Exhibit
10.1

        EXECUTION
VERSION



       

       

       

      


    

    
      
        

      

    

     

     

    SALE AND
SERVICING AGREEMENT

     

    among

     

    JOHN
DEERE OWNER TRUST 2010

     

    Issuing
Entity

     

    JOHN
DEERE RECEIVABLES, INC.

     

    Seller

     

    and

     

    JOHN
DEERE CAPITAL CORPORATION

     

    Servicer

     

    Dated as
of April 22, 2010

     

     

     

      
        

      

    

     

    
      


       

      


    

     

     

     

    
 

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TABLE OF
CONTENTS

     

    Page

     

    
      	
              
ARTICLE I

            
	 
      
	
              Definitions

            
	 
      
	
              SECTION
      1.01 Definitions

            	
              1

            
	
              SECTION
      1.02 Other Definitional Provisions

            	
              14

            
	
              SECTION
      1.03 Calculations

            	
              14

            
	 
      	 
      
	
              ARTICLE
      II

            
	 
      
	
              Conveyance
      of Receivables

            
	 
      
	
              SECTION
      2.01 Conveyance of Receivables

            	
              15

            
	
              SECTION
      2.02 Waiver

            	
              15

            
	 
      
	
              ARTICLE
      III

            
	 
      
	
              The
      Receivables

            
	 
      	 
      
	
              SECTION
      3.01 Representations and Warranties of Seller

            	
              16

            
	
              SECTION
      3.02 Repurchase by Seller upon Breach

            	
              16

            
	
              SECTION
      3.03 Custody of Receivable Files

            	
              17

            
	
              SECTION
      3.04 Duties of Servicer as Custodian

            	
              17

            
	
              SECTION
      3.05 Instructions; Authority to Act

            	
              18

            
	
              SECTION
      3.06 Custodian’s Indemnification

            	
              18

            
	
              SECTION
      3.07 Effective Period and Termination

            	
              18

            
	 
      	 
      
	
              ARTICLE
      IV

            
	 
      
	
              Administration
      and Servicing of Receivables

            
	 
      
	
              SECTION
      4.01 Duties of Servicer

            	
              19

            
	
              SECTION
      4.02 Collection of Receivable Payments

            	
              20

            
	
              SECTION
      4.03 Realization upon Receivables

            	
              20

            
	
              SECTION
      4.04 Physical Damage Insurance

            	
              20

            
	
              SECTION
      4.05 Maintenance of Security Interests in Financed
    Equipment

            	
              20

            
	
              SECTION
      4.06 Covenants of Servicer

            	
              21

            
	
              SECTION
      4.07 Purchase by Servicer of Receivables upon Breach

            	
              21

            
	
              SECTION
      4.08 Servicing Fee

            	
              21

            
	
              SECTION
      4.09 Servicer’s Certificate

            	
              21

            
	
              SECTION
      4.10 Annual Statement as to Compliance; Notice of Default

            	
              22

            
	
              SECTION
      4.11 Report on Assessment of Compliance and Annual Independent Certified
      Public Accountants’ Report

            	
              22

            
	
              SECTION
      4.12 Access to Certain Documentation and Information Regarding
      Receivables

            	
              23

            


    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

     

    
      	
              SECTION
      4.13 Servicer Expenses

            	
              23

            
	
              SECTION
      4.14 Appointment of Sub-Servicer

            	
              23

            
	
              SECTION
      4.15 Information to be Furnished in the Event of Resignation or
      Termination

            	
              24

            
	
              SECTION
      4.16 Exchange Act Reports

            	
              24

            
	 
      
	
              ARTICLE
      V

            
	 
      
	
              Distributions;
      Reserve Account; Statements to the Certificateholder and
      Noteholders

            
	 
      	 
      
	
              SECTION
      5.01 Establishment of Trust Accounts

            	
              25

            
	
              SECTION
      5.02 Collections

            	
              28

            
	
              SECTION
      5.03 Additional Deposits

            	
              28

            
	
              SECTION
      5.04 Distributions

            	
              28

            
	
              SECTION
      5.05 Reserve Account

            	
              30

            
	
              SECTION
      5.06 Statements to the Certificateholder and Noteholders

            	
              30

            
	
              SECTION
      5.07 Net Deposits

            	
              31

            
	 
      
	
              ARTICLE
      VI

            
	 
      
	
              The
      Seller

            
	 
      	 
      
	
              SECTION
      6.01 Representations of Seller

            	
              31

            
	
              SECTION
      6.02 Corporate Existence

            	
              33

            
	
              SECTION
      6.03 Liability of Seller; Indemnities

            	
              33

            
	
              SECTION
      6.04 Merger or Consolidation of, or Assumption of the Obligations of,
      Seller

            	
              34

            
	
              SECTION
      6.05 Limitation on Liability of Seller and Others

            	
              35

            
	
              SECTION
      6.06 Seller May Own Notes; Retention of the Certificate

            	
              35

            
	
              SECTION
      6.07 Right of Seller to Repurchase Receivables

            	
              35

            
	 
      
	
              ARTICLE
      VII

            
	 
      
	
              The
      Servicer

            
	 
      	 
      
	
              SECTION
      7.01 Representations of Servicer

            	
              35

            
	
              SECTION
      7.02 Indemnities of Servicer

            	
              36

            
	
              SECTION
      7.03 Merger or Consolidation of, or Assumption of the Obligations of,
      Servicer

            	
              38

            
	
              SECTION
      7.04 Limitation on Liability of Servicer and Others

            	
              39

            
	
              SECTION
      7.05 JDCC Not to Resign as Servicer

            	
              39

            
	
              SECTION
      7.06 Servicer to Act as Administrator

            	
              40

            
	 
      
	
              ARTICLE
      VIII

            
	 
      
	
              Default

            
	 
      
	
              SECTION
      8.01 Servicer Default

            	
              40

            
	
              SECTION
      8.02 Appointment of Successor

            	
              41

            
	
              SECTION
      8.03 Notification to Noteholders and the Certificateholder

            	
              42

            


    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

     

    
      	
              SECTION
      8.04 Waiver of Past Defaults

            	
              42

            
	 
      
	
              ARTICLE
      IX

            
	 
      
	
              Termination

            
	 
      
	
              SECTION
      9.01 Optional Purchase of All Receivables and Termination

            	
              42

            
	 
      
	
              ARTICLE
      X

            
	 
      
	
              Miscellaneous
      Provisions

            
	 
      	 
      
	
              SECTION
      10.01 Amendment

            	
              43

            
	
              SECTION
      10.02 Protection of Title to Trust

            	
              44

            
	
              SECTION
      10.03 Notices

            	
              47

            
	
              SECTION
      10.04 Assignment

            	
              47

            
	
              SECTION
      10.05 Limitations on Rights of Others

            	
              47

            
	
              SECTION
      10.06 Severability

            	
              47

            
	
              SECTION
      10.07 Separate Counterparts

            	
              48

            
	
              SECTION
      10.08 Headings

            	
              48

            
	
              SECTION
      10.09 Governing Law

            	
              48

            
	
              SECTION
      10.10 Assignment to Indenture Trustee

            	
              48

            
	
              SECTION
      10.11 Nonpetition Covenants

            	
              48

            
	
              SECTION
      10.12 Limitation of Liability of Owner Trustee and Indenture
      Trustee

            	
              48

            
	
              SECTION
      10.13 Additional Securities

            	
              49

            


    

    


     

    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

            


    

    


     

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

     

    This SALE
AND SERVICING AGREEMENT dated as of April 22, 2010, among JOHN DEERE OWNER TRUST
2010, a Delaware statutory trust (the “Issuing Entity”), JOHN DEERE RECEIVABLES,
INC., a Nevada corporation (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:

     

    ARTICLE
I

     

    Definitions

     

    SECTION
1.01   Definitions.  Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:

     

    “Administration
Agreement” means the Administration Agreement dated as of April 22, 2010 among
the Trust, JDCC, as Administrator, and U.S. Bank 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.

     

    “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.

     

    “Certificate”
means the Certificate (as defined in the Trust Agreement).

     

    “Certificate
Balance” equals, initially, and, on each day thereafter, equals the initial
Certificate Balance reduced by all amounts allocable to principal previously
distributed to the Certificateholder.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “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.

     

    “Certificate
Monthly Principal Distributable Amount” means (a) zero on any Payment Date on
which the outstanding principal balance of the Notes has not been reduced to
zero after taking into account distributions on such Payment Date and (b) on
each Payment Date on and after the Payment Date on which the outstanding
principal balance of the Notes is reduced to zero, an amount equal to the
Principal Distributable Amount minus the principal payment, if any, on the Notes
on such Payment Date.

     

    “Class
A-1 Note Final Payment Date” means May 16, 2011.

     

    “Class
A-1 Note Interest Rate” means a rate per annum equal to 0.34384%.

     

    “Class
A-1 Notes” means the Class A-1 Notes (as defined in the Indenture).

     

    “Class
A-2 Note Final Payment Date” means July 16, 2012.

     

    “Class
A-2 Note Interest Rate” means a rate per annum equal to 0.72%.

     

    “Class
A-2 Notes” means the Class A-2 Notes (as defined in the Indenture).

     

    “Class
A-3 Note Final Payment Date” means May 15, 2014.

     

    “Class
A-3 Note Interest Rate” means a rate per annum equal to 1.32%.

     

    “Class
A-3 Notes” means the Class A-3 Notes (as defined in the Indenture).

     

    “Class
A-4 Note Final Payment Date” means October 17, 2016.

     

    “Class
A-4 Note Interest Rate” means a rate per annum equal to 2.13%.

     

    “Class
A-4 Notes” means the Class A-4 Notes (as defined in the Indenture).

     

    “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 the
Cut-off Date through the Fiscal Month ending on May 2, 2010 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.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “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 date of the execution of this Agreement is located at 209 S. LaSalle Street,
Suite 300, Chicago, IL 60604, Attention: JDOT 2010; 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 March 28, 2010.

     

    “Dealer”
means the dealer who sold an item of Financed Equipment securing a
Receivable.

     

    “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.

