course of business;
WHEREAS the Seller has purchased such receivables from JDCC and desires to sell such receivables to the Issuing Entity; and
WHEREAS JDCC desires to service such receivables.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:
“Account Bank” means a bank or trust company that qualifies as an Eligible Institution and holds the Trust Accounts. The initial Account Bank shall be U.S. Bank National Association, in its role as Securities Intermediary under Section 8.03(d) of the Indenture.
“Administration Agreement” means the Administration Agreement dated as of March 19, 2024, among the Trust, JDCC, as Administrator, and U.S. Bank Trust Company, National Association, as indenture trustee, as the same may be amended and supplemented from time to time.
“Administration Fee” means the fee payable to the Administrator pursuant to Section 3 of the Administration Agreement.
“Administrator” means the administrator under the Administration Agreement.
“ADR Proceeding” means either a binding arbitration or a mediation (including non-binding arbitration).
“Agreement” means this Sale and Servicing Agreement, as the same may be amended and supplemented from time to time.
“Amount Financed” with respect to a Receivable means the amount advanced under the Receivable toward the purchase price of the related Financed Equipment and any related costs.
“Annual Percentage Rate” or “APR” of a Receivable means the fixed annual rate of finance charges specified in the related Contract.
“Arbitration Rules” means FINRA’s Code of Arbitration Procedure and Code of Mediation Procedure.
“ARR Receivable” means a Receivable as to which the related Obligor is 60 days or more delinquent in payments due and owed as of the end of the Collection Period immediately preceding the date on which the requisite percentage of Noteholders and Note Owners have voted to direct an Asset Representations Review.
“Asset Representations Review” means, following the occurrence of a Delinquency Trigger, the review of the ARR Receivables to be undertaken by the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement.
“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of March 19, 2024, among the Asset Representations Reviewer, the Issuing Entity and the Servicer.
“Asset Representations Review Fee” means the fee payable to the Administrator pursuant to Section 4.01(b) of the Asset Representations Review Agreement.
“Asset Representations Reviewer” means Clayton Fixed Income Services LLC, or any successor Asset Representations Reviewer under the Asset Representations Review Agreement.
“Certificate” means the Certificate (as defined in the Trust Agreement).
“Certificate Distribution Account” has the meaning assigned to such term in the Trust Agreement.
“Certificateholder” has the meaning assigned to such term in the Trust Agreement.
“Class A-1 Note Final Payment Date” means March 17, 2025.
“Class A-1 Note Interest Rate” means a rate per annum equal to 5.521%.
“Class A-1 Notes” means the Class A-1 Notes (as defined in the Indenture).
“Class A-2A Note Final Payment Date” means February 16, 2027.
“Class A-2A Note Interest Rate” means a rate per annum equal to 5.19%.
“Class A-2A Notes” means the Class A-2A Notes (as defined in the Indenture).
“Class A-2B Note Final Payment Date” means February 16, 2027.
“Class A-2B Note Interest Rate” means a rate per annum equal to Benchmark + 0.37%; provided, further, that for any interest accrual period for which the sum of Benchmark + 0.37% is less than 0.00%, the Class A-2B Note Interest Rate shall be deemed to be 0.00%.
“Class A-2B Notes” means the Class A-2B Notes (as defined in the Indenture).
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“Class A-3 Note Final Payment Date” means November 15, 2028.
“Class A-3 Note Interest Rate” means a rate per annum equal to 4.96%.
“Class A-3 Notes” means the Class A-3 Notes (as defined in the Indenture).
“Class A-4 Note Final Payment Date” means February 18, 2031.
“Class A-4 Note Interest Rate” means a rate per annum equal to 4.91%.
“Class A-4 Notes” means the Class A-4 Notes (as defined in the Indenture).
“Closing Date” means March 19, 2024.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Collection Account” means the account designated as such, established and maintained pursuant to Section 5.01.
“Collection Period” means, with respect to the first Payment Date, the period from and excluding the Cut-off Date through the Fiscal Month ending on March 24, 2024 and, with respect to each subsequent Payment Date, the Fiscal Month ending immediately preceding such Payment Date. Any amount stated “as of the close of business on the last day of a Collection Period” shall give effect to the following calculations as determined as of the end of the day on such last day: (1) all applications of collections and (2) all distributions to be made on the following Payment Date.
“Commission” means the United States Securities and Exchange Commission.
“Contract” means an agricultural or construction equipment retail installment sale or loan contract.
“Corporate Trust Office” means the office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at 190 South LaSalle Street, 7th Floor, Mail Code MK-IL-SL7R, Chicago, IL 60603, Attention: JDOT 2024; or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Seller, or the corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders and the Seller).
“Current Principal Distribution Amount” means, with respect to any Payment Date, an amount equal to the Note Value at the beginning of the related Collection Period less the Note Value at the end of that Collection Period.
“Cut-off Date” means January 28, 2024.
“Dealer” means the dealer who sold an item of Financed Equipment securing a Receivable.
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“Deere” means Deere & Company, a Delaware corporation, and its successors.
“Delinquent” means a Scheduled Payment determined by the Servicer to be past due in accordance with its normal practices, subject to Article IV relating to the administration and servicing of the Receivables.
“Delinquency Trigger” shall mean, with respect to a Collection Period, when (1) the ratio, expressed as a percentage, of (x) the Payoff Amount of all Receivables that are 60 or more days Delinquent as of the last day of such Collection Period (excluding Purchased Receivables and Liquidated Receivables) and (y) the Pool Balance as of the last day of such Collection Period, exceeds (2) the Delinquency Trigger Percentage.
“Delinquency Trigger Percentage” equals 14.60%.
“Delivery” when used with respect to Trust Account Property the perfection and priority in which is governed by Article 8 of the UCC or the Federal Book-Entry Regulations means:
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“Depositor” means the Seller in its capacity as Depositor under the Trust Agreement.
“Determination Date” means, with respect to any Payment Date, the second Business Day prior to such Payment Date.
“Eligible Deposit Account” means either (a) a segregated trust account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and holding such funds deposited in such account for the indenture trustee, so long as any of the unsecured debt obligations of such depository institution shall have a credit
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rating of at least “F1” or “A” from Fitch and a credit rating from each other Rating Agency in one of its generic rating categories which signifies investment grade.
“Eligible Institution” means (a) the corporate trust department of the Indenture Trustee, the Paying Agent or the Securities Intermediary; provided that the Indenture Trustee, the Paying Agent or the Securities Intermediary, as applicable, shall have a short-term issuer rating of at least “F1” from Fitch and its equivalent from each of the other Rating Agencies or a long-term issuer rating of at least “A” from Fitch and its equivalent from each of the other Rating Agencies or (b) a depository institution organized under the laws of the United States of America or any State or the District of Columbia (or any domestic branch of a foreign bank) with respect to which the Rating Agency Condition shall be satisfied and whose deposits are insured by the FDIC. If so qualified, the Indenture Trustee, the Owner Trustee, U.S. Bank Trust Company, National Association, U.S. Bank National Association, acting as Account Bank, or Computershare Delaware Trust Company may be considered an Eligible Institution for the purposes of clause (b) of this definition.
“Eligible Investments” mean book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:
(a)direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;
(b)demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or State banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term deposit or unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies, in the highest investment category granted thereby (without regard to any ‘+’ or ‘-’ modification to such rating);
(c)commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category granted thereby;
(d)investments in money market mutual funds having a rating at the time of such investment of no less than the highest rating applicable thereto by each of the Rating Agencies (including funds for which the Indenture Trustee or the Owner Trustee or any of their respective Affiliates is investment manager or advisor);
(e)bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;
(f)repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof, the obligations of which are backed by the full faith and credit of the United States of America, in
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either case entered into with a depository institution or trust company (acting as principal) described in clause (b);
(g)any other investment that would be an Eligible Investment solely by virtue of clause (b), (c), (d), (e) or (f) and has a remaining maturity of more than 30 days at the time of its acquisition by the Indenture Trustee, if the long-term unsecured debt rating of the obligor on such investment is at least “A1” by Moody’s and at least “F1+” or “AA-” by Fitch; and
(h) any other investment with respect to which the Rating Agency Condition is satisfied.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Exchange Act Reports” means information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
“FDIC” means the Federal Deposit Insurance Corporation.
“Financed Equipment” means an item of agricultural or construction equipment, together with all accessions thereto, which was purchased by an Obligor pursuant to the terms of the related Contract and securing such Obligor’s indebtedness under the respective Receivable.
“FINRA” means the Financial Industry Regulatory Authority, Inc.
“Fiscal Month” means a fiscal month specified in Schedule C, as may be amended from time to time by the delivery by the Servicer to the Seller, the Owner Trustee and the Indenture Trustee of a new Schedule C hereto listing the fiscal months; provided, however, that the fiscal months on any such new Schedule C shall have the ranges of number of days generally similar to the ranges of the number of days in the fiscal months set forth in the original Schedule C hereto and shall not result in a Collection Period that does not allow the Servicer a sufficient amount of time to perform the calculations required of it hereunder in respect of such Collection Period prior to the related Determination Date.
“Fitch” means Fitch Ratings, Inc., or its successor.
“Form 10-D Disclosure Item” shall mean with respect to any Person, any litigation or governmental proceedings pending against such Person, or any of the Trust, the Depositor, the Indenture Trustee, the Owner Trustee or the Servicer if such Person has actual knowledge thereof, in each case that would be material to the Noteholders.
“Form 10-K Disclosure Item” shall mean with respect to any Person, (a) any Form 10-D Disclosure Item and (b) any affiliations or relationships between such Person and any Item 1119 Party to the extent such Person has actual knowledge thereof.
“Indenture” means the Indenture dated as of March 19, 2024, between the Issuing Entity and the Indenture Trustee, as the same may be amended and supplemented from time to time.
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“Indenture Trustee” means U.S. Bank Trust Company, National Association solely in its capacity as indenture trustee under the Indenture and not in its individual capacity, its successors in interest and any successor indenture trustee under the Indenture.
“Initial Pool Balance” means the Pool Balance as of the Cut-off Date, which is $1,464,815,291.69.
“Insolvency Event” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable Federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable Federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.
“Insolvency Proceeds” shall have the meaning set forth in Section 9.01(b).
“Investment Earnings” means, with respect to any Payment Date, the investment earnings (net of losses and investment expenses) on amounts on deposit in the Trust Accounts to be deposited into the Collection Account on such Payment Date pursuant to Section 5.01(b).
“Item 1119 Party” shall mean the parties specified in Item 1119 of Regulation AB, which are the Issuing Entity, the Seller, JDCC, as the sponsor (as defined in Item 1101(l) of Regulation AB), the Servicer, the Sub-Servicer, the Indenture Trustee, the Asset Representations Reviewer, each Subcontractor and the Owner Trustee.
“JDCC” means John Deere Capital Corporation, a Delaware corporation, and its successors.
“JDCC System” shall mean the technology system used by the Seller comprised of proprietary and third party software, hardware and other related technology materials that permit the origination of electronic contracts entered into in connection with the sale of equipment and evidenced by a record or records consisting of information stored in an electronic medium and maintained in such system.
“Lien” means a security interest, lien, charge, pledge, equity or encumbrance of any kind, other than tax liens, mechanics’ liens and any liens which attach to the respective Receivable by operation of law as a result of any act or omission by the related Obligor.
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“Liquidated Receivable” means any Receivable liquidated by the Servicer through the sale or other disposition of the Financed Equipment or which the Servicer has determined to charge-off without realizing upon the Financed Equipment.
“Liquidation Proceeds” means, with respect to any Liquidated Receivable, the moneys collected in respect thereof, from whatever source (including the proceeds of insurance policies with respect to the related Financed Equipment or Obligor but excluding any amounts from Dealer reserves) on a Liquidated Receivable during the Fiscal Month in which such Receivable became a Liquidated Receivable, net of the sum of any amounts expended by the Servicer in connection with such liquidation and any amounts required by law to be remitted to the Obligor on such Liquidated Receivable.
“Moody’s” means Moody’s Investors Service, Inc., or its successor.
“Note Distribution Account” means the account designated as such, established and maintained pursuant to Section 5.01.
“Note Interest Rate” means the per annum interest rate borne by a Note.
“Note Monthly Principal Distributable Amount” means, for any Payment Date, the Principal Distributable Amount; provided, that the Note Monthly Principal Distributable Amount shall not exceed the aggregate outstanding principal balance of the Notes; provided, further, that on (i) the Class A-1 Note Final Payment Date, the Note Monthly Principal Distributable Amount will at least equal the outstanding principal balance of the Class A-1 Notes, (ii) the Class A-2 Note Final Payment Date, the Note Monthly Principal Distributable Amount will at least equal the aggregate outstanding principal balance of the Class A-2A Notes and the Class A-2B Notes (iii) the Class A-3 Note Final Payment Date, the Note Monthly Principal Distributable Amount will at least equal the outstanding principal balance of the Class A-3 Notes and (iv) the Class A-4 Note Final Payment Date, the Note Monthly Principal Distributable Amount will at least equal the outstanding principal balance of the Class A-4 Notes.
“Note Value” means, with respect to any day, the present value of the unpaid Scheduled Payments on the Receivables, discounted at an annual rate equal to 8.25%. For purposes of calculating Note Value, in the case of a defaulted Receivable: (a) prior to the time at which such defaulted Receivable becomes a Repossessed Receivable or a 180-day Receivable, the Scheduled Payments on such Receivable will be computed based on the amounts that would have been the Scheduled Payments had such default not occurred; (b) at the earlier of the time at which such defaulted Receivable becomes a Repossessed Receivable or a 180-day Receivable, the amount added to the Note Value with respect to such Receivable will be the estimated realizable value of such Receivable, as determined by the Servicer in accordance with its normal servicing procedures and (c) after the time such defaulted Receivable becomes a Liquidated Receivable, and after the payment of a Purchase Amount in respect of a Purchased Receivable, there shall be deemed to be no Scheduled Payments due on such Receivable.