     

    “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:

     

    (a)      with
respect to bankers’ acceptances, commercial paper, negotiable certificates of
deposit and other obligations that constitute “instruments” within the meaning
of Section 9-102(47) of the UCC (other than certificated securities) and are
susceptible to physical delivery, transfer thereof to the Indenture Trustee or
its nominee or custodian by physical delivery to the Indenture Trustee or its
nominee or custodian endorsed to, or registered in the name of, the Indenture
Trustee or its nominee or custodian or endorsed in blank, and such additional or
alternative procedures as may hereafter become appropriate to effect the
complete transfer of ownership of any such Trust Property to the Indenture
Trustee or its nominee or custodian free and clear of any adverse claims,
consistent with changes in applicable law or regulations or the interpretation
thereof;

     

    (b)      with
respect to a “certificated security” (as defined in Section 8-102(a)(4) of the
UCC), transfer thereof (i) by physical delivery of such certificated security
endorsed to, or registered in the name of, the Indenture Trustee or its nominee
or custodian or endorsed in blank, (ii) by physical delivery of such
certificated security in registered form

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    to a
“securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) acting
on behalf of the Indenture Trustee if the certificated security has been
specially endorsed to the Indenture Trustee by an effective
endorsement;

     

    (c)      with
respect to any security issued by the U.S. Treasury, the Federal Home Loan
Mortgage Corporation or by the Federal National Mortgage Association that is a
book-entry security held through the Federal Reserve System pursuant to Federal
book-entry regulations, the following procedures, all in accordance with
applicable law, including applicable Federal regulations and Articles 8 and 9 of
the UCC:  book-entry registration of such Trust Account Property to an
appropriate book-entry account maintained with a Federal Reserve Bank by a
securities intermediary which is also a “depository” pursuant to applicable
Federal regulations and issuance by such securities intermediary of a deposit
advice or other written confirmation of such book-entry registration to the
Indenture Trustee or its nominee or custodian of the purchase by the Indenture
Trustee or its nominee or custodian of such book-entry securities; the
identification by the Federal Reserve Bank of such book-entry certificates on
its records being credited to the securities intermediary’s Participant’s
securities account; the making by such securities intermediary of entries in its
books and records identifying such book-entry security held through the Federal
Reserve System pursuant to Federal book-entry regulations as belonging to the
Indenture Trustee or its nominee or custodian and indicating that such custodian
holds such Trust Account Property solely as agent for the Indenture Trustee or
its nominee or custodian; and such additional or alternative procedures as may
hereafter become appropriate to effect complete transfer of ownership of any
such Trust Account Property to the Indenture Trustee or its nominee or
custodian, consistent with changes in applicable law or regulations or the
interpretation thereof; and

     

    (d)      with
respect to any item of Trust Account Property that is an uncertificated security
under Article 8 of the UCC and that is not governed by clause (c) above,
registration on the books and records of the issuer thereof in the name of the
Indenture Trustee, or by another Person (not a securities intermediary) either
becoming the registered owner of the uncertificated security on behalf of the
Indenture Trustee, or having become the registered owner, acknowledging that it
holds for the Indenture Trustee, or the issuer thereof agreeing that it will
comply with instructions originated by the Indenture Trustee without further
consent of the registered owner thereof;

     

    (e)      with
respect to a “financial asset” (as defined in Section 8-102(a)(9) of the UCC) to
the extent not covered by paragraphs (a) through (d) above, if a securities
intermediary (i) indicates by book entry that such financial asset has been
credited to the Indenture Trustee’s “securities account” (as defined in Section
8-501(a) of the UCC), (ii) receives a financial asset from the Indenture Trustee
or acquires a financial asset for the Indenture Trustee, and in either case,
accepts it for credit to the Indenture Trustee’s securities account, (iii)
becomes obligated under other law, regulation or rule to credit a financial
asset to the Indenture Trustee’s securities account, or (iv) has agreed that it
will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the
UCC) originated by the Indenture Trustee without further consent by the
“entitlement holder” (as defined in Section 8-102(a)(7) of the UCC);
and

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (f)      in
each case of delivery contemplated herein, the Indenture Trustee shall make
appropriate notations on its records, and shall cause the same to be made on the
records of its nominees, indicating that securities are credited to the
appropriate Trust Account and held in trust pursuant to and as provided in this
Agreement.

     

    “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 State (or any domestic branch of a foreign bank),
having corporate trust powers and acting as trustee for funds deposited in such
account, so long as any of the unsecured debt obligations of such depository
institution shall have a credit rating from each of the Rating Agencies in one
of its generic rating categories which signifies investment grade.

     

    “Eligible
Institution” means (a) the corporate trust department of the Indenture Trustee
or the Owner Trustee, or (b) a depository institution organized under the laws
of the United States of America or any State (or any domestic branch of a
foreign bank), (1)(i) which has either (A) the highest long-term unsecured debt
rating by each of the Rating Agencies or (B) the highest short-term unsecured
debt rating or a certificate of deposit rating by each of the Rating Agencies or
any other long-term, short-term or certificate of deposit rating acceptable to
the Rating Agencies and (ii) whose deposits are insured by the FDIC or (2)(i)
the parent of which has a long-term or short-term unsecured debt rating
acceptable to the Rating Agencies and (ii) whose deposits are insured by the
FDIC.  If so qualified, the Indenture Trustee, the Owner Trustee, U.S.
Bank National Association or BNY Mellon Trust of Delaware 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 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:

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    (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 either case entered into with a
depository institution or trust company (acting as principal) described in
clause (b); and

     

    (g)      any
other investment permitted by each of the Rating Agencies in writing; provided,
however, that if an investment 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, then such
investment shall be an Eligible Investment only if the long-term unsecured debt
rating of the obligor on such investment is at least A1 by Moody’s and at least
A by Fitch.

     

    “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.

     

    “Face
Amount” means with respect to a Receivable as of the close of business on the
last day of a Collection Period, the gross amount of all unpaid installments
scheduled to be paid on each contract, including unearned finance and other
charges.

     

    “FDIC”
means the Federal Deposit Insurance Corporation.

     

    “Financed
Equipment” means an item of agricultural, construction or forestry 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.

     

    “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
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

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    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, Ltd., 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 April 22, 2010, between the Issuing Entity and
the Indenture Trustee, as the same may be amended and supplemented from time to
time.

     

    “Indenture
Trustee” means U.S. Bank 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
$750,621,849.87.

     

    “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.

     

    “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) 

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    of
Regulation AB), the Servicer, the Sub-Servicer, the Indenture Trustee, 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.

     

    “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 outstanding principal balance of the Class A-2 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.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    “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
4.70%.  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.

     

    “Notes”
means the Class A-1 Notes, the Class A-2 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 BNY Mellon Trust of Delaware in its capacity as Owner Trustee
under the Trust Agreement, its successors in interest and any successor owner
trustee under the Trust Agreement.

     

    “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 May 17, 2010.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    “Pool
Balance” as of the close of business on the last day of a Collection Period,
means 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.

     

    “Pool
Face Amount” as of the close of business on the last day of a Collection Period,
means the aggregate Face Amount 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.

     

    “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 April 22, 2010, 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 or
6.07.

     

    “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 and the Servicer.

     

    “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

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    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.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or 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

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    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.

     

    “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,
$9,342,867.

     

    “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, Inc., a Nevada corporation, 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.

     

    “Servicing
Fee Rate” means 1.00% per annum.

     

    “Specified
Reserve Account Balance” means, except as otherwise provided in the following
paragraph, with respect to any Payment Date, the lesser of (a) $14,948,588,
which is 2.00% of the initial Note Value and (b) the outstanding principal
amount of the Notes immediately preceding such Payment Date less the Note
Monthly Principal Distributable Amount to be deposited in the Note Distribution
Account on such Payment Date.

     

    Upon
payment of all interest and principal due on the Notes, 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

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    Certificateholder
provided that the Rating Agency Condition is satisfied and provided, further,
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.

     

    “Standard
& Poor’s” means Standard & Poor’s Ratings Services, a Standard &
Poor’s Financial Services LLC business, 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 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.

     

    “Trust
Agreement” means the Trust Agreement dated as of April 21, 2010, 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

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    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”.

     

    SECTION
1.02   Other Definitional
Provisions.  Capitalized
terms used herein and not otherwise defined herein have the meanings assigned to
them in the Indenture.

     

    (a)      All
terms defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise
defined therein.

     

    (b)      As
used in this Agreement and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in this
Agreement or in any such certificate or other document, and accounting terms
partly defined in this Agreement or in any such certificate or other document to
the extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles in the United States.  To the
extent that the definitions of accounting terms in this Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles in the United States, the
definitions contained in this Agreement or in any such certificate or other
document shall control.

     

    (c)      The
words “hereof,” “herein,” “hereunder” and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement; Section, Schedule and Exhibit references
contained in this Agreement are references to Sections, Schedules and Exhibits
in or to this Agreement unless otherwise specified; and the term “including”
shall mean “including without limitation.”

     

    (d)      The
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such terms.

     

    SECTION
1.03   Calculations.  For
all purposes of this Agreement, interest in respect of the Class A-1 Notes shall
be computed on the basis of a 360-day year and the actual number of days in the
related period of accrual.  Interest in respect of the Class A-1 Notes
shall accrue from and including the Closing Date or from and including the most
recent Payment Date 

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    to which
interest has been paid to but excluding the current Payment
Date.  Interest in respect of the Class A-2 Notes, the Class A-3 Notes
and the Class A-4 Notes shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.  Interest on the Class A-2 Notes,
the Class A-3 Notes and the Class A-4 Notes in respect of a Payment Date will
accrue from and including the 15th day
of the month preceding such Payment Date (or the Closing Date in the case of the
first Payment Date) to and including the 14th day
of the month of such Payment Date.

     

    ARTICLE
II

     

    Conveyance of
Receivables

     

    SECTION
2.01   Conveyance of
Receivables.  In
consideration of the Issuing Entity’s delivery to or upon the order of the
Seller of $706,410,911, the issuance to the Seller of the Certificate and the
waiver, termination and release set forth in 2.02 below, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Issuing Entity,
without recourse (subject to the obligations herein):

     

    (a)      all
right, title and interest of the Seller in and to the Receivables, and all
moneys due thereon, on or 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;

     

    (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.

     

    SECTION
2.02   Waiver.  The
Issuing Entity hereby waives, releases and terminates (i) any rights it may have
in any equipment (other than the Financed Equipment) as security for any
obligations owing to it under the Receivables, (ii) any rights it may have in
any property as security for any Receivable other than the rights relating to
the related Financed Equipment and the proceeds thereof and (iii) any rights it
may have to apply moneys received under a receivable that was not sold to the
Issuing Entity pursuant to Section 2.01.  Notwithstanding anything to
the contrary contained herein, the foregoing in no way constitutes a waiver,
release or termination of any of the rights of the Issuing Entity with respect
to the Financed Equipment and the rights related to the Financed
Equipment.

     

    ARTICLE
III

     

    The
Receivables

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    SECTION
3.01   Representations and
Warranties of Seller.  The
Seller makes the following representations and warranties as to the Receivables
on which the Issuing Entity is deemed to have relied in acquiring the
Receivables.  Such representations and warranties speak as of the
execution and delivery of this Agreement, but shall survive the sale, transfer
and assignment of the Receivables to the Issuing Entity and the pledge thereof
to the Indenture Trustee pursuant to the Indenture.

     

    (a)      Title.  It
is the intention of the Seller that the transfer and assignment herein
contemplated constitute a sale of the Receivables from the Seller to the Issuing
Entity and that the beneficial interest in and title to such Receivables not be
part of the debtor’s estate in the event of the filing of a bankruptcy petition
by or against the Seller under any bankruptcy law.  No Receivable has
been sold, transferred, assigned or pledged by the Seller to any Person other
than the Issuing Entity.  Immediately prior to the transfer and
assignment herein contemplated, the Seller had good and marketable title to each
Receivable, free and clear of all Liens and rights of others and, immediately
upon the transfer thereof, the Issuing Entity shall have good and marketable
title to each such Receivable, free and clear of all Liens and rights of others;
and the transfer has been perfected under the UCC.

     

    (b)      All Filings
Made.  All filings (including UCC filings) necessary in any
jurisdiction to give the Issuing Entity a first perfected ownership interest in
the Receivables, and to give the Indenture Trustee a first perfected security
interest therein, shall have been made.

     

    SECTION
3.02   Repurchase by Seller upon
Breach.  The
Seller, the Servicer, the Sub-Servicer or the Owner Trustee, as the case may be,
shall inform the other parties to this Agreement and the Indenture Trustee and
JDCC promptly, in writing, upon the discovery of any breach of the Seller’s
representations and warranties made pursuant to Section 3.01 or JDCC’s
representations and warranties made pursuant to Section 3.02(b) of the Purchase
Agreement.  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
Owner Trustee or receipt by the Owner Trustee of written notice from the Seller,
the Servicer or the Sub-Servicer of such breach, the Seller shall be obligated,
and, if necessary, the Seller or the Owner Trustee shall enforce the obligation
of JDCC under the Purchase Agreement, to repurchase any Receivable materially
and adversely affected by any such breach 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.  Subject
to the provisions of Section 6.03, the sole 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.  The Owner
Trustee shall have no duty to

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    conduct
any affirmative investigation as to the occurrence of any condition requiring
the repurchase of any Receivable pursuant to this Section.

     

    SECTION
3.03   Custody of Receivable
Files.  To
assure uniform quality in servicing the Receivables and to reduce administrative
costs, the Issuing Entity hereby appoints the Servicer, and the Servicer hereby
accepts such appointment, to act as the agent and as 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.

     

    SECTION
3.04   Duties of Servicer as
Custodian.

     

    (a)      Safekeeping.  The
Servicer shall hold the Receivable Files on behalf of the Issuing Entity and
maintain such accurate and complete accounts, records and computer systems
pertaining to each Receivable File as shall enable the Issuing Entity to comply
with this Agreement.  In performing its duties as custodian the
Servicer shall act with reasonable care, using that degree of skill and
attention that the Servicer exercises with respect to the receivable files
relating to all comparable receivables that the Servicer services for itself or
others.  The Servicer shall conduct, or cause to be conducted,
periodic audits of the Receivable Files held by it under this Agreement and of
the related accounts, records and computer systems, in such a manner as shall
enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the
Servicer’s record keeping.  The Servicer shall promptly report to the
Issuing Entity and the Indenture Trustee any failure on its part to hold the
Receivable Files and maintain its accounts, records and computer systems as
herein provided and promptly take appropriate action to remedy any such
failure.  Nothing herein shall be deemed to require an initial review
or any periodic review by the Issuing Entity, the Owner Trustee or the Indenture
Trustee of the Receivable Files.

     

    (b)      Maintenance of and Access to
Records.  The Servicer shall maintain each Receivable File at
its office specified in Schedule B (except that, in the case of any
Receivable

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    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 is stored and maintained in the JDCC System) to this Agreement or at
such other office as shall be specified to the Issuing Entity and the Indenture
Trustee by written notice not later than 90 days after any change in
location.  The Servicer shall make available to the Issuing Entity and
the Indenture Trustee or their respective duly authorized representatives,
attorneys or auditors a list of locations of the Receivable Files and the
related accounts, records and computer systems maintained by the Servicer at
such times as the Issuing Entity or the Indenture Trustee shall
instruct.

     

    (c)      Release of
Documents.  Upon instruction from the Indenture Trustee, the
Servicer shall release any Receivable File to the Indenture Trustee, the
Indenture Trustee’s agent, or the Indenture Trustee’s designee, as the case may
be, at such place or places as the Indenture Trustee may designate, as soon as
practicable.

     

    SECTION
3.05   Instructions; Authority to
Act.  The
Servicer shall be deemed to have received proper instructions with respect to
the Receivable Files upon its receipt of written instructions signed by a Trust
Officer of the Indenture Trustee.

     

    SECTION
3.06   Custodian’s
Indemnification.  The
Servicer as custodian shall indemnify the Trust, the Owner Trustee and the
Indenture Trustee and each of their officers, directors and agents for any and
all liabilities, obligations, losses, compensatory damages, payments, costs or
expenses of any kind whatsoever that may be imposed on, incurred by or asserted
against the Trust, the Owner Trustee or the Indenture Trustee or any of their
officers, directors and agents as the result of any improper act or omission in
any way relating to the maintenance and custody by the Servicer as custodian of
the Receivable Files; provided, however, that the Servicer shall not be liable
to the Trust or the Owner Trustee for any portion of any such amount resulting
from the willful misfeasance, bad faith or negligence of the Owner Trustee and
the Servicer shall not be liable to the Trust or the Indenture Trustee for any
portion of any such amount resulting from the willful misfeasance, bad faith or
negligence of the Indenture Trustee.

     

    SECTION
3.07   Effective Period and
Termination.  The
Servicer’s appointment as custodian shall become effective as of the Cut-off
Date and shall continue in full force and effect until terminated pursuant to
this Section.  If JDCC shall resign as Servicer in accordance with the
provisions of this Agreement or if all of the rights and obligations of any
Servicer shall have been terminated under Section 8.01, the appointment of such
Servicer as custodian shall be terminated by the Indenture Trustee or by the
Holders of Notes evidencing not less than 25% of the Outstanding Amount of the
Notes or, with the consent of Holders of the Notes evidencing not less than 25%
of the Outstanding Amount of the Notes, by the Owner Trustee or by the
Certificateholder, in the same manner as the Indenture Trustee or such Holders
may terminate the rights and obligations of the Servicer under Section
8.01.  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 

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    reasonably
designate; provided, however, that with respect to “authoritative copies”
(within the meaning of Section 9-105 of the UCC) of the Receivables 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 10.2(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.

     

    ARTICLE
IV

     

    Administration and Servicing
of Receivables

     

    SECTION
4.01   Duties of
Servicer.  The
Servicer, as agent for the Issuing Entity (to the extent provided herein), shall
manage, service, administer and make collections on the Receivables (other than
Purchased Receivables) with reasonable care, using that degree of skill and
attention that the Servicer exercises with respect to all comparable equipment
receivables that it services for itself or others.  The Servicer’s
duties shall include calculating, billing, collection and posting of all
payments, responding to inquiries of Obligors on such Receivables, investigating
delinquencies, reporting tax information to Obligors, accounting for
collections, and furnishing monthly and annual statements to the Owner Trustee
and the Indenture Trustee with respect to distributions.  Subject to
the provisions of Section 4.02, the Servicer shall follow its then current
customary standards, policies and procedures in performing its duties as
Servicer.  Without limiting the generality of the foregoing, the
Servicer is authorized and empowered to execute and deliver, on behalf of
itself, the Issuing Entity, the Owner Trustee, the Indenture Trustee, the
Certificateholder and the Noteholders or any of them, any and all instruments of
satisfaction or cancellation, or partial or full release or discharge, and all
other comparable instruments, with respect to such Receivables or to the
Financed Equipment securing such Receivables.  If the Servicer shall
commence a legal proceeding to enforce a Receivable, the Issuing Entity (in the
case of a Receivable other than a Purchased Receivable) shall thereupon be
deemed to have automatically assigned, solely for the purpose of collection,
such Receivable to the Servicer.  If in any enforcement suit or legal
proceeding it shall be held that the Servicer may not enforce a Receivable on
the ground that it shall not be a real party in interest or a holder entitled to
enforce such Receivable, the Owner Trustee shall, at the Servicer’s expense and
direction, take steps to enforce such Receivable, including bringing suit in its
name or the name of the Owner Trustee, the Indenture Trustee, the
Certificateholder or the Noteholders.  The Owner Trustee shall upon
the written request of the Servicer furnish the Servicer with any powers of
attorney and other documents reasonably necessary or appropriate to enable the
Servicer to carry out its servicing and administrative duties
hereunder.

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    
      SECTION
4.02   Collection of Receivable
Payments.  The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Receivables as and when the same shall
become due and shall follow such collection procedures 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 March
3, 2016, 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.