“Noteholders’ Distributable Amount” means, with respect to any Payment Date, the sum of (a) the accrued and unpaid interest on the Notes for such Payment Date and (b) the Note Monthly Principal Distributable Amount.
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“Notes” means the Class A-1 Notes, the Class A-2A Notes, the Class A-2B Notes, the Class A-3 Notes and the Class A-4 Notes.
“Obligor” on a Receivable means the purchaser or co-purchasers of the Financed Equipment and any other Person who owes payments under the Receivable.
“Officers’ Certificate” means a certificate signed by (a) the chairman of the board, the president, any vice president, the treasurer or any assistant treasurer and (b) the secretary or any assistant secretary of the Seller or the Servicer, as appropriate.
“180-day Receivable”, with respect to any Collection Period, means any Receivable as to which a Scheduled Payment is 180 days or more Delinquent by the last day of such Collection Period and which has not become a Liquidated Receivable or a Repossessed Receivable; provided that a Receivable shall cease to be a 180-day Receivable if the Servicer subsequently receives payment in full of each Scheduled Payment that was previously 180 days or more Delinquent on such Receivable.
“Opinion of Counsel” means one or more written opinions of counsel who may be an employee of or counsel to the Seller or the Servicer, which counsel shall be acceptable to the Indenture Trustee, the Owner Trustee or the Rating Agencies, as applicable.
“Owner Trust Estate” has the meaning assigned to such term in the Trust Agreement.
“Owner Trustee” means Computershare Delaware Trust Company in its capacity as Owner Trustee under the Trust Agreement, its successors in interest and any successor owner trustee under the Trust Agreement.
“Panel” has the meaning assigned thereto in 11.02(c)(i).
“Payment Date” means the 15th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing April 15, 2024.
“Payoff Amount” means with respect to a Receivable as of the close of business on the last day of a Collection Period, the remaining principal balance of such Receivable, plus accrued but unpaid interest thereon, and related fees.
“Pool Balance” means, as of the close of business on the last day of a Collection Period, the aggregate Principal Balance of the Receivables (excluding Purchased Receivables and Liquidated Receivables) less the aggregate Write-Down Amount as of the last day of such Collection Period.
“Principal Balance” of a Receivable, as of the close of business on the last day of a Collection Period, means the Amount Financed minus the sum of (i) that portion of all Scheduled Payments paid on or prior to such day allocable to principal using the actuarial method, (ii) any payment of the Purchase Amount with respect to the Receivable purchased by the Servicer or repurchased by the Seller and allocable to principal, and (iii) any prepayment in full or any partial prepayments applied to reduce the Principal Balance of the Receivable.
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“Principal Carryover Shortfall” means, with respect to any Payment Date, the excess of (i) the Principal Distributable Amount for the immediately preceding Payment Date over (ii) the amount that was actually deposited into the Note Distribution Account and the Certificate Distribution Account, if applicable, on account of principal on such immediately preceding Payment Date.
“Principal Distributable Amount” means, with respect to any Payment Date, the sum of (i) the Current Principal Distribution Amount for such Payment Date and (ii) the Principal Carryover Shortfall for such Payment Date.
“Purchase Agreement” means the Purchase Agreement dated as of March 19, 2024, between the Seller and JDCC, as the same may be amended and supplemented from time to time.
“Purchase Amount” means with respect to a Receivable, the amount, as of the close of business on the last day of a Collection Period, required to prepay in full the Receivable under the terms thereof including interest to the last day of such Collection Period.
“Purchased Receivable” means a Receivable purchased as of the close of business on the last day of a Collection Period by the Servicer pursuant to Section 4.07 or repurchased as of such time by the Seller pursuant to Section 3.02.
“Rating Agencies” means Moody’s and Fitch. If no such organization or successor is in existence, “Rating Agency” shall be a nationally recognized statistical rating organization or other comparable Person designated by the Seller, notice of which designation shall be given to the Indenture Trustee, the Owner Trustee, the Servicer, and the Administrator.
“Rating Agency Condition” means, with respect to any action, (A) in the case of Moody’s, that Moody’s shall have been given 10 days (or such shorter period that is acceptable to Moody’s) prior notice thereof and that Moody’s shall have notified the Seller, the Servicer, the Owner Trustee and the Indenture Trustee in writing that such action will not result in a reduction or withdrawal of the then-current rating of the Notes and (B) in the case of Fitch, that Fitch shall have been given 10 Business Days’ (or such shorter period that is acceptable to Fitch) prior written notice thereof.
“Receivable” means any retail installment sale or loan contract listed on Schedule A hereto.
“Receivable Files” means the documents specified in Section 3.03.
“Recoveries” means, with respect to any Liquidated Receivable, monies collected in respect thereof, from whatever source (other than any amounts from Dealer reserves) after the Fiscal Month in which such Receivable became a Liquidated Receivable, net of the sum of any amounts expended by the Servicer for the account of the Obligor and any amounts required by law to be remitted to the Obligor.
“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in
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the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005) and Asset-Backed Securities and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57.184 (Sept. 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
“Regulation RR” means 17 C.F.R. Part 246, as such may be amended from time to time, and subject to such clarification and interpretation as may be provided by the Commission or its staff from time to time.
“Regulation S-X” means Regulation S-X, 17 C.F.R. §§210.1-01-210.12-29, as such may be amended from time to time, and subject to such clarification and interpretation as may be provided by the Commission or its staff from time to time.
“Reportable Event” shall mean any event required to be reported on Form 8-K, and in any event, the following:
(a)entry into a definitive agreement related to the Trust, the Notes or the Receivables, or an amendment to a transaction document, even if the Depositor is not a party to such agreement (e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(3) of Regulation AB);
(b)termination of a transaction document (other than by expiration of the agreement on its stated termination date or as a result of all parties completing their obligations under such agreement), even if the Depositor is not a party to such agreement (e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(3) of Regulation AB);
(c)with respect to the Servicer only, the occurrence of a Servicer Default;
(d)the resignation, removal, replacement or substitution of the Indenture Trustee or the Owner Trustee;
(e)with respect to the Indenture Trustee only, a required distribution to holders of the Notes is not made as of the required Payment Date under the Indenture; and
(f)with respect to the Servicer only, if the Servicer becomes aware of any bankruptcy or receivership of the Seller, the Depositor, the Indenture Trustee, the Owner Trustee, any enhancement or support provider contemplated by Item 1114(b) or 1115 of Regulation AB, or other material party contemplated by Item 1101(d)(1) of Regulation AB.
“Reporting Subcontractor” shall mean any Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB.
“Repossessed Receivable”, with respect to any Collection Period, means any defaulted Receivable as to which the Financed Equipment securing such defaulted Receivable has been repossessed by the last day of such Collection Period.
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“Repurchase Request” shall mean a request from the Indenture Trustee or any Noteholder to JDCC or the Seller requesting the repurchase of a Receivable pursuant to the terms of this Agreement, which request shall set forth (i) each Receivable that is subject to the Repurchase Request, (ii) the specific representation or warranty contained in Section 3.01 hereof or Section 3.02(b) of the Purchase Agreement it alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interests of the Noteholders or the Issuing Entity in such Receivable.
“Repurchase Response Notice” shall mean a notice delivered by the Depositor or Sponsor to the Indenture Trustee for further delivery by the Indenture Trustee to a Noteholder or Note Owner indicating that a Repurchase Request is unresolved and informing such Noteholder or Note Owner that it has 30 days from the date of such notice to refer the matter to dispute resolution.
“Requesting Noteholders” has the meaning assigned thereto in Section 12.01 of the Indenture.
“Requesting Party” has the meaning assigned thereto in Section 3.02.
“Reserve Account” means the account designated as such, established and maintained pursuant to Section 5.01.
“Reserve Account Initial Deposit” means, with respect to the Closing Date, $13,852,155.10.
“Review Report” has the meaning assigned thereto in the Asset Representations Review Agreement.
“Scheduled Payment” on a Receivable, means the scheduled periodic payment of principal and, if applicable, interest required to be made by the Obligor.
“Seller” means John Deere Receivables LLC, a Nevada limited liability company, and its successors in interest to the extent permitted hereunder.
“Servicer” means JDCC, as the servicer of the Receivables, and each successor to JDCC (in the same capacity) pursuant to Section 7.03 or 8.02.
“Servicer Default” means an event specified in Section 8.01.
“Servicer’s Certificate” means an Officers’ Certificate of the Servicer delivered pursuant to Section 4.09, substantially in the form of Schedule D.
“Servicing Criteria” shall mean the “servicing criteria” set forth in Item 1122(d) of Regulation AB.
“Servicing Fee” means the fee payable to the Servicer for services rendered during the respective Collection Period, determined pursuant to Section 4.08.
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“Servicing Fee Rate” means 1.00% per annum.
“SOFR” means the secured overnight financing rate published by the FRBNY at the FRBNY’s website, which is located at https://apps.newyorkfed.org/markets/autorates/sofr-avg-ind. As of the Closing Date, “SOFR” will be “30-day average SOFR” which for any SOFR determination date is the average of SOFR for the preceding 30 calendar days, compounded daily on business days.
“Specified Reserve Account Balance” means, except as otherwise provided in the following paragraph, with respect to any Payment Date, $13,852,155.10, which is 1.00% of the initial Note Value.
Upon the final distribution on the Certificate, the Specified Reserve Account Balance shall be zero. The Specified Reserve Account Balance may be reduced or the definition otherwise modified without the consent of the Noteholders and the Certificateholder, provided that the Rating Agency Condition is satisfied and provided, further, that the Owner Trustee obtains an Opinion of Counsel confirming that the reduction or modification will not change the tax classification of the Notes as indebtedness, and provided, further, that the reduction of the Specified Reserve Account Balance or other modification to such definition is not prohibited by Regulation RR.
“Standard & Poor’s” means S&P Global Ratings, or any successor to the business thereof.
“Subcontractor” shall mean any vendor, subcontractor or other Person that is not responsible for the overall servicing of Receivables but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Receivables under the direction or authority of the Indenture Trustee.
“Sub-Servicer” means Deere Credit Services, Inc., a Delaware corporation, and each successor to Deere Credit Services, Inc. (in the same capacity) pursuant to Section 4.14.
“Total Distribution Amount” means, for each Payment Date, the sum of the aggregate collections in respect of Receivables (including Liquidation Proceeds and Purchase Amounts) received during the related Collection Period, plus Investment Earnings.
“Transfer Date” means, with respect to any Payment Date, the Business Day preceding such Payment Date.
“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.
“Trust” means the Issuing Entity.
“Trust Account Property” means the Trust Accounts, all amounts and investments held from time to time in any Trust Account (whether in the form of deposit accounts, book entry
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securities, uncertificated securities or otherwise), including the Reserve Account Initial Deposit, and all proceeds of the foregoing.
“Trust Accounts” has the meaning assigned thereto in Section 5.01(b).
“Trust Agreement” means the Trust Agreement dated as of March 18, 2024, between the Seller and the Owner Trustee, as the same may be amended and supplemented from time to time.
“Trust Estate” means the Trust Estate (as defined in the Indenture).
“Trust Officer” means, in the case of the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee who shall have direct responsibility for the administration of the Indenture, including any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and, with respect to the Owner Trustee, any officer in the Corporate Trust Services Department of the Owner Trustee with direct responsibility for the administration of the Trust Agreement and the Basic Documents on behalf of the Owner Trustee.
“UCC” means the Uniform Commercial Code.
“Write-Down Amount” means, for any Collection Period for any 180-day Receivable or Repossessed Receivable, the excess of (a) the Principal Balance plus accrued and unpaid interest of such Receivable as of the last day of the Collection Period during which such Receivable became a 180-day Receivable or Repossessed Receivable, as the case may be, over (b) the estimated realizable value of such Receivable, as determined by the Servicer in accordance with its normal servicing procedures for the related Collection Period, which amount may be adjusted to zero by the Servicer in accordance with its normal servicing procedures if such Receivable has ceased to be a 180-day Receivable as provided in the definition of “180-day Receivable.”
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(a) | all right, title and interest of the Seller in and to the Receivables, and all moneys due thereon after the Cut-off Date; |
(b) | the interest of the Seller in the security interests in the Financed Equipment granted by Obligors pursuant to the Receivables and any other interest of the Seller in the Financed Equipment; |
(c) | the interest of the Seller in any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Equipment or Obligors; |
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(d) | all right, title and interest of the Seller in and to the Purchase Agreement, including the right of the Seller to cause JDCC to repurchase Receivables from the Seller under certain circumstances; and |
(e) | the proceeds of any and all of the foregoing. |
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Request from a Noteholder, such Repurchase Request shall initially be provided to the Indenture Trustee. Unless any such breach shall have been cured by the last day of the second month following the month of the discovery thereof by the Seller or JDCC or receipt by JDCC or the Seller of written notice from the Seller, the Servicer, the Sub-Servicer, the Indenture Trustee or the Owner Trustee, as applicable, of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Issuing Entity shall enforce the obligation of JDCC under the Purchase Agreement, to repurchase the related Receivable if the breach materially and adversely affects the interest of the Issuing Entity or the Noteholders in such Receivable, as of such last day (or, at the Seller’s option, the last day of the first month following the month of the discovery). In consideration of the repurchase of the Receivable, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.03; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of JDCC’s representations and warranties pursuant to Section 3.02(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from JDCC. For the avoidance of doubt, the Indenture Trustee’s obligations with respect to any Repurchase Request shall be limited as set forth in Section 12.03 of the Indenture.
In addition, if the Seller or JDCC receives a Repurchase Request from any Noteholder or from the Indenture Trustee, the Seller shall evaluate such request, and if the request has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased within 180 days after the receipt of such request by JDCC or the Seller, as applicable (which if sent by a Noteholder to the Indenture Trustee, will be forwarded by the Indenture Trustee to the Seller and JDCC), the party making the Repurchase Request (the “Requesting Party”) may refer the Repurchase Request to an ADR Proceeding, at its discretion, pursuant to Section 11.02 by filing in accordance with the applicable Arbitration Rules and providing a notice to the Seller and JDCC. The Servicer shall deliver a Repurchase Response Notice to the Indenture Trustee at the end of such 180-day period, and, if the Requesting Party was a Noteholder, the Indenture Trustee shall forward the Repurchase Response Notice to the Requesting Party. Any election to refer a Repurchase Request to an ADR Proceeding must be delivered to the Seller and JDCC (i) within the applicable statute of limitations period and (ii) within 30 days of the delivery by the Servicer of the Repurchase Response Notice.
Subject to the provisions of Section 6.03 and Section 11.02, the only remedy of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholder with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein or to enforce JDCC’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. None of the Servicer, the Issuing Entity, the Owner Trustee, the Indenture Trustee or the Administrator shall have a duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section or to monitor repurchase activity or to independently determine whether a Repurchase Request remains unresolved after 180 days. Any action by the Indenture Trustee as Requesting Party under Sections 3.02 and 11.02 of this Agreement shall be subject to the provisions of Section 12.03 of the Indenture.
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(“Custodian”) of the Issuing Entity and the Indenture Trustee of the following documents or instruments which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuing Entity with respect to each Receivable:
(a) | (i) in the case of each Receivable constituting “tangible chattel paper” (as defined in Section 9-102(a)(78) of the UCC), the fully-executed original of such Receivable or (ii) in the case of each Receivable constituting “electronic chattel paper” (as defined in Section 9-102(a)(31) of the UCC), the “authoritative copy” (within the meaning of Section 9-105 of the UCC) of such Receivable; |
(b) | the original or a copy of the credit application fully executed by the Obligor; |
(c) | the original certificate of title (or a secured party copy thereof), the file-stamped copy of the UCC financing statement or such other documents that the Seller or JDCC shall keep on file, in accordance with its customary procedures, evidencing the security interest of Deere & Company or an affiliate of Deere & Company in the Financed Equipment; and |
(d) | any and all other documents that JDCC or the Seller shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or Financed Equipment. |
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The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” (within the meaning of Section 9-105 of the UCC) of the Receivables
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constituting electronic chattel paper, (a) if the Servicer’s appointment as custodian has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer as provided in Section 10.02(f) or (b) otherwise, unless otherwise instructed by the Indenture Trustee, an authorized representative of JDCC shall use commercially reasonable efforts to convert the “authoritative copy” into tangible form by permanently removing such authoritative copy from the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original.” Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the possession of the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate. The Servicer shall pay the fees of any other Person acting as custodian of the Receivables Files.
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as it follows with respect to all comparable equipment receivables that it services for itself or others. In connection therewith, the Servicer may grant extensions, rebates or adjustments on a Receivable in accordance with its customary collection procedures with respect to all comparable equipment receivables that it services for itself or others; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond January 16, 2030, it shall promptly purchase the Receivable from the Issuing Entity in accordance with the terms of Section 4.07; provided, further, that the Servicer shall not extend the final Scheduled Payment for the sole purpose of purchasing the Receivables from the Issuing Entity. The Servicer may, in its discretion, waive any additional interest above the related APR due on late Scheduled Payments or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate on any Receivable and shall not agree to waive the repayment of the Amount Financed, or any portion thereof, on a Receivable. Notwithstanding anything in this Agreement to the contrary, any Recoveries shall be paid to the Seller and the related Liquidated Receivable shall be assigned by the Trust to the Seller.
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increase the number of scheduled payments due under a Receivable except in accordance with the terms thereof or the terms of Section 4.02.
So long as JDCC is the Servicer, it shall do all things necessary to retain “control” within the meaning of Section 9-105 of the UCC of each Receivable constituting “electronic chattel paper” as defined in Section 9-102(a)(31) of the UCC, including maintaining in place the JDCC System and all related policies and procedures and taking all action in compliance with such policies and procedures, as described in the factual assumptions set forth in the opinion letter of Kirkland & Ellis LLP dated March 19, 2024, addressing the issue of perfection by control of electronic chattel paper.
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and, if such trigger has occurred, together with reasonably detailed calculations thereof. Neither the Owner Trustee nor the Indenture Trustee shall be required to determine, confirm or recalculate the information contained in the Servicer’s Certificate.
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The fees and expenses of the Sub-Servicer shall be as agreed between the Servicer and its Sub-Servicer from time-to-time and none of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder or the Noteholders shall have any responsibility therefor. If at any time the Sub-Servicer shall fail to comply with any of its obligations under Section 4.16 of this Agreement during the period that the Seller is required to file Exchange Act Reports with respect to the Trust and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions), then the Seller may remove the Sub-Servicer.
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Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of the Indenture, the Indenture Trustee shall mail to each Person who at any time during such calendar year shall have been a Noteholder and received any payment thereon, a statement containing the amounts described in subclauses (i) and (ii) of Section 5.06(a) (other than information relating to the Note Interest Rates) above and any other information required by applicable tax laws, for the purposes of such Noteholder’s preparation of Federal income tax returns.
The Indenture Trustee shall only be required to provide to the Noteholders the information furnished to it by the Servicer.
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with respect to the Collection Period. The Servicer, however, will account to the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholder as if all deposits, distributions and transfers were made individually.
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notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and Indenture Trustee, respectively, in the Receivables and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b) or (c) above.
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(i) The Servicer shall pay the expenses associated with replacing the Indenture Trustee with a successor indenture trustee, unless the removal of the Indenture Trustee is a result of the willful misconduct, negligence or bad faith of the Indenture Trustee as determined by a final non-appealable order by a court of competent jurisdiction, in which case the removed Indenture Trustee will be responsible for such expenses.
For purposes of this Section 7.02, in the event of the termination of the rights and obligations of JDCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.
Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation and any costs of enforcement of the Servicer’s indemnification obligation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made
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thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.
Except as provided in this Agreement, neither the Servicer nor the Sub-Servicer shall be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in
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its opinion may involve it in any expense or liability; provided, however, that the Servicer or the Sub-Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the Basic Documents and the rights and duties of the parties to this Agreement and the Basic Documents and the interests of the Certificateholder under this Agreement and the Noteholders under the Indenture.
(a) | any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom that shall continue unremedied for a period of three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or |
(b) | failure on the part of the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholder or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Seller (as the case may be) by the |
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Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes or the Certificateholder (as defined in the Trust Agreement); or |
(c) | an Insolvency Event occurs with respect to the Servicer; |
then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee (so long as a Trust Officer of the Indenture Trustee has received notice or has actual knowledge of such Servicer Default), or the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all relevant documents, data and cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable and the successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so deliver. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer (including any such transfer effected in accordance with Section 10.02(f)) and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Administrator, which shall make such notice available to the Rating Agencies.
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accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.
Any investments on deposit in the Reserve Account and the Note Distribution Account which will not mature on or before such Payment Date shall be sold by the Indenture
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Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Transfer Date preceding such Payment Date. Any Insolvency Proceeds remaining after the deposits described above shall be paid to the Seller.
In addition, this Agreement may be amended by the parties hereto without the consent of any Noteholder or Certificateholder in connection with any SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes to be made by the Administrator; provided, however, that the parties hereto may not make any such amendment unless (x) the Issuing Entity has delivered notice of such amendment to each Rating Agency on or prior to the date such amendment is executed and (y) any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes will not affect the Owner Trustee’s, Indenture Trustee’s or Paying Agent’s rights, indemnities or obligations without the Owner Trustee’s, Indenture Trustee’s or Paying Agent’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Agreement may be retroactive (including retroactive to the Benchmark Replacement Date) and this Agreement may be amended more than
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once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.
This Agreement may also be amended from time to time, with 10 days prior written notice made available to each of the Rating Agencies by the Administrator, by the Seller, the Servicer and the Owner Trustee, with the consent of the Indenture Trustee, the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holder of the Certificate, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or remove the consent right of the Holder of the Certificate, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the consent of the Certificateholder, as applicable.
Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder.
It shall not be necessary for the consent of the Certificateholder or the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.
Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 10.02(j)(1) and that all conditions precedent have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.
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(1)promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary to fully preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(2)within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.
Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.
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Treasurer, Deere & Company, One John Deere Place, Moline, Illinois 61265-8098 (309-748-5252), (b) in the case of the Servicer, to John Deere Capital Corporation, P.O. Box 5328, Madison, Wisconsin, 53705-0328, Attention: Manager (800-438-7394), and in each case, with a copy to Assistant Treasurer, Deere & Company, One John Deere Place, Moline, Illinois 61265-8098 (309-748-5252), (c) in the case of the Issuing Entity or the Owner Trustee, at the Corporate Trust Office (as defined in the Trust Agreement), (d) in the case of the Indenture Trustee, at the Corporate Trust Office, (e) in the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, (f) in the case of Fitch, to Fitch Ratings, Inc., 33 Whitehall Street, New York, New York 10004, Attention: ABS Surveillance, and (g) in the case of the Asset Representations Reviewer, via electronic mail to ARRNotices@clayton.com and to Clayton Fixed Income Services LLC, 2638 Falkenburg Road, Riverview, FL 33578, Attention: SVP, with a copy to Covius Services, LLC, 720 S. Colorado Blvd, Suite 200, Glendale, CO 80246, Attention: Legal Department; or, as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.
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National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC, in each case to the extent applicable (collectively, “Signature Law”). Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings and authentication of securities when required under the UCC or other Signature Law due to the character or intended character of the writings.
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provided that in each case, the Panel may modify such time limits if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the parties.
provided that in each case, the Panel may modify such time limits if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the parties.
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dealer or similar document. A Noteholder or Note Owner, as applicable, that delivers a request to communicate with other Noteholders or Note Owners will be deemed to have certified to the Servicer that its request relates solely to a possible exercise of rights under the Indenture or the other Basic Documents, and will not be used for other purposes. On receipt of such a request, the Servicer will include in the Form 10-D to be filed for the Collection Period in which the request was received (A) a statement that the Servicer has received a communication request from a Noteholder or Note Owner, as applicable, that is interested in communicating with other Noteholders or Note Owners about a possible exercise of rights under the Indenture or the other Basic Documents, (B) the name of the requesting Noteholder or Note Owner, (C) the date the request was received and (D) a description of the method by which the other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner. The Servicer is not required to include any additional information regarding the Noteholder or Note Owner and its request in the Form 10-D, and is required to disclose a Noteholder’s or a Note Owner’s request only where the communication relates to the exercise by a Noteholder or Note Owner of its rights under the Basic Documents. The Servicer will be responsible for the expenses associated with including in the Form 10-D the information set forth in this Section 11.03.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.
JOHN DEERE OWNER TRUST 2024
By: Computershare Delaware Trust Company, not in its individual capacity but solely as Owner Trustee on behalf of the Trust,
By: /s/ Tracy M. McLamb
Name: Tracy M. McLamb
Title: Vice President
JOHN DEERE RECEIVABLES LLC,
Seller,
By: /s/ Larry J. Gant
Name: Larry J. Gant
Title: Assistant Secretary and Assistant Treasurer
JOHN DEERE CAPITAL CORPORATION, Servicer,
By: /s/ Larry J. Gant
Name: Larry J. Gant
Title: Assistant Secretary and Assistant Treasurer
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Acknowledged, Accepted and Agreed:
Computershare Delaware Trust Company,
not in its individual capacity but solely
as Owner Trustee,
By: /s/ Tracy M. McLamb
Name: Tracy M. McLamb
Title: Vice President
Acknowledged, Accepted and Agreed:
U.S. Bank Trust Company, National Association,
not in its individual capacity but solely
as Indenture Trustee,
By: /s/ Juan S. Hernandez
Name: Juan S. Hernandez
Title: Assistant Vice President
Acknowledged, Accepted and Agreed:
U.S. Bank National Association,
not in its individual capacity but solely
as Account Bank, with respect to Article V
By: /s/ Juan S. Hernandez
Name: Juan S. Hernandez
Title: Assistant Vice President
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SCHEDULE A
Schedule of Receivables
Documents on file at:
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
SCHEDULE B
Location of Receivable Files
6400 NW 86th Street
Johnston, Iowa 50131
SCHEDULE C
FISCAL MONTH CUTOFF DATES (BY FISCAL YEAR)
Fiscal Month | Calendar Month | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 |
1 | November | 26-Nov-23 | 24-Nov-24 | 30-Nov-25 | 29-Nov-26 | 28-Nov-27 | 26-Nov-28 | 25-Nov-29 | 24-Nov-30 |
2 | December | 24-Dec-23 | 22-Dec-24 | 28-Dec-25 | 27-Dec-26 | 26-Dec-27 | 24-Dec-28 | 23-Dec-29 | 22-Dec-30 |
3 | January | 28-Jan-24 | 26-Jan-25 | 1-Feb-26 | 31-Jan-27 | 30-Jan-28 | 28-Jan-29 | 27-Jan-30 | 26-Jan-31 |
4 | February | 25-Feb-24 | 23-Feb-25 | 1-Mar-26 | 28-Feb-27 | 27-Feb-28 | 25-Feb-29 | 24-Feb-30 | 23-Feb-31 |
5 | March | 24-Mar-24 | 23-Mar-25 | 29-Mar-26 | 28-Mar-27 | 26-Mar-28 | 25-Mar-29 | 24-Mar-30 | 23-Mar-31 |
6 | April | 28-Apr-24 | 27-Apr-25 | 3-May-26 | 2-May-27 | 30-Apr-28 | 29-Apr-29 | 28-Apr-30 | 27-Apr-31 |
7 | May | 26-May-24 | 25-May-25 | 31-May-26 | 30-May-27 | 28-May-28 | 27-May-29 | 26-May-30 | 25-May-31 |
8 | June | 23-Jun-24 | 22-Jun-25 | 28-Jun-26 | 27-Jun-27 | 25-Jun-28 | 24-Jun-29 | 23-Jun-30 | 22-Jun-31 |
9 | July | 28-Jul-24 | 27-Jul-25 | 2-Aug-26 | 1-Aug-27 | 30-Jul-28 | 29-Jul-29 | 28-Jul-30 | 27-Jul-31 |
10 | August | 25-Aug-24 | 24-Aug-25 | 30-Aug-26 | 29-Aug-27 | 27-Aug-28 | 26-Aug-29 | 25-Aug-30 | 24-Aug-31 |
11 | September | 22-Sept-24 | 28-Sept-25 | 27-Sept-26 | 26-Sep-27 | 24-Sep-28 | 23-Sep-29 | 22-Sep-30 | 28-Sep-31 |
12 | October | 27-Oct-24 | 2-Nov-25 | 1-Nov-26 | 31-Oct-27 | 29-Oct-28 | 28-Oct-29 | 27-Oct-30 | 02-Nov-31 |
SCHEDULE D
Servicer’s Certificate
The undersigned hereby certify that (i) they are, respectively, a duly elected Senior Vice President and Assistant Secretary of John Deere Capital Corporation and (ii) this Servicing Certificate complies with the requirements of, and is being delivered pursuant to, Section 4.09 of the Sale and Servicing Agreement (the “Sale and Servicing Agreement”) dated as of March 19, 2024 between John Deere Owner Trust 2024, John Deere Receivables LLC and John Deere Capital Corporation.