    

     

    SECTION
4.03   Realization upon
Receivables.  On
behalf of the Issuing Entity, the Servicer shall use its best efforts,
consistent with its customary servicing procedures, to repossess or otherwise
realize upon the Financed Equipment securing any Receivable as to which the
Servicer shall have determined pursuant to customary servicing procedures that
eventual payment in full is unlikely.  The Servicer shall follow such
customary and usual practices and procedures as it shall deem necessary or
advisable in its servicing of comparable equipment receivables, which may
include selling any Financed Equipment at public or private sale.  The
Servicer is hereby authorized to exercise its discretion consistent with its
customary servicing procedures in servicing defaulted Receivables so as to
maximize the net collections of such defaulted Receivables including, without
limitation, selling such defaulted Receivables.  The Servicer shall
not be liable for any such exercise of its discretion made in good faith and in
accordance with such servicing procedures.  The foregoing shall be
subject to the provision that, in any case in which the Financed Equipment shall
have suffered damage, consistent with its customary servicing procedures the
Servicer may but shall not be required to expend funds in connection with the
repair or the repossession of such Financed Equipment.

     

    SECTION
4.04   Physical Damage
Insurance.  The
Servicer shall, in accordance with its customary servicing procedures, require
that each Obligor shall have obtained physical damage insurance covering the
Financed Equipment as of the execution of the Receivable.

     

    SECTION
4.05   Maintenance of Security
Interests in Financed Equipment.  The
Servicer shall, in accordance with its customary servicing procedures, take such
steps as are necessary to maintain perfection of the security interest created
by each Receivable in the related Financed Equipment.  The Servicer is
hereby authorized to take such steps as are necessary to re-perfect such
security interest on behalf of the Issuing Entity and the Indenture Trustee in
the event of the relocation of the Financed Equipment or for any other
reason.

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    
      SECTION
4.06   Covenants of
Servicer.  The
Servicer shall not release the Financed Equipment securing any Receivable from
the security interest granted by such Receivable in whole or in part except in
accordance with Section 4.03 above or in the event of payment in full by the
Obligor thereunder, nor shall the Servicer impair the rights of the Issuing
Entity, the Indenture Trustee, the Certificateholder or the Noteholders
in such Receivables, nor shall the Servicer 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 Shearman & Sterling LLP dated April 22, 2010 addressing the issue
of perfection by control of electronic chattel paper.

     

    SECTION
4.07   Purchase by Servicer of
Receivables upon Breach.  The
Servicer (or the Sub-Servicer on behalf of the Servicer) or the Owner Trustee
shall inform the other party and the Indenture Trustee, the Seller and JDCC
promptly, in writing, upon the discovery of any breach of Section 4.02, 4.05 or
4.06.  Unless the breach shall have been cured by the last day of the
second month following such discovery (or, at the Servicer’s election, the last
day of the first following month), the Servicer shall purchase any Receivable
materially and adversely affected by such breach.  If the Servicer
takes any action pursuant to Section 4.02 that impairs the rights of the Issuing
Entity, the Indenture Trustee, the Certificateholder or the Noteholders in any
Receivable or as otherwise provided in Section 4.02, the Servicer shall purchase
such Receivable.  In consideration of the purchase of any such
Receivable pursuant to either of the two preceding sentences, the Servicer shall
remit the Purchase Amount in the manner specified in Section
5.03.  Subject to Section 7.02, the sole remedy of the Issuing Entity,
the Owner Trustee, the Indenture Trustee, the Certificateholder or the
Noteholders with respect to a breach pursuant to Section 4.02, 4.05 or 4.06
shall be to require the Servicer to purchase Receivables pursuant to this
Section.  The Owner Trustee shall have no duty to conduct any
affirmative investigation as to the occurrence of any condition requiring the
purchase of any Receivable pursuant to this Section.

     

    SECTION
4.08   Servicing
Fee.  On
each Determination Date, the Servicer shall be entitled to receive the Servicing
Fee in respect of the immediately preceding Collection Period equal to the
product of (a) one twelfth of the Servicing Fee Rate and (b) the Pool Balance as
of the first day of such preceding Collection Period subject to the order and
priority set forth in Section 5.04.  The Servicer shall also be
entitled to that portion of interest due on a Receivable that is in excess of
interest at the related APR and that is due because of a late Scheduled Payment,
and other administrative fees or similar charges allowed by applicable law or
the Receivable with respect to Receivables, collected (from whatever source) on
the Receivables.

     

    SECTION
4.09   Servicer’s
Certificate.  On
each Determination Date, the Servicer shall deliver to the Owner Trustee, the
Indenture Trustee and the Seller, with a copy to the Rating Agencies, a
Servicer’s Certificate containing all information necessary to make the
distributions pursuant to Sections 5.04 and 5.05 for the Collection Period
preceding the date of 

    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    such Servicer’s Certificate.  Neither the Owner Trustee
nor the Indenture Trustee shall be required to determine, confirm or recalculate
the information contained in the Servicer’s Certificate.

       

      SECTION
4.10   Annual Statement as to
Compliance; Notice of Default.

       

    

    (a)      The
Servicer shall deliver, and if required under Regulation AB shall cause the
Sub-Servicer to deliver, to the Issuing Entity, the Owner Trustee, the Seller
and the Indenture Trustee, on or before January 15 of each year (or by such
earlier date as specified in writing by the Seller as will permit the timely
filing of the Trust’s Form 10-K) a statement of compliance signed by an
authorized officer of the Servicer, providing such information as required under
Item 1123 of Regulation AB.

     

    (b)      The
Servicer shall deliver, to the Issuing Entity, the Owner Trustee, the Seller,
the Indenture Trustee and the Rating Agencies, promptly after having obtained
knowledge thereof, but in no event later than five Business Days thereafter,
written notice in an Officer’s Certificate of any event which with the giving of
notice or lapse of time, or both, would become a Servicer Default under Section
8.01(a) or (b).

     

    SECTION
4.11   Report on Assessment of
Compliance and Annual Independent Certified Public Accountants’
Report.

     

    (a)      The
Servicer shall deliver, and if required under Regulation AB shall cause the
Sub-Servicer to deliver, to the Issuing Entity, the Owner Trustee, the Seller
and the Indenture Trustee on or before January 15 of each year (or by such
earlier date as specified in writing by the Seller as will permit the timely
filing of the Trust’s Form 10-K), and the Indenture Trustee shall deliver to the
Depositor and the Servicer on or before January 15 of each year that the Issuing
Entity is required to file Exchange Act Reports (or by such earlier date as
specified in writing by the Seller as will permit the timely filing of the
Trust’s Form 10-K), a report signed by an authorized officer of the Servicer,
the Sub-Servicer or the Indenture Trustee, as applicable regarding the
Servicer’s, Sub-Servicer’s or Indenture Trustee’s, as applicable, assessment of
compliance with the applicable servicing criteria specified in Item 1122 of
Regulation AB during the immediately preceding fiscal year, in the form
specified under Rules 13a-18 and 15d-18 of the Exchange Act (or any successor
provision).  Such report signed by the Indenture Trustee shall address
each of the Servicing Criteria specified in Appendix A hereto (provided that
such certification may be revised after the date of this Agreement as agreed by
the Seller and the Indenture Trustee to reflect any guidance with respect to
such criteria from the Commission).  Upon request of the Seller, the
Indenture Trustee shall deliver to the Depositor and the Servicer on or before
the date that is 75 days after the end of the Issuing Entity’s fiscal year a
copy of the assessment of compliance with the Servicing Criteria specified in
Appendix A hereto most recently prepared by the Indenture Trustee relating to
the Indenture Trustee’s servicing platform with respect to asset-backed
securities that are backed by assets of the type backing the Notes issued by the
Issuing Entity.

    


    (b)      The
Servicer shall cause a firm of registered public accountants, which may also
render other services to the Servicer, the Seller, JDCC or any other Affiliate
of Deere, to deliver to the Issuing Entity, the Owner Trustee and the Indenture
Trustee, on or before 

    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    January
15 of each year (or by such earlier date as specified in writing by the Seller
as will permit the timely filing of the Trust’s 10-K), and the Indenture Trustee
shall cause a firm of registered public accountants, which may also render other
services to the Indenture Trustee or its Affiliates, to deliver to the Depositor
and the Servicer on or before January 15 of each year that the Issuing Entity is
required to file Exchange Act Reports (or by such earlier date as specified in
writing by the Seller as will permit the timely filing of the Trust’s 10-K) a
report that attests to, and reports on, the Servicer’s, Sub-Servicer’s (if
required under Regulation AB) or Indenture Trustee’s, as applicable assessment
of compliance delivered pursuant to Section 4.11(a), which attestation report
shall be made in accordance with the requirements of Rules 1-02(a)(3) and
2-02(g) of Regulation S-X (or any successor provision). Upon request of the
Seller, the Indenture Trustee shall deliver to the Depositor and the Servicer on
or before the date that is 75 days after the end of the Issuing Entity’s fiscal
year a copy of the report by a firm of registered public accountants that
attests to, and reports on, the Indenture Trustee’s assessment of compliance
delivered pursuant to the last sentence of Section 4.11(a) above.

     

    SECTION
4.12   Access to Certain
Documentation and Information Regarding Receivables.  The
Servicer shall provide to the Certificateholder and Noteholders access to the
Receivable Files in such cases where the Certificateholder or Noteholders shall
be required by applicable statutes or regulations to review such
documentation.  Access shall be afforded without charge, but only upon
reasonable request and during the normal business hours at the respective
offices of the Servicer.  Nothing in this Section shall affect the
obligation of the Servicer to observe any applicable law prohibiting disclosure
of information regarding the Obligors and the failure of the Servicer to provide
access to information as a result of such obligation shall not constitute a
breach of this Section.

     

    SECTION
4.13   Servicer
Expenses.  The
Servicer shall be required to pay all expenses incurred by it in connection with
its activities hereunder, including fees and disbursements of independent
accountants, fees and disbursements incurred in connection with collection and
enforcement of Receivables (other than amounts incurred in connection with the
liquidation of a Receivable which amounts shall be netted against the
Liquidation Proceeds, if any), taxes imposed on the Servicer and expenses
incurred in connection with distributions and reports to the Certificateholder
and the Noteholders.

     

    SECTION
4.14   Appointment of
Sub-Servicer.  The
Servicer hereby appoints Deere Credit Services, Inc. as Sub-Servicer and may at
any time appoint a successor Sub-Servicer to perform all or any portion of its
obligations as Servicer hereunder; provided, however, that the Rating Agency
Condition shall have been satisfied in connection with the appointment of a
successor Sub-Servicer; provided further that the Servicer shall remain
obligated and be liable to the Issuing Entity, the Owner Trustee, the Indenture
Trustee, the Certificateholder and the Noteholders for the servicing and
administering of the Receivables in accordance with the provisions hereof
without diminution of such obligation and liability by virtue of the appointment
of such Sub-Servicer and to the same extent and under the same terms and
conditions as if the Servicer alone were servicing and administering the
Receivables.  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 

    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    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.

     

    SECTION
4.15   Information to be Furnished
in the Event of Resignation or Termination.  In
the event the Servicer, the Sub-Servicer, the Indenture Trustee or any Reporting
Subcontractor is terminated or resigns during the term of this Agreement, such
Person shall provide the documents and information pursuant to Section 4.10 and
Section 4.11 with respect to the period of time it was subject to this Agreement
or provided services with respect to the Issuing Entity or the
Receivables.

     

    SECTION
4.16   Exchange Act
Reports  (a)  So
long as the Seller is required to file Exchange Act Reports with respect to the
Issuing Entity, no later than each Payment Date, each of the Indenture Trustee,
the Owner Trustee and the Servicer shall notify (and the Servicer shall cause
each Reporting Subcontractor and the Sub-Servicer to notify ) the Seller of any
Form 10-D Disclosure Item with respect to such Person, together with a
description of any such Form 10-D Disclosure Item in form and substance
reasonably acceptable to the Seller.  In addition to such information
as the Servicer is obligated to provide pursuant to other provisions of this
Agreement, if so requested by the Seller, the Servicer shall provide (and shall
cause the Sub-Servicer to provide) such information which is available to the
Servicer, without unreasonable effort or expense, regarding the performance or
servicing of the Receivables as is reasonably required to facilitate preparation
of distribution reports in accordance with Item 1121 of Regulation
AB.  Such information shall be provided concurrently with the
statements to Noteholders pursuant to Section 5.06, commencing with the first
such report due not less than five Business Days following such
request.

     

    (b)  So
long as the Depositor is required to file Exchange Act Reports with respect to
the Issuing Entity, each of the Indenture Trustee, the Owner Trustee and the
Servicer shall promptly notify the Seller, but in no event later than one (1)
Business Day after its occurrence, of any Reportable Event (in the case of the
Owner Trustee, only an event in clause (d) of the definition of Reportable
Event) of which such Person (or, in the case of the Indenture Trustee or Owner
Trustee, a Responsible Officer) has actual knowledge.  Each Person
shall be deemed to have actual knowledge of any such event to the extent that it
relates to such Person or any action or failure to act by such
Person.

     

    (c)  So
long as the Depositor is required to file Exchange Act Reports, (i) no later
than January 1 of each year commencing in 2011, the Depositor shall provide a
list of the Item 1119 Parties to the Owner Trustee, Indenture Trustee and
Servicer and (ii) no later than January 15 of each year, commencing in 2011, the
Indenture Trustee, the Owner Trustee and the Servicer shall notify the Depositor
of any Form 10-K Disclosure Item, together with a description of any such Form
10-K Disclosure Item in form and substance reasonably acceptable to the
Depositor.

     

    (d)  The
Indenture Trustee, the Owner Trustee and the Servicer shall reasonably cooperate
with the Depositor in connection with the satisfaction of the Depositor’s
reporting requirements under the Exchange Act with respect to the
Trust.  In addition to the information specified in this Section 4.16,
if so requested by the Depositor for the purpose of satisfying its 

     

    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    reporting
obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and
the Servicer shall provide the Depositor with (a) such information which is
available to such Person without unreasonable effort or expense and within such
timeframe as may be reasonably requested by the Depositor to comply with the
Depositor’s reporting obligations under the Exchange Act and (b) to the extent
such Person is a party (and the Depositor is not a party) to any agreement or
amendment required to be filed, copies of such agreement or amendment in
EDGAR-compatible form.  Each of the Servicer, the Indenture Trustee
and the Owner Trustee acknowledges that interpretations of the requirements of
Regulation AB 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 Depositor in good faith for delivery
of information under these provisions on the basis of evolving interpretations
of Regulation AB.

     

    (e)  Each
of the Indenture Trustee and the Owner Trustee represents that (i) there are no
affiliations relating to such Person with respect to any 1119 Party, (ii) there
are no relationships or transactions with respect to any 1119 Party and such
Person that are outside the ordinary course of business or on terms other than
would be obtained in an arm’s length transaction with an unrelated third party,
apart from the transactions contemplated under the transaction documents, and
that are material to the investors’ understanding of the Notes and (iii) there
are no legal proceedings pending, or known to be contemplated by governmental
authorities, against such Person, or of which the property of such Person is
subject, that is material to the Noteholders.

     

     

    ARTICLE
V

     

    Distributions; Reserve
Account;

    Statements to the
Certificateholder and Noteholders

     

    SECTION
5.01   Establishment of Trust
Accounts.

     

    (a)      (i)  The
Servicer, for the benefit of the Noteholders and the Certificateholder, shall
establish and maintain in the name of the Indenture Trustee an Eligible Deposit
Account (the “Collection Account”), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Noteholders and
the Certificateholder.

     

    (ii)        The
Servicer, for the benefit of the Noteholders, shall establish and maintain in
the name of the Indenture Trustee an Eligible Deposit Account (the “Note
Distribution Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Noteholders.

     

    (iii)        The
Servicer, for the benefit of the Noteholders and the Certificateholder, shall
establish and maintain in the name of the Indenture Trustee an Eligible Deposit
Account (the “Reserve Account”), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Noteholders and the
Certificateholder.

     

     

    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    
      (b)      Funds
on deposit in the Collection Account, the Note Distribution Account and the
Reserve Account (collectively the “Trust Accounts”) shall be invested by the
Indenture Trustee pursuant to the Servicer’s written instruction in Eligible
Investments selected by the Servicer; provided, however, it is understood and
agreed that the Indenture Trustee shall not be liable for any loss arising from
such investment in Eligible Investments; provided further none of the funds
deposited in the Trust Accounts shall be invested in an Eligible Investment or
Eligible Investments issued by the Servicer or the Seller for a period of
30 days following the Closing Date.  All such Eligible Investments
shall be held by the Indenture Trustee for the benefit of the Noteholders and
the Certificateholder, as applicable; provided, however, that on each Payment
Date all interest and other investment income (net of losses and investment
expenses) on funds on deposit in the Trust Accounts shall be deposited into the
Collection Account and shall be deemed to constitute a portion of the Total
Distribution Amount.  Unless the Rating Agency Condition is satisfied,
funds on deposit in the Trust Accounts shall be invested in Eligible Investments
that will mature so that such funds will be available at the close of business
on the Transfer Date preceding the following Payment Date or, in the case of the
Note Distribution Account and the Reserve Account, the following Payment
Date.  Funds deposited in a Trust Account on a Transfer Date which
immediately precedes a Payment Date are not required to be invested
overnight.

    

     

    (c)      (i)  The
Indenture Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Trust Accounts and in all proceeds thereof
(including all income thereon) and all such funds, investments, proceeds and
income shall be part of the Trust Estate.  The Trust Accounts shall be
under the sole dominion and control of the Indenture Trustee for the benefit of
the Noteholders and the Certificateholder, as the case may be.  If, at
any time, any of the Trust Accounts ceases to be an Eligible Deposit Account,
the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business
Days (or such longer period, not to exceed 30 calendar days, as to which the
Rating Agency Condition is satisfied) establish a new Trust Account as an
Eligible Deposit Account and shall transfer any cash and/or any investments to
such new Trust Account.  So long as U.S. Bank National Association is
an Eligible Institution, any Trust Account shall be maintained with it in an
Eligible Deposit Account.

     

    (ii)        With
respect to the Trust Account Property, the Indenture Trustee agrees, by its
acceptance hereof, that:

     

    (A)    any
Trust Account Property that is held in “deposit accounts” (as defined in Section
9-102(a)(29) of the UCC) shall be held solely in the Eligible Deposit Accounts
and (1) each such Eligible Deposit Account shall be subject to the exclusive
custody and control of the Indenture Trustee, the Indenture Trustee shall have
sole signature authority with respect thereto and to the extent the Indenture
Trustee ceases to be an Eligible Institution, the Indenture Trustee shall be the
related Eligible Institution’s “customer” and shall have “control” (in each case
within the meaning of Section 9-104 of the UCC) with respect to such Eligible
Deposit Account, (2) the Eligible Institution at which such Eligible Deposit
Account is maintained shall be a “bank” as defined in Section 9-102(a)(8) of the
UCC and shall agree to maintain such Eligible Deposit Account as a “deposit
account” as such term is defined in Section 9-102(a)(29) of the UCC, and (3) the
“bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) with
respect to such Eligible Deposit Account shall be the State of New
York;

     

    
      
         


      

      
        26

        
          

        

      

      
         


      

    

     

    
      (B)     any
Trust Account Property that is held in “securities accounts” (as defined in
Section 8-501(a) of the UCC) shall be held solely in Eligible Deposit Accounts;
and (1) the Eligible Institution at which each such Eligible Deposit Account is
maintained shall be a “securities intermediary” as defined in Section
8-102(a)(14) of the UCC and shall agree to maintain such Eligible Deposit
Account as a “securities account” as such term is defined in Section 8-501(a) of
the UCC, (2) the Eligible Institution at which such Eligible Deposit Account is
maintained shall treat the Indenture Trustee as entitled to exercise the rights
that comprise any “financial asset” (as defined in Section 8-102(a)(9) of
the UCC) credited to the account, and if at any time such Eligible Institution
shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8)
of the UCC) issued by the Indenture Trustee and relating to such Eligible
Deposit Account, such Eligible Institution shall comply with such entitlement
order without further consent by the Issuing Entity or any other Person, (3) the
Eligible Institution at which such Eligible Deposit Account is maintained shall
agree with the Indenture Trustee that each item of property (whether investment
property, financial asset, security, instrument or cash) credited to such
Eligible Deposit Account shall be treated as a “financial asset” within the
meaning of Section 8-102(a)(9) of the UCC, (4) the “securities intermediaries’
jurisdiction” (within the meaning of Section 8-110 of the UCC) with respect to
such Eligible Deposit Account shall be the State of New York and (5) the
Eligible Institution at which such Eligible Deposit Account is maintained shall
agree with the Indenture Trustee that in the event that such securities
intermediary has or subsequently obtains by agreement, by operation of law or
otherwise, a security interest in such Eligible Deposit Account or any financial
asset credited thereto, the securities intermediary agrees that such security
interest shall be subordinate to the security interest of the Indenture Trustee
and that the financial assets and other items deposited to such an Eligible
Deposit Account will not be subject to deduction, set-off, banker’s lien, or any
other right in favor of any person other than the Indenture
Trustee;

    

     

    (C)     any
Trust Account Property that is of the type described in paragraph (a) or (b) of
the definition of “Delivery” shall be delivered to the Indenture Trustee in
accordance with paragraph (a) or (b), as applicable, of the definition of
“Delivery”, and shall be held as described in such paragraph;

     

    (D)     any
Trust Account Property that is a book-entry security held through the Federal
Reserve System pursuant to Federal book-entry regulations shall be delivered in
accordance with paragraph (c) of the definition of “Delivery” and shall be
maintained by the Indenture Trustee, pending maturity or disposition, through
continued book-entry registration of such Trust Account Property as described in
such paragraph; and

     

    (E)      any
Trust Account Property that is an “uncertificated security” under Article 8 of
the UCC and that is not governed by clause (C) above shall be delivered to the
Indenture Trustee in accordance with paragraph (d) of the definition of
“Delivery” and shall be maintained by the Indenture Trustee, pending maturity or
disposition, through continued registration of the Indenture Trustee’s (or its
nominee’s) ownership of such security.