Dated:
Name:
Title: Senior Vice President
Name:
Title: Assistant Secretary
SCHEDULE E
Statement to Certificateholder
pursuant to Section 5.06(a)
SOFR as of the SOFR determination date:
Class A-2B interest rate:
Payment Date:
(1) | Amount of principal being paid or distributed: |
(a) | Class A-1 Notes: |
(b) | Class A-2A Notes: |
(c) | Class A-2B Notes: |
(d) | Class A-3 Notes: |
(e) | Class A-4 Notes: |
(f) | Total: |
(2)(a)Amount of interest being paid or distributed:
(i) | Class A-1 Notes: |
(ii) | Class A-2A Notes: |
(iii) | Class A-2B Notes: |
(iv) | Class A-3 Notes: |
(v) | Class A-4 Notes: |
(vi) | Total: |
(3)(a)Pool Balance at end of related Collection Period:
(b) | Note Value at end of related Collection Period: |
(c) | Amount of Overcollateralization (i.e., the Note Value less the aggregate principal amount of the Notes) at end of related Collection Period: |
(4) | After giving effect to distributions on this Payment Date: |
(a)(i)Outstanding principal amount of Class A-1 Notes:
(ii) | A-1 Note Pool Factor: |
(b)(i)Outstanding principal amount of Class A-2A Notes:
(ii) | A-2A Note Pool Factor: |
(c)(i)Outstanding principal amount of Class A-2B Notes:
(ii)A-2B Note Pool Factor:
(d)(i)Outstanding principal amount of Class A-3 Notes:
(ii) | A-3 Note Pool Factor: |
(e)(i)Outstanding principal amount of Class A-4 Notes:
(ii) | A-4 Note Pool Factor: |
(5)(a)Amount of Servicing Fee:
(i) | per $1,000 original principal amount of Notes and Certificate: |
(b) | Amount of Servicing Fee earned: |
(c) | Amount of Servicing Fee paid: |
(d) | Amount of Servicing Fee shortfall: |
(6) | Amount of Administration Fee: |
(7) | Amount paid to Indenture Trustee: |
(8) | Amount paid to Owner Trustee: |
(9) | Amount paid to Asset Representations Reviewer: |
(a)Section 5.04(iii) – Asset Representations Review Fees
(b)Section 5.04(ix) – Asset Representations Review Fees
(10) | Amount paid to Certificateholder: |
(11)(a)Amount in Reserve Account:
(b)Specified Reserve Account Balance:
(12)(i)Payoff Amount of Receivables 60 days or more past due:
(ii) | Payoff Amount of Receivables 60 days or more past due as a percent of the Pool Balance at the end of the related Collection Period: |
(13)(i)Aggregate amount of net losses for the collection period:
(ii) | Cumulative amount of net losses: |
(iii) | Cumulative net losses as a percent of initial Pool Balance (Cumulative Net Loss Ratio): |
(14)(a)Number of Receivables that were the subject of a repurchase demand in the related Collection Period:
(i) | Aggregate Principal Balance of Receivables: |
(ii) | % of Pool Balance: |
(b) | Number of Purchased Receivables in the related Collection Period: |
(i) | Aggregate Principal Balance of Purchased Receivables: |
(ii) | % of Pool Balance: |
(c) | Number of Receivables pending repurchase (within cure period) in the related Collection Period: |
(i) | Aggregate Principal Balance of Receivables: |
(ii) | % of Pool Balance: |
(d) | Number of repurchase demands in dispute in the related Collection Period: |
(i) | Aggregate Principal Balance of related Receivables: |
(ii) | % of Pool Balance: |
(e) | Number of repurchase demands withdrawn in the related Collection Period: |
(i) | Aggregate Principal Balance of related Receivables: |
(ii) | % of Pool Balance: |
(f) | Number of repurchase demands rejected in the related Collection Period: |
(i) | Aggregate Principal Balance of related Receivables: |
(ii) | % of Pool Balance: |
SCHEDULE F
Statement for Noteholders
pursuant to Section 5.06(a)
SOFR as of the SOFR determination date:
Class A-2B interest rate:
Payment Date:
(1) | Before giving effect to distributions on this Payment Date: |
(a)(i)outstanding principal amount of Class A-1 Notes:
(ii) | A-1 Note Pool Factor |
(b)(i)outstanding principal amount of Class A-2A Notes:
(ii) | A-2A Note Pool Factor |
(c)(i)outstanding principal amount of Class A-2B Notes:
(ii) | A-2B Note Pool Factor |
(d)(i)outstanding principal amount of Class A-3 Notes:
(ii) | A-3 Note Pool Factor |
(e)(i)outstanding principal amount of Class A-4 Notes:
(ii) | A-4 Note Pool Factor |
(2) | Amount of principal being paid on Notes: |
(a) | Class A-1 Notes: |
(b) | Class A-2A Notes: |
(c) | Class A-2B Notes: |
(d) | Class A-3 Notes: |
(e) | Class A-4 Notes: |
(f) | Total: |
(3)(a)Amount of interest being paid on Notes:
(i) | Class A-1 Notes: |
(ii) | Class A-2A Notes: |
(iii) | Class A-2B Notes: |
(iv) | Class A-3 Notes: |
(v) | Class A-4 Notes: |
(vi) | Total: |
(4)(a)Pool Balance (excluding accrued interest):
(i) | at beginning of related Collection Period: |
(ii) | at end of related Collection Period: |
(b) | Note Value: |
(i) | at beginning of related Collection Period: |
(ii) | at end of related Collection Period: |
(c) | Overcollateralization (i.e., the Note Value less the aggregate principal amount of the Notes): |
(i) | at beginning of related Collection Period: |
(ii) | at end of related Collection Period: |
(5) | After giving effect to distributions on this Payment Date: |
(a)(i)Outstanding principal amount of Class A-1 Notes:
(ii) | A-1 Note Pool Factor: |
(b)(i)Outstanding principal amount of Class A-2A Notes:
(ii) | A-2A Note Pool Factor: |
(c)(i)Outstanding principal amount of Class A-2B Notes:
(ii)A-2B Note Pool Factor:
(d)(i)Outstanding principal amount of Class A-3 Notes:
(ii) | A-3 Note Pool Factor: |
(e)(i)Outstanding principal amount of Class A-4 Notes:
(ii) | A-4 Note Pool Factor: |
(6)(a)Amount of Servicing Fee:
per $1,000 original principal amount of Notes and Certificate:
(b) | Amount of Servicing Fee earned: |
(c) | Amount of Servicing Fee paid: |
(d) | Amount of Servicing Fee shortfall: |
(7) | Amount of Administration Fee: |
(8) | Amount of Asset Representations Review Fees (max $200,000 for any calendar year) |
(9) | Amount paid to Certificateholder |
(10)(a)Amount in Reserve Account:
(b)Specified Reserve Account Balance:
(11) (a)Payoff Amount of Receivables 30-59 days past due as of the end of the period
(i) Number of Receivables 30-59 days past due as of the end of the period
(ii) Payoff Amount of Receivables 30-59 days past due as a percent of ending Pool Balance
(b)Payoff Amount of Receivables 60-89 days past due as of the end of the period
(i) Number of Receivables 60-89 days past due as of the end of the period
(ii) Payoff Amount of Receivables 60-89 days past due as a percent of ending Pool Balance
(c)Payoff Amount of Receivables 90-119 days past due as of the end of the period
(i) Number of Receivables 90-119 days past due as of the end of the period
(ii) Payoff Amount of Receivables 90-119 days past due as a percent of ending Pool Balance
(d)Payoff Amount of Receivables 120-149 days past due as of the end of the period
(i) Number of Receivables 120-149 days past due as of the end of the period
(ii) Payoff Amount of Receivables 120-149 days past due as a percent of ending Pool Balance
(e)Payoff Amount of Receivables 150-179 days past due as of the end of the period
(i) Number of Receivables 150-179 days past due as of the end of the period
(ii) Payoff Amount of Receivables 150-179 days past due as a percent of ending Pool Balance
(f)Payoff Amount of Receivables 180 or more days past due as of the end of the period
(i) Number of Receivables 180 or more days past due as of the end of the period
(ii) Payoff Amount of Receivables 180 or more days past due as a percent of ending Pool Balance
(g)Total Payoff Amount of Receivables 30 or more days past due as of the end of the period
(i) Number of Receivables 30 or more days past due as of the end of the period
(ii) Payoff Amount of Receivables 30 days or more past due as a percent of ending Pool Balance
(12)(i)Payoff Amount of Receivables 60 days or more past due:
(ii) | Payoff Amount of Receivables 60 days or more past due as a percent of the Pool Balance at the end of the related Collection Period: |
(13)(a)Current Period Loss Information:
(i)Realized losses to the Trust as of liquidation date (Gross Losses):
(ii)Change in accrued loss on Receivables 180 or more days past due and unliquidated repossessed inventory1:
(iii)Proceeds to the Trust after liquidation of Receivables (Recoveries):
(iv)Aggregate amount of Net Losses (i+ii+iii)1:
(v)Change in amount (Pay-off Amount) of Receivables 180 or more days past due1:
(vi)Change in amount (Principal Balance) of Receivables with repossessed liquidated and unliquidated equipment:
(vii)Change in number of Receivables with Recoveries:
(viii)Change in number of Receivables with Net Losses1:
(ix)Aggregate Net Loss as a percent of Initial Pool Balance1:
(x)Aggregate Net Loss as a percent of average Pool Balance1:
(xi)Change in Cumulative Average Net Loss amount for period1:
(b)Cumulative Loss Information:
(i)Realized losses to the Trust as of liquidation date (Gross Losses):
(ii)Accrued loss on Receivables 180 or more days past due and unliquidated repossessed inventory:
(iii)Proceeds to the Trust after liquidation of Receivables (Recoveries):
(iv)Aggregate amount of Net Losses (i+ii+iii):
(v)Amount (Pay-off) of Receivables 180 day or more past due:
(vi)Amount (Principal) of Receivables with repossessed liquidated and unliquidated equipment:
(vii)Number of Receivables with Recoveries:
(viii)Number of Receivables with Net Losses:
(ix)Aggregate Net Loss as a percent of Initial Pool Balance:
(x)Aggregate Net Loss as a percent of average Pool Balance:
(xi)Average Net Loss amount (iv/viii):
(14)(a)Delinquency Trigger:
(b)Payoff Amount of Receivables 60 or more days past due as a percent of ending Pool Balance:
(c)Delinquency Trigger Occurred: Y/N
(15)(a)Number of Receivables that were the subject of a repurchase demand in the related Collection Period:
(i) | Aggregate Principal Balance of Receivables: |
(ii) | % of Pool Balance: |
(b) | Number of Purchased Receivables in the related Collection Period: |
(i) | Aggregate Principal Balance of Purchased Receivables: |
(ii) | % of Pool Balance: |
(c) | Number of Receivables pending repurchase (within cure period) in the related Collection Period: |
(i) | Aggregate Principal Balance of Receivables: |
(ii) | % of Pool Balance: |
(d) | Number of repurchase demands in dispute in the related Collection Period: |
(i) | Aggregate Principal Balance of related Receivables: |
(ii) | % of Pool Balance: |
(e) | Number of repurchase demands withdrawn in the related Collection Period: |
(i) | Aggregate Principal Balance of related Receivables: |
(ii) | % of Pool Balance: |
(f) | Number of repurchase demands rejected in the related Collection Period: |
(i) | Aggregate Principal Balance of related Receivables: |
(ii) | % of Pool Balance: |
1 | Activity for the current period could result in a negative value as a result of Receivables 180 days or more past due becoming current, unliquidated repossessed equipment being liquidated and activity for those Receivables being moved to the realized loss line item (13(a)(i)), and/or loss estimates for Receivables 180 days or more past due and/or repossessed equipment that has not been liquidated changing as compared to estimates for prior periods. |
SCHEDULE G
Instructions to the Trustee for payments and deposits pursuant to Section 5.04(b) of the Sale and Servicing Agreement:
(i) | Payment Date: |
(ii) | Payment of Servicing Fee (including any previously unpaid Servicing Fees) to Servicer (if JDCC or an Affiliate is not the Servicer): |
(iii) | Payments to Swap Counterparty: |
(iv) | Payment of Administration Fee to Administrator: |
(v) | Accrued and unpaid interest on the Notes for such Payment Date: |
(vi) | Note Monthly Principal Distributable Amount to be deposited into Note Distribution Account: |
(vii) | Deposit to Reserve Account to increase the amounts on deposit in the Reserve Account to the Specified Reserve Account Balance: |
(viii) | Payment of Servicing Fee (including any previously unpaid Servicing Fees) to Servicer (if JDCC or an Affiliate is the Servicer): |
(x) | Payment to Certificateholder: |
APPENDIX A
Servicing Criteria
The assessment of compliance to be delivered by the Indenture Trustee shall address the criteria identified below.