     

    (iii)       The
Servicer shall have the power, revocable by the Indenture Trustee or by the
Owner Trustee with the consent of the Indenture Trustee, to instruct the
Indenture Trustee to make withdrawals and payments from the Trust Accounts (to
the extent such amounts are property of the Issuing Entity) for the purpose of
permitting the Servicer or the Owner Trustee to carry out its respective duties
hereunder or permitting the Indenture Trustee to  

     

    
      
         


      

      
        27

        
          

        

      

      
         


      

    

     

    carry out
its duties under the Indenture. 

       

      SECTION
5.02   Collections.  So
long as (i) JDCC is the Servicer, (ii) a Servicer Default shall not have
occurred and be continuing and (iii) JDCC’s unsecured, non-guaranteed short term
debt maintains a rating of at least A-1 by Standard & Poor’s and
Prime-1 by Moody’s, the Servicer shall remit to the Collection Account all
payments by or on behalf of the Obligors with respect to the Receivables (other
than Purchased Receivables), all Liquidation Proceeds (exclusive of Recoveries,
which shall be applied in accordance with Section 4.02) and collections (as
collected during each Fiscal Month) to the Collection Account, not less than one
Business Day prior to the 15th day of the calendar month following such Fiscal
Month (or, if such Fiscal Month ends in the early part of a calendar month, then
the 15th day of such calendar month in which such Fiscal Month ends), provided,
that, with respect to the first Payment Date in May 2010, the Servicer shall
remit to the Collection Account such collections not less than one Business Day
prior to May 17, 2010.  Otherwise, the Servicer shall remit, such
collections within two Business Days of receipt thereof.  For purposes
of this Article V the phrase “payments by or on behalf of Obligors” shall mean
payments made with respect to the Receivables by persons other than the Servicer
or JDCC.

    

     

    SECTION
5.03   Additional
Deposits.  The
Servicer and the Seller shall deposit or cause to be deposited in the Collection
Account the aggregate Purchase Amount with respect to Purchased Receivables and
the Servicer shall deposit therein all amounts to be paid under Section
9.01(a).  The Servicer will deposit the aggregate Purchase Amount with
respect to Purchased Receivables when such obligations are due pursuant to
Section 4.07, unless the Servicer shall not be required to make deposits within
two Business Days of the receipt of collections from Obligors pursuant to
Section 5.02, in which case deposits of Purchased Amounts shall be made on the
Transfer Date.

     

    SECTION
5.04   Distributions.

     

    (a)      On
each Determination Date, the Servicer shall calculate the amounts to be
deposited in the Note Distribution Account and the Certificate Distribution
Account.

     

    (b)      On
the second Business Day prior to each Payment Date, the Servicer shall instruct
the Indenture Trustee in writing in substantially the form of Schedule G hereto
(based on the information contained in the Servicer’s Certificate delivered on
the related Determination Date pursuant to Section 4.09) to make deposits and
distributions to the Servicer or the Administrator or distribute to the
applicable Trust Account or Certificate Distribution Account by 12:00 noon (New
York time) in the case of the Trust Accounts and 11:00 A.M. (New York time) in
the case of the Certificate Distribution Account, in each case on such Payment
Date.  Distributions from the Total Distribution Amount shall be made
by the Indenture Trustee, to the extent available, in the following order of
priority:

     

    (i)         
to the Servicer (if JDCC or an Affiliate is not the Servicer), from the Total
Distribution Amount, the Servicing Fee and all unpaid Servicing Fees from prior
Collection Periods:

     

     

    
      
         


      

      
        28

        
          

        

      

      
         


      

    

     

    
      (ii)         to
the Administrator under the Administration Agreement, from the Total
Distribution Amount remaining after the application of clause (i), the
Administration Fee and all unpaid Administration Fees from prior Collection
Periods;

       

    

    (iii)           to
the Note Distribution Account, from the Total Distribution Amount remaining
after the application of clauses (i) and (ii), the accrued and unpaid interest
on the Notes for such Payment Date;

     

    (iv)           to
the Note Distribution Account, from the Total Distribution Amount remaining
after the application of clauses (i), (ii) and (iii), the Note Monthly Principal
Distributable Amount:

     

    (v)          
 to the Reserve Account, from the Total Distribution Amount remaining after
the application of clauses (i), (ii), (iii) and (iv) the amount, if any,
necessary to increase the amounts on deposit in the Reserve Account to the
Specified Reserve Account Balance;

     

    (vi)           to
the Servicer (if JDCC or an Affiliate is the Servicer), from the Total
Distribution Amount remaining after the application of clauses (i), (ii), (iii),
(iv) and (v) the Servicing Fee and all unpaid Servicing Fees from prior
Collection Periods;

     

    (vii)          to
the Indenture Trustee, from the Total Distribution Amount remaining after the
application of clauses (i), (ii), (iii), (iv), (v) and (vi), any unpaid amounts
due to the Indenture Trustee under Section 7.02 hereof and Section 6.07 of the
Indenture;

     

    (viii)         to
the Owner Trustee, from the Total Distribution Amount remaining after the
application of clauses (i), (ii), (iii), (iv), (v), (vi) and (vii), any unpaid
amounts due to the Owner Trustee under Section 7.02 hereof and Sections 8.01 and
8.02 of the Trust Agreement;

     

    (ix)           to
the Certificate Distribution Account, from the Total Distribution Amount
remaining after the application of clauses (i), (ii), (iii), (iv), (v), (vi),
(vii) and (viii) the Certificate Monthly Principal Distributable Amount, if any;
and

     

    (x)          
 to the Reserve Account, from the Total Distribution Amount remaining after
the application of clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and
(ix) the Total Distribution Amount remaining.

     

    (c)      With
respect to any unpaid amount due to the Indenture Trustee or the Owner Trustee,
as applicable, for which payment is sought by the Indenture Trustee or the Owner
Trustee, as applicable, pursuant to Section 5.04(b)(vii) or Section
5.04(b)(viii), respectively, the Indenture Trustee or the Owner Trustee, as
applicable, shall provide written notice to the Servicer at least five Business
Days prior to the Payment Date on which payment of such unpaid amount is sought,
together with such information regarding such unpaid amounts as the Servicer may
reasonably request.  Notwithstanding anything to the contrary
contained herein, no amount due to the Indenture Trustee or the Owner Trustee,
as applicable, will be eligible for payment under Section 5.04(b)(vii) or
Section 5.04(b)(viii), respectively, or this Section 5.04(c) unless


     

    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

    such
amount remains unpaid for more than 30 calendar days after delivery to the
Servicer by the Indenture Trustee or the Owner Trustee, as applicable, of demand
for payment.

     

    SECTION
5.05   Reserve
Account.

     

    (a)      On
the Closing Date, the Seller shall deposit the Reserve Account Initial Deposit
into the Reserve Account.  The Servicer shall determine the Specified
Reserve Account Balance for each Payment Date.

     

    (b)      (i)  If
the amount on deposit in the Reserve Account on each Payment Date (after giving
effect to all deposits or withdrawals therefrom on such Payment Date pursuant to
Section 5.04 and Section 5.05(c)) is greater than the Specified Reserve Account
Balance for such Payment Date, the Servicer shall instruct the Indenture Trustee
to distribute such excess in the Reserve Account to the Seller.

     

    (ii)          
 on the date on which all interest on and principal of the Notes have been
paid in full, the Servicer shall instruct the Indenture Trustee to distribute
the Reserve Account balance to the Seller.

     

    (iii)           Amounts
properly distributed to the Seller pursuant to this Section 5.05(b) shall be
deemed released from the Trust and the security interest therein granted to the
Indenture Trustee, and the Seller shall in no event thereafter be required to
refund any such distributed amounts.

     

    (c)      In
the event that the Noteholders’ Distributable Amount for a Payment Date exceeds
the amount deposited into the Note Distribution Account pursuant to Section
5.04(b)(iii) and (iv) on such Payment Date, the Servicer shall instruct the
Indenture Trustee to withdraw from the Reserve Account on such Payment Date, to
the extent of funds available therein, an amount equal to such excess and
deposit such amount into the Note Distribution Account.

     

    SECTION
5.06   Statements to the
Certificateholder and Noteholders.

     

    (a)      On
the second Business Day preceding each Payment Date, the Servicer shall provide
to the Indenture Trustee (with a copy to the Rating Agencies), for the Indenture
Trustee to make available on its website at www.usbank.com/abs on the Payment
Date, and to the Owner Trustee, for the Owner Trustee to forward to the
Certificateholder of record, a statement substantially in the form of Schedule E
or Schedule F, as applicable, setting forth at least the following information
as to the Notes and the Certificate to the extent applicable:

     

    (i)            
the amount of such distribution allocable to principal;

     

    (ii)         
  the amount of such distribution allocable to interest;

     

    (iii)           the
Pool Balance, Note Value and Pool Face Amount as of the close of business on the
last day of the preceding Collection Period;

     

    (iv)           (A)
the outstanding principal balance of (1) the Class A-1 Notes, (2) the Class A-2
Notes, (3) the Class A-3 Notes and (4) the Class A-4 Notes and (B)
the

     

    
      
         


      

      
        30

        
          

        

      

      
         


      

    

     

    Certificate
Balance, in each case after giving effect to payments allocated to principal
reported under (i) above;

     

    (v)         
  the amount of the Servicing Fee paid to the Servicer with respect to
the related Collection Period;

     

    (vi)           the
amount of the Administration Fee paid to the Administrator with respect to such
Collection Period;

     

    (vii)          the
aggregate amount of the Purchase Amounts for Purchased Receivables with respect
to the related Collection Period;

     

    (viii)         the
balance of the Reserve Account on such Payment Date, after giving effect to
distributions made on such Payment Date, and the Specified Reserve Account
Balance for such Payment Date; and

     

    (ix)           the
Face Amount of Receivables with any Scheduled Payments 60 days or more past due,
and such amount as a percentage of the Pool Face Amount, as of the close of
business on the last day of the preceding Collection Period.

     

    (b)      Each
amount set forth pursuant to subclause (i), (ii) or (iv) of clause 5.06(a) shall
be expressed as a dollar amount per $1,000 of original principal balance of a
Note.

     

    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 (i) and (ii) (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.

     

    SECTION
5.07   Net
Deposits.  As
an administrative convenience, unless the Servicer is required to remit
collections within two Business Days of their receipt, the Servicer will be
permitted to make the deposit of collections on the Receivables and Purchase
Amounts for or with respect to the Collection Period net of distributions to be
made to the Servicer 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.

     

    ARTICLE
VI

     

    The
Seller

     

    SECTION
6.01   Representations of
Seller.  The
Seller makes the following representations on which the Issuing Entity is deemed
to have relied in acquiring the 

     

    
      
         


      

      
        31

        
          

        

      

      
         


      

    

     

    Receivables.  The
representations speak as of the execution and delivery of this Agreement and
shall survive the sale of the Receivables to the Issuing Entity and the pledge
thereof to the Indenture Trustee pursuant to the Indenture. 

       

      (a)      Organization and Good
Standing.  The Seller is duly organized and validly existing as
a corporation in good standing under the laws of the State of Nevada, with the
power and authority to own its properties and to conduct its business as
such properties are currently owned and such business is presently conducted,
and had at all relevant times, and has, the power, authority and legal right to
acquire and own the Receivables.

    

     

    (b)      Due
Qualification.  The Seller is duly qualified to do business as
a foreign corporation in good standing, and has obtained all necessary licenses
and approvals in all jurisdictions in which the failure to so qualify or to
obtain such license or approval would render any Receivable unenforceable that
would otherwise be enforceable by the Seller, the Sub-Servicer or the Owner
Trustee.

     

    (c)      Power and
Authority.  The Seller has the power and authority to execute
and deliver this Agreement and to carry out its terms; the Seller has full power
and authority to sell and assign the property to be sold and assigned to and
deposited with the Issuing Entity and the Seller and shall have duly authorized
such sale and assignment to the Issuing Entity by all necessary corporate
action; and the execution, delivery and performance of this Agreement have been
duly authorized by the Seller by all necessary corporate action.

     

    (d)      Binding
Obligation.  This Agreement constitutes a legal, valid and
binding obligation of the Seller enforceable in accordance with its terms except
that such enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors’ rights generally and the remedy of specific performance and
injunctive relief may be subject to certain equitable defenses and to the
discretion of the court before which any proceeding therefor may be
brought.

     

    (e)      No
Violation.  The consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof do not conflict with,
result in any breach of any of the terms and provisions of, nor constitute (with
or without notice or lapse of time) a default under, the articles of
incorporation or by-laws of the Seller, or any indenture, agreement or other
instrument to which the Seller is a party or by which it shall be bound; nor
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than pursuant to the Basic Documents); nor violate any law or, to the
best of the Seller’s knowledge, any order, rule or regulation applicable to the
Seller of any court or of any federal or State regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the Seller
or its properties.

     

    (f)      No
Proceedings.  To the Seller’s best knowledge, there are no
proceedings or investigations pending, or threatened, before any court,
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Seller or its properties:  (i) asserting
the invalidity of this Agreement, the Indenture or any of the other Basic
Documents, the Notes or the Certificate, (ii) seeking to prevent the issuance of
the Notes or the Certificate or the consummation of any of the transactions
contemplated by this Agreement, the Indenture or 

    
      
         


      

      
        32

        
          

        

      

      
         


      

    

     

    any of the other Basic Documents, (iii) seeking any determination
or ruling that might materially and adversely affect the performance by the
Seller of its obligations under, or the validity or enforceability of, this
Agreement, the Indenture, any of the other Basic Documents, the Notes or the
Certificate or (iv) which involve the Seller and which might adversely affect
the Federal or state income tax attributes of the Notes or the
Certificate.

     

    SECTION
6.02   Corporate
Existence.

     

    (a)      During
the term of this Agreement, the Seller will keep in full force and effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Basic Documents and each other instrument or agreement necessary or appropriate
to the proper administration of this Agreement and the transactions contemplated
hereby.

     

    (b)      During
the term of this Agreement, the Seller shall observe the applicable legal
requirements for the recognition of the Seller as a legal entity separate and
apart from its Affiliates, including as follows:

     

    (i)           
 the Seller shall maintain corporate records and books of account separate
from those of its Affiliates;

     

    (ii)           
except as otherwise provided in this Agreement, the Seller shall not commingle
its assets and funds with those of its Affiliates;

     

    (iii)           the
Seller shall hold such appropriate meetings of its Board of Directors as are
necessary to authorize all the Seller’s corporate actions required by law to be
authorized by the Board of Directors, shall keep minutes of such meetings and of
meetings of its stockholder(s) and observe all other customary corporate
formalities (and any successor Seller not a corporation shall observe similar
procedures in accordance with its governing documents and applicable
law);

     

    (iv)           the
Seller shall at all times hold itself out to the public under the Seller’s own
name as a legal entity separate and distinct from its Affiliates;
and

     

    (v)           all
transactions and dealings between the Seller and its Affiliates will be
conducted on an arm’s-length basis.

     

    SECTION
6.03   Liability of Seller;
Indemnities.  The
Seller shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Seller under this
Agreement.

     

    (a)      The
Seller shall indemnify, defend and hold harmless the Issuing Entity, the Owner
Trustee and the Indenture Trustee and their officers, directors and agents from
and against any taxes that may at any time be asserted against the Issuing
Entity, the Owner Trustee or the Indenture Trustee or their officers, directors,
and agents with respect to the sale of the Receivables to the Issuing Entity or
the issuance and original sale of the Certificate and the 

     

    
      
         


      

      
        33

        
          

        

      

      
         


      

    

     

    Notes, including any sales, gross receipts, general corporation,
tangible personal property, privilege or license taxes (but, in the case of the
Issuing Entity, not including any taxes asserted with respect to ownership of
the Receivables or Federal or other income taxes arising out of the transactions
contemplated by this Agreement) and costs and expenses in defending against the
same.

     

    (b)      The
Seller shall indemnify, defend and hold harmless the Issuing Entity, the Owner
Trustee and the Indenture Trustee and their officers, directors, and agents from
and against any loss, liability or expense incurred by reason of (i) the
Seller’s willful misfeasance, bad faith or negligence in the performance of its
duties under this Agreement, or by reason of reckless disregard of its
obligations and duties under this Agreement and (ii) the Seller’s or the Issuing
Entity’s violation of Federal or State securities laws in connection with the
offering and sale of the Notes and the Certificate.

     

    (c)      The
Seller shall pay any and all state and local property taxes (including taxes on
intangibles), excise taxes, sales taxes and similar taxes levied or assessed
upon all or any part of the Owner Trust Estate including, without limitation,
the Receivables.

     

    (d)     Indemnification
under this Section shall survive the resignation or removal of the Owner Trustee
or the Indenture Trustee and the termination of this Agreement and shall include
reasonable fees and expenses of counsel and expenses of
litigation.  If the Seller shall have made any indemnity payments
pursuant to this Section and the Person to or on behalf of whom such payments
are made thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to the Seller, without interest.

     

    SECTION
6.04   Merger or Consolidation of,
or Assumption of the Obligations of, Seller.  Any
Person (a) into which the Seller may be merged or consolidated, (b) which may
result from any merger or consolidation to which the Seller shall be a party or
(c) which may succeed to the properties and assets of the Seller substantially
as a whole, which Person in any of the foregoing cases executes an agreement of
assumption to perform every obligation of the Seller under this Agreement, shall
be the successor to the Seller hereunder without the execution or filing of any
document or any further act by any of the parties to this Agreement; provided,
however, that (i) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 3.01 shall have been
breached and no Servicer Default, and no event that, after 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


    
      
         


      

      
        34

        
          

        

      

      
         


      

    

     

    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. 

       

      SECTION
6.05   Limitation on Liability of
Seller and Others.  The
Seller and any director or officer or employee or agent of the Seller may rely
in good faith on the advice of counsel or on any document of any kind, prima
facie properly executed and submitted by any Person respecting any
matters arising hereunder.  The Seller shall not be under any
obligation to appear in, prosecute or defend any legal action that shall not be
incidental to its obligations under this Agreement, and that in its opinion may
involve it in any expense or liability.

    

     

    SECTION
6.06   Seller May Own Notes;
Retention of the Certificate.  The
Seller and any Affiliate thereof may in its individual or any other capacity
become the owner or pledgee of the Notes with the same rights as it would have
if it were not the Seller or an Affiliate thereof, except as expressly provided
herein or in any Basic Document.  The Seller shall retain and not
transfer the Certificate.