Reference | Servicing Criteria |
1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. |
1122(d)(2)(iv) | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. |
1122(d)(2)(v) | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. |
1122(d)(3)(ii) | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. |
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. |
1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. |
Exhibit 99.3
JOHN DEERE OWNER TRUST 2024,
as Issuer,
JOHN DEERE CAPITAL CORPORATION,
as Administrator,
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Indenture Trustee
ADMINISTRATION AGREEMENT
Dated as of March 19, 2024
ADMINISTRATION AGREEMENT, dated as of March 19, 2024, among JOHN DEERE OWNER TRUST 2024, a Delaware statutory trust (the “Issuing Entity”), JOHN DEERE CAPITAL CORPORATION, a Delaware corporation, as administrator (the “Administrator”), and U.S. Bank Trust Company, National Association, a national banking association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).
W I T N E S S E T H
WHEREAS, the Issuing Entity is issuing the Class A-1 5.521% Asset Backed Notes (the “A-1 Notes”), the Class A-2A 5.19% Asset Backed Notes (the “A-2A Notes”), the Class A-2B Floating Rate Asset Backed Notes (the “A-2B Notes” and together with the Class A-2A Notes, the “A-2 Notes”), the Class A-3 4.96% Asset Backed Notes (the “A-3 Notes”) and the Class A-4 4.91% Asset Backed Notes (the “A-4 Notes” and together with the A-1 Notes, A-2 Notes and A-3 Notes, the “Notes”) pursuant to the Indenture, dated as of March 19, 2024 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the “Indenture”), between the Issuing Entity and the Indenture Trustee.
WHEREAS, the Issuing Entity has entered into certain agreements in connection with the issuance of the Notes and the issuance of certain beneficial ownership interests of the Issuing Entity, including (i) a Sale and Servicing Agreement, dated as of March 19, 2024 (the “Sale and Servicing Agreement”), among the Issuing Entity, John Deere Capital Corporation, as Servicer, and John Deere Receivables LLC, a Nevada limited liability company, as seller (the “Seller”), (ii) a Depository Agreement, dated March 19, 2024 (the “Depository Agreement”), executed by the Issuing Entity and delivered to The Depository Trust Company, (iii) the Indenture and (iv) a Trust Agreement, dated as of March 18, 2024 (the “Trust Agreement”), between the Seller and Computershare Delaware Trust Company, a Delaware limited purpose trust company, as owner trustee (the “Owner Trustee”) (the Sale and Servicing Agreement, the Depository Agreement, the Indenture and the Trust Agreement being hereinafter referred to collectively as the “Related Agreements”);
WHEREAS, pursuant to the Related Agreements, the Issuing Entity and the Owner Trustee are required to perform certain duties in connection with (a) the Notes and the collateral therefor pledged pursuant to the Indenture (the “Collateral”) and (b) the beneficial ownership interests in the Issuing Entity (the holders of such interests being referred to herein as the “Owners”);
WHEREAS, the Issuing Entity and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuing Entity and the Owner Trustee referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuing Entity and the Owner Trustee may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuing Entity and the Owner Trustee on the terms set forth herein.
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NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
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The Administrator agrees that if any of the events specified in clause (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven days after the happening of such event.
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John Deere Owner Trust 2024
c/o Computershare Delaware Trust Company
919 North Market Street, Suite 1600
Wilmington, Delaware 19801
Attention: Corporate Trust Services
John Deere Capital Corporation
P.O. Box 5328
Madison, Wisconsin 53705-0328
Attention: Manager
and in each case, with a copy to
Deere & Company
One John Deere Place
Moline, IL 61265
Attention: Treasury Department, Assistant Treasurer
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U.S. Bank Trust Company, National Association
190 South LaSalle Street, 7th Floor
Mail Code MK-IL-SL7R
Chicago, IL 60603
Attention: JDOT 2024
or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, sent by facsimile or hand-delivered to the address of such party as provided above, except that notices to the Issuing Entity, the Owner Trustee or the Indenture Trustee are effective only upon receipt.
Prior to the execution of any amendment to this Agreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not
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be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.
JOHN DEERE OWNER TRUST 2024
By: Computershare DELAWARE TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
By: /s/ Tracy M. McLamb
Name: Tracy M. McLamb
Title: Vice President
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee
By: /s/ Juan S. Hernandez
Name: Juan S. Hernandez
Title: Assistant Vice President
JOHN DEERE CAPITAL CORPORATION, as Administrator
By: /s/ Larry J. Gant
Name: Larry J. Gant
Title: Assistant Secretary and Assistant Treasurer
Exhibit 99.4
ASSET REPRESENTATIONS REVIEW AGREEMENT
JOHN DEERE OWNER TRUST 2024,
as Issuing Entity
and
JOHN DEERE CAPITAL CORPORATION,
as Servicer
and
CLAYTON FIXED INCOME SERVICES LLC,
as Asset Representations Reviewer
_____________________________
Dated as of March 19, 2024
_____________________________
ARTICLE V.
OTHER MATTERS PERTAINING TO THE ASSET REPRESENTATIONS REVIEWER
ARTICLE VI.
REMOVAL, RESIGNATION
ARTICLE VII.
TREATMENT OF CONFIDENTIAL INFORMATION
ii
EXHIBITS
Exhibit A - Agreed Upon Procedures
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ASSET REPRESENTATIONS REVIEW AGREEMENT
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “ARR Agreement”) is entered into as of March 19, 2024, by and among JOHN DEERE OWNER TRUST 2024, a Delaware statutory trust, (the “Issuing Entity”), JOHN DEERE CAPITAL CORPORATION, a Delaware corporation (the “Servicer”) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”, and with the Issuing Entity and Servicer, each a “Party”, and collectively, the “Parties”).
WHEREAS, the Issuing Entity will engage the Asset Representations Reviewer to perform reviews of certain Receivables for compliance with certain representations and warranties made by JDCC about the Receivables.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
“Annual Fee” has the meaning stated in Section 4.01(a).
“Annual Period” means each one year period beginning on the Closing Date and each anniversary thereafter.
“ARR Indemnified Person” has the meaning stated in Section 5.03.
“ARR Receivables” means those Receivables identified by the Servicer as requiring a Review by the Asset Representations Reviewer following delivery of a Review Notice.
“Client Records” has the meaning stated in Section 3.15.
“Confidential Information” has the meaning stated in Section 7.01(a).
“Disclosing Party” has the meaning stated in Section 7.01(a).
“Disqualification Event” has the meaning stated in Section 6.01.
“Eligible Asset Representations Reviewer” has the meaning stated in Section 2.02.
“Eligible Representations” means those representations identified within the “Tests” included in Exhibit A.
“Indenture” means the Indenture, dated as of March 19, 2024, between the Issuing Entity and the Indenture Trustee, as the same may be amended, supplemented, and modified from time to time.
“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this ARR Agreement, be employees of or counsel to the Issuing Entity or the Asset Representations Reviewer, as applicable.
“Personally Identifiable Information” or “PII” has the meaning stated in Section 7.03(a).
“Privacy Laws” has the meaning stated in Section 7.03(a).
“Prospectus” means the prospectus, dated March 11, 2024, relating to the offering of the Notes.
“Receiving Party” has the meaning stated in Section 7.01(a).
“Representatives” has the meaning stated in Section 7.01(a).
“Review” means the completion by the Asset Representations Reviewer of the procedures listed under “Tests to Be Performed” in Exhibit A for each ARR Receivable as further described in Section 3.05.
“Review Fee” has the meaning stated in Section 4.01(b).
“Review Materials” means the documents, data, and other information required for each “Test” in Exhibit A.
“Review Notice” means a notice delivered to the Asset Representations Reviewer pursuant to Section 11.01(c)(i) of the Sale and Servicing Agreement.
“Review Report” means, with respect to a Review, the related report prepared by the Asset Representations Reviewer in accordance with the terms of Section 3.07.
“Tests” means, with respect to any Receivable, the procedures listed in Exhibit A with respect thereto.
“Test Complete” has the meeting stated in Section 3.08.
“Test Fail” has the meaning stated in Section 3.05.
“Test Pass” has the meaning stated in Section 3.05.
“Underwriter” means any of Citigroup Global Markets Inc., BofA Securities, Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC, Credit Agricole Securities (USA) Inc. and TD Securities (USA) LLC.
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The Issuing Entity hereby engages Clayton Fixed Income Services LLC to act as the Asset Representations Reviewer for the Issuing Entity. Clayton Fixed Income Services LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms stated in this ARR Agreement.
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer as defined in this Section 2.02. The Asset Representations Reviewer will notify the Issuing Entity and the Servicer promptly if it is not, or upon the occurrence of any action that would result in it not being, an Eligible Asset Representations Reviewer.
An “Eligible Asset Representations Reviewer” is a Person who (i) is not affiliated with the Issuing Entity, the Depositor, the Servicer, the Owner Trustee, the Indenture Trustee or any of their respective affiliates and (ii) was not engaged, or affiliated with a Person that was, engaged by the Issuing Entity, Sponsor, or any Underwriter to perform pre-closing due diligence work on the Receivables, and (iii) is not disqualified by the Securities and Exchange Commission or other applicable regulatory authority from acting as the Asset Representations Reviewer hereunder. The Asset Representations Reviewer will promptly notify the Issuing Entity and the Servicer if it no longer satisfies, or it reasonably expects that it will no longer satisfy, the conditions described in the immediately preceding sentence.
The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuing Entity for the manner in which it accomplishes the performance of its obligations under this ARR Agreement. Unless expressly authorized by the Issuing Entity, the Asset Representations Reviewer will have no authority to act for or represent the Issuing Entity and will not be considered an agent of the Issuing Entity or the Indenture Trustee. Nothing in this ARR Agreement will make the Asset Representations Reviewer and the Issuing Entity members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.
The Reviews are designed to determine whether certain Receivables were in compliance with certain representations and warranties made about them in the Purchase Agreement. The Servicer hereby confirms that the representations and warranties made about such Receivables in the Purchase Agreement shall only be made as of the Closing Date.
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The Review is not designed to determine any of the following:
(a) | Reason for delinquency; |
Upon receipt of a Review Notice from the Servicer, the Asset Representations Reviewer will start its Review. The Asset Representations Reviewer will not be obligated to start a Review until a Review Notice is received. The Servicer will provide the list of ARR Receivables to the Asset Representations Reviewer within 45 days after delivery of the related Review Notice.
The Asset Representations Reviewer is not obligated to verify (i) whether the Servicer properly determined that a Review Notice was required or (ii) the accuracy or completeness of the list of ARR Receivables provided by the Servicer.
Within 45 days of the delivery of a Review Notice, the Servicer will provide the Asset Representations Reviewer with the Review Materials for all of the ARR Receivables in one or more of the following ways: (i) by providing access to the Servicer’s receivables systems, either remotely or at an office of the Servicer, (ii) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies at an office of the Servicer where the ARR Receivable files are located or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer. The Servicer may redact or remove Personally Identifiable Information from the Review Materials to the extent such redaction or removal does not change the meaning or usefulness of the Review Materials. The Asset Representations Reviewer shall be entitled to rely in good faith, without independent investigation or verification, that the Review Materials are accurate and complete in all material respects, and not misleading in any material respect.
The Asset Representations Reviewer will complete the applicable Tests for each Eligible Representation only using documentation that is made available to it. Upon receipt of the Review
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Materials, the Asset Representations Reviewer will complete an initial document inventory to verify that there are no systemic documentation errors, including but not limited to consistently missing or incomplete information in each ARR Receivable file. In instances where a Review Material is not accessible, is clearly unidentifiable, and/or is illegible, the Asset Representations Reviewer will request that the Servicer provide an updated copy of such Review Material. The Servicer must provide, or cause to be provided, missing Review Materials to the Asset Representations Reviewer within 15 days after written notification by the Asset Representations Reviewer. In the event missing Review Materials are not provided within this timeframe, the Test or Tests will be considered completed and the Review Report will report a Test Fail for the related ARR Receivable or applicable representation or warranty and the reason for the Test Fail.
For each Review, the Asset Representations Reviewer will perform for each ARR Receivable the applicable procedures listed under “Tests” in Exhibit A for each Eligible Representation. In the course of its review, the Asset Representations Reviewer will use the Review Materials referenced in the “Tests” set forth in Exhibit A. For each Test, the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”).
The Asset Representations Reviewer will complete the Review of all ARR Receivables within 60 days of receiving access to the Review Materials. If additional Review Materials are provided to the Asset Representations Reviewer as described in Section 3.04, the Review period will be extended for an additional 30 days in respect of the related ARR Receivable.
Within 5 (five) business days following the applicable Review period described in Section 3.06, the Asset Representations Reviewer will provide the Issuing Entity, Sponsor, Depositor, Servicer and Indenture Trustee with a Review Report providing each Test result (i.e., Test Pass, Test Fail or Test Complete) for each ARR Receivable. For each Test Fail or Test Complete, the Review Report will indicate the related reason. The Review Report will include information, along with a summary of the Review Report’s findings and conclusions, to be included in the Issuing Entity’s Form 10-D report for the applicable Collection Period. The Asset Representations Reviewer will ensure that the Review Report does not contain any Personally Identifiable Information.
Following the delivery of the list of the ARR Receivables and before the delivery of the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if an ARR Receivable is paid in full by the related Obligor or purchased from the Issuing Entity by the Sponsor, the Depositor or the Servicer according to the Basic Documents. On receipt of such notice, the Asset Representations Reviewer will immediately terminate all Tests of such ARR Receivables and the Review of such ARR Receivables will be
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considered complete (a “Test Complete”). In this case, the related Review Report will indicate a Test Complete for such ARR Receivables and the related reason.
If any ARR Receivable was included in a prior Review, the Asset Representations Reviewer will not perform any Tests on it, but will include the results of the previous Tests in the Review Report for the current Review, unless such ARR Receivable is the subject of a representation or warranty as of a date after the completion of a prior Review, or the Asset Representations Reviewer has reason to believe that a prior Review was conducted in a manner that would not have ascertained compliance with a specified representation or warranty (including due to incomplete or missing Review Materials). If the same Test is required for more than one representation or warranty listed on Exhibit A, the Asset Representations Reviewer will only perform the Test once for each ARR Receivable but will report the results of the Test for each applicable representation or warranty on the Review Report.
If a Review is in process and the Notes will be paid in full on the next Payment Date, the Servicer will notify the Asset Representations Reviewer and the Indenture Trustee no less than ten days before that Payment Date. On receipt of such notice, the Asset Representations Reviewer will terminate the Review immediately and will not be obligated to deliver a Review Report with respect thereto.
The Asset Representations Reviewer will have no obligation (i) to determine whether a Delinquency Trigger has occurred, (ii) to determine whether the required percentage of Noteholders has voted to direct a Review, (iii) to determine which Receivables are subject to a Review, (iv) to obtain or confirm the validity of the Review Materials, (v) to obtain missing or insufficient Review Materials (except to the extent set forth in Section 3.04), or (vi) to take any action or cause any other party to take any action under any of the Basic Documents to enforce any remedies for breaches of any Eligible Representations.
The Asset Representations Reviewer will only be required to perform the Tests provided in Exhibit A and will have no obligation to perform additional testing procedures on any ARR Receivables or to consider any additional information provided by any party. The Asset Representations Reviewer will have no obligation to provide reporting or information in addition to that described in Section 3.07. However, the Asset Representations Reviewer may review and report on additional information that it determines in good faith to be material to its performance under this ARR Agreement and may re-perform a Review with respect to an ARR Receivable as contemplated by Section 3.09.
The Issuing Entity expressly agrees that the Asset Representations Reviewer is not advising the Issuing Entity or any Noteholder or any investor or future investor concerning the suitability of the Notes or any investment strategy. The Issuing Entity expressly acknowledges and agrees
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that the Asset Representations Reviewer is not an expert in accounting, tax, regulatory, or legal matters, and that the Asset Representations Reviewer is not providing legal advice as to any matter.
The Asset Representations Reviewer will maintain and utilize an electronic case management system to manage the Tests and provide systematic control over each step in the Review process and ensure consistency and repeatability among the Tests.
If an ARR Receivable that was reviewed by the Asset Representations Reviewer is the subject of an ADR Proceeding under Section 11.02(a) of the Sale and Servicing Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding. The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid by a party to the dispute resolution as determined by the mediator or arbitrator for the dispute resolution according to Section 11.02 of the Sale and Servicing Agreement. If not paid by a party to the dispute resolution, the expenses of the Asset Representations Reviewer will be reimbursed in accordance with Section 4.03 of this ARR Agreement.
The Asset Representations Reviewer will maintain copies of Review Materials, Review Reports and internal work papers and correspondence (collectively the “Client Records”) for a period of 2 years after the termination of this ARR Agreement. At the expiration of the retention period, the Asset Representations Reviewer shall return all Client Records to the Servicer, in electronic format. Upon the return of the Client Records, the Asset Representations Reviewer shall have no obligation to retain such Client Records or to respond to inquiries concerning the Review (other than in connection with a dispute resolution under Section 3.14).
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The Servicer will pay the Asset Representations Reviewer as compensation for acting as the Asset Representations Reviewer under this ARR Agreement, an annual fee (the “Annual Fee”) with respect to each Annual Period prior to the termination of the Issuing Entity, in an amount equal to $5,000 upon receipt of a written invoice therefor from the Asset Representations Reviewer. For the final Annual Period, upon notice from the Servicer, the Annual Fee shall be pro-rated to the remaining term. If all or a portion of an Annual Fee is not paid to the Asset Representations Reviewer within 30 days of receipt of the written invoice by the Servicer, then the unpaid portion of such Annual Fee then due and payable shall be paid by the Issuing Entity in accordance with the priority of payments set forth in Section 5.04(b) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicable.
Following the completion of a Review and delivery of the related Review Report in accordance with Section 3.07, the Issuing Entity shall pay the Asset Representations Reviewer a fee of $200 for each ARR Receivable for which a Test was completed (the “Review Fee”) in accordance with the priority of payments set forth in Section 5.04(b) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicable. However, no Review Fee will be charged for any ARR Receivable which was included in a prior Review or for which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of the Review according to Section 3.10 or due to missing or insufficient Review Materials in accordance with Section 3.04. If all or a portion of any Review Fee due and payable to the Asset Representations Reviewer on a Payment Date is not paid to the Asset Representations Reviewer on such Payment Date, then the Servicer shall pay such unpaid portion within 30 days of receipt of a detailed written invoice therefor. However, if a Review is terminated according to Section 3.10, the Asset Representations Reviewer must submit its invoice to the Servicer for the Review Fee for the terminated Review no later than ten (10) business days before the final Payment Date. For the avoidance of doubt, the aggregate limit on the Review Fee specified in 5.04(b)(iii) of the Sale and Servicing Agreement shall not apply to payments made by the Servicer to the Asset Representations Reviewer pursuant to this Section 4.01(b).
All payments required to be made to the Asset Representations Reviewer shall be made to the following wire account or to such other account as may be specified in writing by the Asset Representations Reviewer from time to time:
Clayton Fixed Income Services LLC
ABA# 021000021
Account #114778965
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JP Morgan Chase
270 Park Avenue
NY, NY 10017
Reference: JDOT 2024
If the Servicer provides access to the Review Materials at one of its properties, if a detailed invoice is submitted on or before the first day of a month, the Servicer will reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Review, however if all or a portion of such travel expenses that are then due and payable are not paid within 30 days of receipt of such invoice, then such unpaid travel expenses will be paid by the Issuing Entity in accordance with the priority of payments set forth in Section 5.04(b) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicable.
If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.14 and its reasonable expenses for participating in the proceeding are not paid by a party to the dispute resolution within 90 days after the end of the proceeding, the Servicer will reimburse the Asset Representations Reviewer for such expenses upon receipt of a detailed written invoice therefor; however if all or a portion of such expenses that are then due and payable are not paid within 30 days of receipt of such invoice, then such unpaid expenses will be paid by the Issuing Entity in accordance with the priority of payments set forth in Section 5.04(b) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicable.
The Asset Representations Reviewer hereby makes the following representations and warranties and covenants as of the Closing Date:
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To the fullest extent permitted by applicable law, the Asset Representations Reviewer shall not be under any liability to the Issuing Entity, the Servicer, or the Indenture Trustee, or any other Person for any action taken or for refraining from the taking of an action in its capacity as Asset Representations Reviewer pursuant to this ARR Agreement (including taking any action or for refraining from the taking of any action in connection with conducting or refraining from conducting a subsequent Review as permitted by Section 3.09 and Section 3.11 hereof), or for errors in judgment, whether arising from express or implied duties under this ARR Agreement; provided, however, that this provision shall not protect the Asset Representations Reviewer against any liability which would otherwise by imposed by reason of willful misconduct, bad faith, or negligence in the performance of its duties or by reason of reckless disregard of its obligations and
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duties hereunder. In no event will the Asset Representations Reviewer be liable for any special, indirect or consequential loss or damage (including loss of profit) even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.
The Asset Representations Reviewer and any director, officer, employee, or agent may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Subject to Section 3.14, the Asset Representations Reviewer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this ARR Agreement which in its reasonable opinion may involve it in any expense or liability.
The Servicer will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “ARR Indemnified Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of the Asset Representations Reviewer’s obligations under this ARR Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or reckless disregard of its obligations and duties hereunder or (ii) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or agreements in this ARR Agreement.
The indemnification set forth in this Section 5.03 will survive the termination of this ARR Agreement and the resignation or removal of the Asset Representations Reviewer. If all or a portion of indemnities due to the Asset Representations Reviewer is not paid to the Asset Representations Reviewer within 30 days following receipt of a written invoice by the Servicer, then the unpaid portion of such indemnities then due and payable shall be paid by the Issuing Entity in accordance with the priority of payments set forth in Section 5.04(b) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicable. Such indemnities shall not be limited to or reduced by available amounts on deposit in the related collection account at any time during which an obligation to reimburse the Asset Representations Reviewer for its indemnities exists but will be paid in accordance with Section 5.04(b) of the Sale and Servicing Agreement and Section 5.04(b) of the Indenture, as applicable.
To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless the Issuing Entity, the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee, and their respective officers, directors, successors, assigns, legal representatives, agents, and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought) by an indemnified party of any indemnification obligation of the Asset Representations Reviewer) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time
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against an Indemnified Person (whether or not also indemnified against by any other Person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this ARR Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or negligence, or (ii) the inaccuracy of any representation or warranty made by the Indemnified Person in this ARR Agreement.
In case any such action, investigation or proceeding will be brought involving an Indemnified Person, the Asset Representations Reviewer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Issuing Entity, the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable attorney’s fees associated therewith will be paid by the Asset Representations Reviewer. In the event of any claim, action, or proceeding for which indemnity will be sought pursuant to this Section, the Issuing Entity’s, the Depositor’s, the Servicer’s, the Owner Trustee’s and the Indenture Trustee’s choice of legal counsel shall be subject to the approval of the Asset Representations Reviewer, which approval shall not be unreasonably withheld.
The indemnification set forth in this Section 5.04 will survive the termination of this ARR Agreement and the resignation or removal of the Asset Representations Reviewer. The obligations pursuant to this Section 5.04 shall not constitute a claim against the Issuing Entity or the Trust Estate (as defined in the Basic Documents) and shall only constitute a claim against the Asset Representations Reviewer and the Asset Representations Reviewer shall not be liable for any amount in excess of the fees received by it in accordance with the terms of this ARR Agreement.
The Asset Representations Reviewer agrees that, with reasonable prior notice not more than once during any year, it will permit authorized representatives of the Issuing Entity, the Servicer or the Administrator, during the Asset Representations Reviewer’s normal business hours, to examine and review the books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer’s obligations under this ARR Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance hereunder and (c) a claim made by the Asset Representations Reviewer under this ARR Agreement. In addition, the Asset Representations Reviewer will permit the Issuing Entity’s, the Servicer’s or the Administrator’s representatives to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer’s officers and employees. Each of the Issuing Entity, the Servicer and the Administrator, will, and will cause its authorized representatives to, hold in confidence such information except if disclosure may be required by law or if the Issuing Entity, the Servicer or the Administrator reasonably determines that it is required to make the disclosure under this ARR Agreement or the other Basic Documents. The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations under this ARR Agreement.
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The Asset Representations Reviewer may not delegate or subcontract its obligations under this ARR Agreement to any Person without the prior written consent of the Issuing Entity and the Servicer.
If any one of the following events (“Disqualification Events”) shall occur and be continuing:
then, the Administrator may, but shall not be required to, remove the Asset Representations Reviewer and promptly appoint a successor Asset Representations Reviewer by written instrument, in duplicate, one copy of which instrument shall be delivered to the Asset Representations Reviewer so removed and one copy to the successor Asset Representations Reviewer. Any removal of the Asset Representations Reviewer shall not take effect until a successor Asset Representations Reviewer is assigned in accordance with Section 6.02.
If a successor Asset Representations Reviewer has not been appointed within 30 days after the giving of written notice of resignation by the Asset Representations Reviewer pursuant to Section 6.04 or the delivery of the written instrument with respect to the removal of the Asset Representations Reviewer pursuant to Section 6.01, the Asset Representations Reviewer or the Administrator may apply to any court of competent jurisdiction to appoint a successor Asset Representations Reviewer meeting the requirements of Section 2.02 to act until such time, if any, as a successor Asset Representations Reviewer has been appointed as provided herein.
Any Person (i) into which the Asset Representations Reviewer is merged or consolidated, (ii) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (iii) succeeding to the business of the Asset Representations Reviewer, if that Person meets the eligibility requirements set forth in Section 2.02, will be the successor to the Asset Representations Reviewer under this ARR Agreement. Such Person will execute and deliver to
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the Issuing Entity, the Servicer, the Administrator and the Indenture Trustee an agreement to assume the Asset Representations Reviewer’s obligations under this ARR Agreement (unless the assumption happens by operation of law).
The Asset Representations Reviewer shall deliver to the Issuing Entity, Servicer, Administrator and Indenture Trustee an officer’s certificate of the Asset Representations Reviewer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 6.03 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Asset Representations Reviewer.
The Asset Representations Reviewer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Asset Representations Reviewer could take to make the performance of its duties hereunder permissible under applicable law. Any such determination permitting the resignation of the Asset Representations Reviewer shall be evidenced as to clause (i) above by an Opinion of Counsel and as to clause (ii) by an officer’s certificate of the Asset Representations Reviewer, each to such effect delivered to the Issuing Entity, the Administrator, the Servicer, and the Indenture Trustee. The Asset Representations Reviewer shall promptly notify the Issuing Entity, the Administrator, the Servicer and the Indenture Trustee upon having made any such determination permitting its resignation hereunder, and shall provide, with such notice, appropriate evidence thereof (as described in the immediately preceding sentence). Upon receipt of such notice, the Administrator shall promptly appoint a successor Asset Representations Reviewer by written instrument, in duplicate, one copy of which instrument shall be delivered to the Asset Representations Reviewer so removed and one copy to the successor Asset Representations Reviewer. No such resignation shall become effective until a successor Asset Representations Reviewer shall have assumed the responsibilities and obligations of the Asset Representations Reviewer in accordance with Section 6.02 hereof.
In the event of any resignation or removal of the Asset Representations Reviewer pursuant to the terms of this Agreement, the Asset Representations Reviewer shall cooperate with the Issuing Entity and the Servicer and take all reasonable steps requested to assist the Issuing Entity and the Servicer in making an orderly transfer of the duties of the Asset Representations Reviewer. To the extent expenses incurred by the Asset Representations Reviewer in connection with the replacement of the Asset Representations Reviewer are not paid by the Asset Representations Reviewer that is being replaced, the Issuing Entity will pay such expenses in accordance with the priority of payments set forth in Section 5.04(b) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicable.
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(i) | is or becomes part of the public domain other than by disclosure by a Party in violation of this ARR Agreement; |
(ii) | was disclosed to a Party prior to the effective date of this ARR Agreement without a duty of confidentiality; |
(iii) | is independently developed by a Party outside of this ARR Agreement and without reference to or reliance on any Confidential Information of another Party; or |
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(iv) | was obtained from a third party not known after reasonable inquiry to be under a duty of confidentiality. |
The foregoing exceptions shall not apply to any PII, which shall remain confidential in all circumstances, except as required or permitted to be disclosed by applicable law, statute, or regulation.
The Asset Representations Reviewer agrees that an actual or threatened breach of this Article VII by it or its Representatives may cause irreparable damage to the Issuing Entity and the Servicer and that damages may not be an adequate remedy for any such breach. Accordingly, the Issuing Entity and the Servicer shall be entitled to seek injunctive relief to restrain any such breach, threatened or actual, without the necessity of posting bond, in addition to any other remedies available to such Party at law or in equity.
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(e)Breach. In the event of any actual or apparent theft, unauthorized use or disclosure of any Personally Identifiable Information, the Asset Representations Reviewer will commence all reasonable efforts to investigate and correct the causes and remediate the results thereof, and as soon as practicable following discovery of any such event, provide the Issuing Entity and the Servicer notice thereof, and such further information and assistance as may be reasonably requested.
This ARR Agreement will terminate, except for obligations under Section 5.03, Section 5.04 and Article VII, on the earlier of (i) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (ii) the date the Issuing Entity is terminated in accordance with the terms of the Trust Agreement.
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This ARR Agreement has been signed on behalf of the Issuing Entity by Computershare Delaware Trust Company, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity. In no event will Computershare Delaware Trust Company in its individual capacity or a beneficial owner of the Issuing Entity be liable for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity under this ARR Agreement. For all purposes under this ARR Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
(a)This ARR Agreement may be amended by the Asset Representations Reviewer, the Issuing Entity and the Servicer, without the consent of any of the Noteholders, (i) to comply with any change in any applicable federal or state law, to cure any ambiguity, to correct or supplement any provisions in this ARR Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this ARR Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Issuing Entity, the Servicer, and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder whose consent has not been obtained, or (ii) to correct any manifest error in the terms of this ARR Agreement as compared to the terms expressly set forth in the Prospectus.
(b)This ARR Agreement may also be amended from time to time by the Asset Representations Reviewer, the Issuing Entity and the Servicer, with the consent of the Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this ARR Agreement or of modifying in any manner the rights of the Noteholders.
(c)It shall not be necessary for any consent of Noteholders pursuant to this Section 9.01, to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.
(d)Promptly after the execution of any amendment to this ARR Agreement (or, in the case of the Rating Agencies then rating the Notes, 15 days prior thereto), the Servicer shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment to the Indenture Trustee and each of the Rating Agencies then rating the Notes.
(e)Prior to the execution of any amendment to this ARR Agreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this ARR Agreement. The Owner Trustee may, but shall not be obligated to, execute and deliver such amendment which affects its rights, powers, duties or immunities hereunder.
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All notices hereunder shall be given by United States certified or registered mail, by facsimile or by other telecommunication device capable of creating written record of such notice and its receipt. Notices hereunder shall be effective when received and shall be addressed to the respective parties hereto at the addresses set forth below, or at such other address as shall be designated by any party hereto in a written notice to each other party pursuant to this section.
If to the Asset Representations Reviewer, to:
Via electronic mail:
ARRNotices@clayton.com
And to:
Clayton Fixed Income Services LLC
720 S. Colorado Blvd, Suite 200
Glendale, CO 80246
Attention: Legal Department
Email: legal@covius.com
If to the Issuing Entity or the Owner Trustee, to:
the Corporate Trust Office (as defined in the Trust Agreement)
If to the Servicer, to:
John Deere Capital Corporation
P.O. Box 5328
Madison, Wisconsin 53705-0328
(800-438-7394)
with a copy to:
Assistant Treasurer
Deere & Company
One John Deere Place
Moline, Illinois 61265-8098
(309-748-5252)
This ARR Agreement constitutes the entire agreement among the Asset Representations
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Reviewer, the Issuing Entity, and the Servicer. All prior representations, statements, negotiations and undertakings with regard to the subject matter hereof are superseded hereby.
If any term or provision of this ARR Agreement or the application thereof to any Person or circumstance shall, to any extent, be invalid or unenforceable, the remaining terms and provisions of this ARR Agreement, or the application of such terms or provisions to Persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this ARR Agreement shall be valid and enforced to the fullest extent permitted by law.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this ARR Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any other similar state laws based on the Uniform Electronic Transactions Act, and this ARR Agreement shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC, in each case to the extent applicable (collectively, “Signature Law”). Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This ARR Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings and authentication of securities when required under the UCC or other Signature Law due to the character or intended character of the writings.
THIS ARR AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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The Asset Representations Reviewer is an independent contractor and, except for the services which it agrees to perform hereunder, the Asset Representations Reviewer does not hold itself out as an agent of any other party hereto. Nothing herein contained shall create or imply an agency relationship among the Asset Representations Reviewer and any other party hereto, nor shall this ARR Agreement be deemed to constitute a joint venture or partnership between the parties.
The captions used herein are for the convenience of reference only and not part of this ARR Agreement, and shall in no way be deemed to define, limit, describe or modify the meanings of any provision of this ARR Agreement.
No term or provision of this ARR Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.
The exhibits to this ARR Agreement are hereby incorporated and made a part hereof and are an integral part of this ARR Agreement.
Notwithstanding anything to the contrary in this ARR Agreement, (i) the Asset Representations Reviewer shall not, prior to the end of the period that is one year and one day after there has been paid in full all debt issued by any securitization vehicle in respect of which the Seller holds any interest, institute against the Seller or the Trust, or join in, or assist or encourage others to institute, any institution against the Seller or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States
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federal or State bankruptcy or similar law and (ii) any amounts payable by the Issuing Entity will be paid in the priority of payments set forth in Section 5.04(b) of the Sale and Servicing Agreement and Section 5.04(b) of the Indenture, as applicable. This Section 9.11 will survive the termination of this Agreement.
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IN WITNESS WHEREOF, the Issuing Entity, the Servicer and the Asset Representations Reviewer have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.
JOHN DEERE OWNER TRUST 2024, as Issuing Entity
By: Computershare Delaware Trust Company, not in its individual capacity but solely as Owner Trustee on behalf of the Trust,
By: /s/ Tracy M. McLamb
Name: Tracy M. McLamb
Title: Vice President
JOHN DEERE CAPITAL CORPORATION,
as Servicer
By: /s/ Larry J. Gant
Name: Larry J. Gant
Title: Assistant Secretary and Assistant Treasurer
CLAYTON FIXED INCOME SERVICES LLC,
as Asset Representations Reviewer
By: /s/ Anthony Neske
Name: Anthony Neske
Title: Senior Vice President
EXHIBIT A
Any capitalization terms not used and not defined in this Exhibit shall have the meanings assigned to such terms in the Purchase Agreement.
Representation
(i) | Characteristics of Receivables. Each Receivable (A) was originated in the United States of America by Deere & Company or John Deere Construction & Forestry Company (each, an “Originating Party” and collectively the “Originating Parties”) in the ordinary course of business or was originated by a Dealer and assigned to the Originating Parties in the ordinary course of business, in each case in connection with the retail sale by a Dealer of Financed Equipment in the ordinary course of such Dealer’s business, was fully and properly executed by the parties thereto, was purchased by the Seller from such Originating Parties under an existing agreement with the Originating Parties, and was validly assigned by such Originating Parties, to the Seller in accordance with its terms, (B) is secured by a validly perfected enforceable first priority purchase money security interest (as defined in the applicable UCC) in favor of the applicable Originating Party in the Financed Equipment, which security interest is assignable by the Seller to the Purchaser, by the Purchaser to the Issuing Entity and by the Issuing Entity to the Indenture Trustee and which security interest has priority over any security interest in the Financed Equipment granted in favor of the Seller or any of its affiliates, (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security and (D) provides for fixed payments on a periodic basis, yields interest at a fixed rate or is non-interest bearing and is prepayable without premium or penalty at any time. The fixed payments provided for are sufficient to fully amortize the Amount Financed by maturity and pay finance charges at the Annual Percentage Rate over the original term of the Receivable. |
Documents
Retail note contract (the “Contract”), Receivable File, U.S. Fixed Rate Contract, Physical Damage Insurance Form, UCC documents with the exception of personal use contracts where no UCC is required.
Procedures to be Performed
(i) | Origination of each Receivable |
a. | Confirm the Dealer address on the Contract is located within the United States |
b. | Confirm that the buyer, co-buyer (if applicable) and Dealer, if applicable, and the Originating Party (if applicable) have signed the Contract |
c. | Confirm that the Originating Party, or an acceptable variation of the name, is listed as the assignee within the Assignment section of the Contract |
(ii) | Security Interest Enforcement |
a. | Review the Receivable File and confirm that the security interest has not been subordinated and the Receivable maintains an enforceable first priority purchase money security interest in favor of John Deere Receivables LLC for the Financed Equipment |
b. | Observe the UCC documents and confirm that John Deere Receivables LLC, or an acceptable variation of the name, is reported as the first lien holder |
c. | Confirm that a lien search was completed and reflects no issues, or that the UCC filing was completed within 20 days of origination |
(iii) | Customary and Enforceable Provisions |
a. | Confirm that the Contract contains customary and enforceable provisions to render the rights and remedies of the holder adequate for realization against the collateral |
(iv) | Fixed and Fully Amortizing Payments |
a. | Confirm that the Contract requires fixed payment amounts |
b. | Confirm that the payment on the Contract is based on a fixed interest calculation. For non-interest bearing contracts, confirm that the interest rate is reflected to be zero |
c. | Confirm that the Contract allows for prepayments without premium or penalty at any time |
d. | Confirm that the number and amount of payments fully amortize the Amount Financed by maturity and pay finance charges at the Annual Percentage Rate |
(v) | If (i) through (iv) are confirmed, then Test Pass |
Representation
(ii) | Schedule of Receivables. The computer tape or disc regarding the Receivables made available to the Purchaser and its assigns is true and correct in all respects. |
Documents
Data tape
Schedule of Receivables
Procedures to be Performed
i) | Confirm the Account Number and account data points in the Data Tape matches the Account Number and account data points listed in the Schedule of Receivables |
ii) | If (i) is confirmed, then Test Pass |
Representation
(iii) | Compliance with Law. Each Receivable and the sale of the Financed Equipment complied at the time it was originated or made and at the execution of this Agreement complies in all material respects with all requirements of applicable Federal, State and local laws and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, federal and state debt collection practices, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations B and other equal credit opportunity and disclosure laws. |
Documents
Retail note contract and other transaction documents
Receivable File
Procedures to be Performed
i) | Internal Audit Review |
a) | Review in a periodic risk based audit completed by John Deere Financial that the automated system that creates the Contract and confirm the contract form number and revision date are correct. |
b) | Verify that the contract was completed on an approved form as of the origination date |
ii) | Federal Trade Commission Act |
a) | Confirm the Contract is complete |
1. | Confirm that all required lines in the contract are filled out and have not been altered |
2. | Confirm in a periodic risk based audit completed by John Deere Financial that the automated system correctly prints the Name and address of Creditor, APR, Finance Charge, Amount of Payments, Total of Payments and Total Sale when required by applicable law. |
3. | Confirm in a periodic risk based audit completed by John Deere Financial that all required lines on the Contract are completed or properly left blank by the automated system |
iii) | State Specific Requirements |
a) | Where applicable, confirm that all required state specific disclosures and line items are included and complete |
iv) | Risk based compliance audits completed by John Deere Financial will be completed to review compliance with applicable Federal, State and local laws and regulations thereunder, including usury laws, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, applicable state and federal debt collection practices, the Federal Trade Commission Act, the Magnuson Moss Warranty Act, the Federal Reserve Board’s Regulations B and other equal credit opportunity and disclosure laws |
v) | If (i) through (iv) are confirmed, then Test Pass |
Representation
(iv) | Binding Obligations. Each Receivable represents the genuine, legal, valid and binding payment obligation in writing of the Obligor, enforceable by the holder thereof in accordance with its terms, subject to bankruptcy, insolvency and other laws relating to the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Such enforceability has not been and is not adversely affected by whether or not the Seller was or is qualified to do business in the State in which the Obligor was or is located. |
Documents
Retail note contract
Procedures to be Performed
i) | Confirm the contract form number and revision date are on the list of approved contract forms provided by John Deere Receivables LLC. |
ii) | Confirm the buyer and co-buyer (if applicable), selling dealer (if applicable) and lender (if applicable) have signed the Contract |
iii) | Confirm that no unauthorized changes have been made to the paper Contract |
iv) | Where applicable, confirm that all required state specific disclosures and line items are included and complete |
v) | If (i) through (iv) are confirmed, then Test Pass |
Representation
(v) | Security Interest in Financed Equipment. Immediately prior to the sale, assignment and transfer thereof, each Receivable shall be secured by a validly perfected first priority purchase money security interest (as defined in the applicable UCC) in the Financed Equipment in favor of the Seller as secured party or, in accordance with its customary standards, policies and servicing procedures, the Seller has taken all steps as are necessary to result in a validly perfected first priority purchase money security interest (as defined in the applicable UCC) in the Financed Equipment in favor of the Seller as secured party. |
Documents
UCC documents
Retail note contract
Data tape
Procedures to be Performed
i) | Observe the UCC documents and confirm that John Deere Receivables LLC, or an acceptable variation of the name, is reported as the first lien holder |
ii) | Observe the Obligor name on the Contract and confirm the name matches the name on the UCC documents |
iii) | Observe the Serial Number on the Contract and confirm it matches the Serial Number as reported in the UCC documents |
iv) | Confirm that a lien search was completed and reflects no issue, or that the UCC filing was completed within 20 days of origination |
v) | Review the data tape and confirm the Financed Equipment was not marked as repossessed as of the Cut-off Date |
vi) | If (i) through (v) are confirmed, then Test Pass |
Representation
(vi) | Receivables in Force. No Receivable has been satisfied, subordinated or rescinded, nor has any Financed Equipment been released from the lien granted by the related Receivable in whole or in part. No Receivable is rescindable on the basis of whether or not the Seller is qualified to do business in the State in which the Obligor is located. |
Documents
Data Tape
Procedures to be Performed
i) | Review the data tape and confirm that no loans were satisfied, subordinated or rescinded as of the Cut-off Date |
ii) | Review the data tape and confirm the Receivable was an active account as of the Cut-off Date |
iii) | If (i) and (ii) are confirmed, then Test Pass |
Representation
(vii) | No Waiver. No provision of a Receivable has been waived. |
Documents
Data Tape
Receivable File
Procedures to be Performed
i) | Review the data tape and confirm there is no indication the terms of the Receivable have been waived |
ii) | Review the Receivable File and confirm there is no indication the terms of the Receivable have been waived |
iii) | If (i) and (ii) are confirmed, then Test Pass |
Representation
(viii) | No Amendments. No Receivable has been amended such that the amount of the Obligor’s Scheduled Payments has been increased except for (1) increases due to a payment date change, (2) increases resulting from the inclusion of any premium for forced-placed physical damage insurance covering the Financed Equipment, (3) increases resulting from the addition of finance charges for the deferral of Scheduled Payments, or (4) a payment schedule change agreed to by such Obligor. |
Documents
Receivable File
Procedures to be Performed
i) Review the receivable file and confirm no indication that the selected Receivable has been amended or otherwise modified except as specified in the representation (viii) set forth above
ii) If (i) is confirmed, then Test Pass.
Representation
(ix) | No Defenses. No right of rescission, setoff, counterclaim or defense has been asserted or threatened with respect to any Receivable. |
Documents
Receivable File
Procedures to be Performed
i) | Review the Receivable File and confirm there is no indication that the Receivable is subject to rescission, setoff, counterclaim or defense that would cause the Receivable to become invalid |
ii) | If (i) is confirmed, then Test Pass |
Representation
(x) | No Liens. No liens or claims have been filed for work, labor or materials relating to any Financed Equipment that are liens prior to, or equal or coordinate with, the security interest in the Financed Equipment granted by the Receivable. |
Documents
Receivable File
UCC documents
Procedures to be Performed
i) | Review the UCC documents and confirm that John Deere Receivables LLC, or an acceptable variation of the name, holds the first lien security interest in the Financed Equipment |
ii) | Confirm that a lien search was completed and reflects no issue, or that the UCC filing was completed within 20 days of origination |
iii) | Review the Receivable File and confirm there is no evidence that other liens or claims have been filed that would subordinate the security interest in the Financed Equipment as of the Cut-off Date |
iv) | If (i) through (iii) are confirmed, then Test Pass |
Representation
(xi) | No Default. No Receivable has a payment that is more than 89 days overdue as of the Cut-off Date and, except as permitted in this paragraph, no default, breach, violation or event permitting acceleration under the terms of any Receivable has occurred and is continuing; and (except for payment defaults continuing for a period of not more than 89 days) no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable has arisen; and the Seller has not waived and shall not waive any of the foregoing. |
Documents
Data tape
Procedures to be Performed
i) | Confirm there is no indication of a default, breach, violation or event that would permit acceleration under the terms of the Receivable except for payment default up to 89 days overdue as of the Cut-off Date. |
ii) | Confirm there is no evidence of waiver by John Deere Receivables LLC relating to (i) |
iii) | If (i) and (ii) are confirmed, then Test Pass |
Representation
(xii) | Insurance. The Seller, in accordance with its customary procedures, has determined that the Obligor has obtained physical damage insurance covering the Financed Equipment and under the terms of the Receivable, the Obligor is required to maintain such insurance. |
Documents
Retail note contract and related documentation
Procedures to be Performed
i) | Confirm the Contract contains language that requires the Obligor to obtain and maintain insurance against physical damage to the Financed Equipment |
ii) | Confirm that the physical damage insurance confirmation process was completed in connection with the Contracts based on the approved procedure for insurance coverage provided by John Deere Receivables LLC |
iii) | If (i) and (ii) are confirmed, then Test Pass |
Representation
(xiii) | Title. The Seller has good and marketable title to each Receivable free and clear of all Liens, encumbrances, security interests and rights of others and, immediately upon the transfer thereof, the Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens, encumbrances, security interests and rights of others; and the transfer has been perfected under the UCC. |
Documents
Retail note contract
Receivable File
Procedures to be Performed
i) | Review the Receivable File and confirm the Receivable was not subject to any lien or claim filed for additional work, labor or materials |
ii) | Review the Receivable File and confirm the Receivable was not subject to any tax lien |
iii) | Observe the UCC documents and confirm John Deere Receivables LLC, or an acceptable variation of the name, is reported as the first lien holder |
iv) | Confirm that a lien search was completed and reflects no issue, or that the UCC filing was completed within 20 days of origination |
v) | Confirm the Receivable File contains no indication that the Receivable has been sold, assigned or transferred to any other entity prior to the Closing Date |
vi) | If (i) through (v) are confirmed, then Test Pass |
Representation
(xiv) | One Original. (i) In the case of each Receivable constituting “tangible chattel paper” (as defined in Section 9-102(a)(78) of the UCC), there is only one original executed copy of each such Receivable and (ii) in the case of each Receivable constituting “electronic chattel paper” (as defined in Section 9-102(a)(31) of the UCC), the Servicer, as custodian, has “control” within the meaning of Section 9-105 of the UCC of each such Receivable. |
Documents
Retail note contract
Procedures to be Performed
i) | Observe the paper Contract and confirm it is the original signed paper contract. |
ii) | Review and confirm that electronic contracts are marked either “original” or “authoritative copy.” Observe the Contract and confirm that all required parties have signed the Contract |
iii) | Review the audit completed by John Deere Financial of the control processes for electronic contracts. Verify no outstanding issues exist |
iv) | If (i) through (iii) are confirmed, then Test Pass |
Representation
(xv) | Maturity of Receivables. Each Receivable has a scheduled maturity date not later than January 16, 2030. |
Documents
Data tape
Receivable File
Procedures to be Performed
i) | Review the data tape and confirm the maturity date is no later than January 16, 2030. |
ii) | Review the Receivable File and confirm the maturity date is no later than January 16, 2030. |
iii) | If (i) and (ii) are confirmed, then Test Pass. |
Representation
(xvi) | Outstanding Principal Balance. As of the Cut-off Date, each Receivable has an outstanding principal balance of at least $500. |
Documents
Data tape
Procedures to be Performed
i) | Observe the unpaid principal balance listed on the data tape and confirm the Receivable has an unpaid principal balance greater than or equal to $500 |
ii) | If (i) is confirmed, then Test Pass |
Representation
(xvii) | No Bankruptcies. No Obligor on any Receivable as of the Cut-off Date was noted in the related Receivable File as having filed for bankruptcy. |
Documents
Data tape
Receivable File
Procedures to be Performed
i) | Review the data tape and confirm the Obligor is not the subject of a bankruptcy proceeding as of the Cut-off Date |
ii) | Review the Receivable File and confirm the Obligor is not the subject of a bankruptcy proceeding as of the Cut-off Date |
iii) | If (i) and (ii) are confirmed, then Test Pass |
Representation
(xviii) | No Repossessions. As of the Cut-off Date, no Financed Equipment securing any Receivable is in repossession status. |
Documents
Data tape
Receivable File
Procedures to be Performed
i) | Review the data tape and confirm the Financed Equipment was not marked as repossessed as of the Cut-off Date |
ii) | Review the Receivable File and confirm the Financed Equipment was not marked as repossessed as of the Cut-off Date |
iii) | If (i) and (ii) are confirmed, then Test Pass |
Representation
(xix) | Chattel Paper. Each Receivable constitutes either “electronic chattel paper” or “tangible chattel paper” within the meaning of Article 9 of the UCC of the State of Nevada and the State of Delaware or other applicable UCC. |
Documents
Retail note contract
UCC documents
Procedures to be Performed
i) | Observe the paper Contract and confirm it is either “tangible chattel paper” that contains the handwritten signature of the appropriate Obligors (if applicable), Seller (if applicable), and lender (if applicable) signature lines, or if it is “electronic chattel paper” that is marked “original” or “authoritative copy” |
ii) | Observe the Contract and confirm the Truth-in-Lending section (for personal use contracts) reports that the Amount Financed is greater than zero dollars |
iii) | Review the UCC financing statement or UCC documents of the Financed Equipment and confirm they create a first priority lien in favor of John Deere Receivables LLC, or an acceptable variation of the name. |
iv) | If (i), (ii) and (iii) are confirmed, then Test Pass |
Representation
(xx) | U.S. Obligors. None of the Receivables is due from any Person which does not have a mailing address in the United States of America. |
Documents
Retail note contract
Procedures to be Performed
i) | Confirm the Obligor’s address on the Contract is located within the United States of America |
ii) | If (i) is confirmed, then Test Pass |
Representation
(xxi) | Interest Accruing. Each interest-bearing Receivable is, as of the Cut-off Date, accruing interest. |
Documents
Data tape
Procedures to be Performed
i) | Review the data tape and confirm it reports the Receivable is active and has a positive principal balance and an annual percentage rate greater than or equal to zero. |
ii) | If (i) is confirmed, then Test Pass. |
Representation
(xxii) | Certificate of Title. As of the Closing Date, the only states which may require a certificate of title in order to perfect a security interest in the Financed Equipment are Massachusetts and New Jersey |
Documents
Retail note contract
Procedures to be Performed
i) | Confirm the Contract was not originated in Massachusetts or New Jersey |
ii) | Verify that the Contract indicates that the certificate of title must be perfected |
iii) | If (i) and (ii) are confirmed, then Test Pass |
Representation
(xxiii) | Concentrations. As of the Closing Date, no single obligor represents more than 1.00% of the initial aggregate balance of all Receivables. |
Documents
Data tape
Schedule of Receivables
Procedures to be Performed
i) | Observe the Schedule of Receivables and the data tape and calculate the initial aggregate balance of all the Receivables in the pool |
ii) | Observe the data tape and determine the unpaid principal balance of the Receivable and all other Receivables to which the Obligor is a party. Aggregate the unpaid principal balances of all of the Obligor’s Receivables |
iii) | Calculate the ratio of the aggregate unpaid principal balance of the Obligor’s Receivables as a percentage of the aggregate balance of the pool of Receivables |
iv) | If the answer to (iii) is less than or equal to 1.00%, then Test Pass. |
Representation
(xxiv) | Normal Course of Business. The Receivables were acquired by the Seller in accordance with its normal underwriting procedures. |
Documents
Retail Note Contract and other transaction documents
Receivable File
Procedures to be Performed
i) | Review in a periodic risk based audit completed by John Deere Financial of the automated system that creates the Contract and confirm the contract form number and revision date are correct and on the approved list of contract forms as of the origination date |
ii) | If (i) is confirmed then Test Pass. |
Representation
(xxv) | In the case of the Receivables constituting “chattel paper” (as defined in Section 9-102(a)(11) of the UCC) or “electronic chattel paper” (as defined in Section 9-102(a)(31) of the UCC), the contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than Purchaser. |
Documents
Retail note contract
Receivable File
Procedures to be Performed
i) | Confirm that each paper Contract does not have any marks or notations indicating that they have been pledged, assigned, or otherwise conveyed to any Person other than the Contract Purchaser. |
ii) | If the Receivable constitutes “electronic chattel paper,” confirm the Contract and the Receivable File contain no indication that any Receivable has been pledged, assigned or conveyed to any Person other than the Purchaser |
iii) | If (i) and (ii) are confirmed, then Test Pass |