     

    SECTION
6.07   Right of Seller to
Repurchase Receivables.  As
of the last day of any Collection Period, the Seller has an option to repurchase
any Receivable at a purchase price equal to the Purchase Amount of such
Receivable; provided that the aggregate Principal Balance of all Receivables
repurchased by the Seller pursuant to this Section 6.07 shall not at any time in
the aggregate exceed 2.0% of the Initial Pool Balance.  To exercise
such option, the Seller shall deposit pursuant to Section 5.03 in the Collection
Account an amount equal to the aggregate Purchase Amount of the repurchased
Receivables.

     

    ARTICLE
VII

     

    The
Servicer

     

    SECTION
7.01   Representations of
Servicer.  The
Servicer makes the following representations on which the Issuing Entity is
deemed to have relied in acquiring the Receivables.  The
representations speak as of the execution and delivery of this Agreement (or as
of the date a Person (other than the Indenture Trustee) becomes Servicer
pursuant to Sections 7.03 and 8.02, in the case of a successor to the Servicer)
and shall survive the sale of the Receivables to the Issuing Entity and the
pledge thereof to the Indenture Trustee pursuant to the Indenture.

     

    (a)      Organization and Good
Standing.  The Servicer is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has the corporate power and authority to own its properties
and to conduct the business in which it is currently engaged, and had at all
relevant times, and has, the power, authority and legal right to acquire, own,
sell and service the Receivables and to hold the Receivable Files as
custodian.

     

    (b)      Power and
Authority.  The Servicer has the corporate power and authority
to execute and deliver this Agreement and to carry out its terms; and the
execution, delivery and 

     

    
      
         


      

      
        35

        
          

        

      

      
         


      

    

     

    performance of this Agreement have been duly authorized by the
Servicer by all necessary corporate action.

       

      (c)      Binding
Obligation.  This Agreement constitutes a legal, valid and
binding obligation of the Servicer enforceable in accordance with its terms
except that such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors’ rights generally and the remedy of specific performance
and injunctive relief may be subject to certain equitable defenses and to the
discretion of the court before which any proceeding therefor may be
brought.

       

    

    (d)      No
Violation.  The consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof shall not conflict
with, result in any breach of any of the terms and provisions of, nor constitute
(with or without notice or lapse of time) a default under, the articles of
incorporation or by-laws of the Servicer, or any indenture, agreement or other
instrument to which the Servicer is a party or by which it shall be bound; nor
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than this Agreement); nor violate any law or, to the best of the
Servicer’s knowledge, any order, rule or regulation applicable to the Servicer
of any court or of any Federal or State regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Servicer or
its properties.

     

    (e)      No
Proceedings.  To the Servicer’s best knowledge, there are no
proceedings or investigations pending, or threatened, before any court,
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Servicer or its
properties:  (i) asserting the invalidity of this Agreement, the
Indenture, any of the other Basic Documents, the Notes or the Certificate, (ii)
seeking to prevent the issuance of the Notes or the Certificate or the
consummation of any of the transactions contemplated by this Agreement, the
Indenture or any of the other Basic Documents, (iii) seeking any determination
or ruling that might materially and adversely affect the performance by the
Servicer of its obligations under, or the validity or enforceability of, this
Agreement, the Indenture, any of the other Basic Documents, the Notes or the
Certificate or (iv) relating to the Servicer and which might adversely affect
the Federal or state income tax attributes of the Notes or the
Certificate.

     

    (f)      No Insolvent
Obligors.  As of the Cut-off Date, no Obligor on a Receivable
is shown on the Receivable Files as the subject of a bankruptcy
proceeding.

     

    SECTION
7.02   Indemnities of
Servicer.  The
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Servicer under this
Agreement.

     

    (a)      The
Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Owner
Trustee, the Indenture Trustee, the Noteholders, the Certificateholder and the
Seller and any of the officers, directors and agents of the Issuing Entity, the
Owner Trustee, the Indenture Trustee and the Seller from and against any and all
costs, expenses, losses, damages, claims and liabilities, arising out of or
resulting from the use, ownership or operation by the Servicer or any Affiliate
thereof of any Financed Equipment.

     

    
      
         


      

      
        36

        
          

        

      

      
         


      

    

     

    (b)      The
Servicer shall indemnify, defend and hold harmless the Issuing Entity, the Owner
Trustee, the Indenture Trustee, and the Seller and their respective officers,
directors and agents from and against any taxes that may at any time be asserted
against any such Person with respect to the transactions contemplated herein,
including any sales, gross receipts, general corporation, tangible personal
property, privilege or license taxes (but, in the case of the Issuing Entity,
not including any taxes asserted with respect to, and as of the date of, the
sale of the Receivables to the Issuing Entity or the issuance and original sale
of the Certificate and the Notes, or asserted with respect to ownership of the
Receivables, or Federal or other income taxes arising out of distributions on
the Certificate or the Notes) and costs and expenses in defending against the
same.

     

    (c)      The
Servicer shall indemnify, defend and hold harmless the Issuing Entity, the Owner
Trustee, the Indenture Trustee, the Seller, the Certificateholder and the
Noteholders and any of the officers, directors and agents of the Issuing Entity,
the Owner Trustee, the Indenture Trustee and the Seller from and against any and
all costs, expenses, losses, claims, damages and liabilities to the extent that
such cost, expense, loss, claim, damage or liability arose out of, or was
imposed upon any such Person through, the negligence, willful misfeasance or bad
faith of the Servicer in the performance of its duties under this Agreement or
by reason of reckless disregard of its obligations and duties under this
Agreement or on account of the failure of the Servicer to be qualified to do
business as a foreign corporation or to have obtained a license or approval in
any jurisdiction.

     

    (d)      The
Servicer shall indemnify, defend and hold harmless the Owner Trustee and the
Indenture Trustee and their respective officers, directors and agents from and
against all costs, expenses, losses, claims, damages and liabilities arising out
of or incurred in connection with the acceptance or performance of the trusts
and duties herein and contained in the Trust Agreement, in the case of the Owner
Trustee, and contained in the Indenture, in the case of the Indenture Trustee,
except to the extent that such cost, expense, loss, claim, damage or
liability:  (i) shall be due to the willful misfeasance, bad faith or
negligence (except for errors in judgment) of the Owner Trustee or the Indenture
Trustee as applicable; or (ii) shall arise from the breach by the Owner Trustee
of any of its representations or warranties set forth in Section 7.03 of the
Trust Agreement.

     

    (e)      To
the extent not indemnified by the Seller under Section 6.03, the Servicer shall
pay any and all taxes levied or assessed upon all or any part of the Owner Trust
Estate, other than any taxes asserted with respect to, and as of the date of,
the sale of the Receivables to the Issuing Entity or the issuance and original
sale of the Certificate and the Notes, or Federal or other income taxes imposed
on the Issuing Entity because of its classification or reclassification for tax
purposes, or Federal or other income taxes arising out of distributions on the
Certificate or the Notes, and the Servicer shall pay and indemnify against any
and all state and local property taxes (including taxes on intangibles), excise
taxes, sales taxes, franchise taxes (excluding franchise taxes based on or
measured by income) and similar taxes levied or assessed upon all or any part of
the Owner Trust Estate including, without limitation, the
Receivables.

     

    (f)      The
Servicer shall pay the Indenture Trustee from time to time reasonable
compensation for all services rendered by the Indenture Trustee under the
Indenture (which 

     

    
      
         


      

      
        37

        
          

        

      

      
         


      

    

     

    compensation
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust).

     

    (g)      The
Servicer shall, except as otherwise expressly provided in the Indenture,
reimburse the Indenture Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Indenture Trustee in
accordance with any provision of the Indenture (including, but not limited to,
the reasonable compensation, expenses and disbursements of its agents and either
in-house counsel or outside counsel, but not both) except any such expense,
disbursement or advance as may be attributable to its negligence or bad
faith.

     

    (h)     
The Servicer shall pay (or cause to be paid) when due and shall indemnify,
defend and hold harmless the Issuing Entity from and against all liability as a
result of Treasury Regulation Section 1.1502-6(a) or similar provision under
state or local law for income, franchise, gross receipts or other doing business
taxes of the Servicer and any other corporation or entity (other than the
Issuing Entity) that joins or has ever joined (or is or has ever been required
to join) with the Servicer or the Seller in filing any consolidated, combined or
unitary tax return, and costs and expenses in defending against the same;
provided, however, the Issuing Entity shall be liable for and shall pay when due
any and all taxes of the Issuing Entity (including from ownership and collection
of the Receivables) determined on separate entity basis and no claim may be made
and no amount indemnified against under this Section 7.02(h) on account of taxes
of the Issuing Entity.

     

    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.  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 thereafter collects any of such amounts from others, such Person shall
promptly repay such amounts to the Servicer, without interest.

     

    SECTION
7.03   Merger or Consolidation of,
or Assumption of the Obligations of, Servicer.  Any
Person (a) into which the Servicer may be merged or consolidated, (b) which may
result from any merger or consolidation to which the Servicer shall be a party,
(c) which may succeed to the properties and assets of the Servicer substantially
as a whole, or (d) with respect to the Servicer’s obligations hereunder, which
is a corporation 50% or more of the voting stock of which is owned, directly or
indirectly, by Deere, which Person executed an agreement of assumption to
perform every obligation of the Servicer hereunder, shall be the successor to
the Servicer under this Agreement without further act on the part of any of the
parties to this Agreement; provided, however, that (i) immediately after giving
effect to such transaction, no Servicer Default, and no event which, after
notice or lapse of time, or both, would become a Servicer Default shall have
occurred and be continuing, (ii) the Servicer shall have delivered to the Owner
Trustee and the Indenture Trustee an Officers’ Certificate and an Opinion of
Counsel

     

    
      
         


      

      
        38

        
          

        

      

      
         


      

    

     

    each
stating that such consolidation, merger or succession and such agreement of
assumption comply with this Section and that all conditions precedent 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 Servicer 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 (if required) and filed that are
necessary fully to preserve and protect the interest of the Owner Trustee and
the 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.  The
Servicer shall provide the Seller in writing with such information as reasonably
requested by the Seller to comply with its Exchange Act reporting obligations
with respect to a successor servicer.  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), (c) or (d)
above.

     

    SECTION
7.04   Limitation on Liability of
Servicer and Others.  Neither
the Servicer nor the Sub-Servicer nor any of the directors or officers or
employees or agents of the Servicer or the Sub-Servicer, as the case may be,
shall be under any liability to the Issuing Entity, the Noteholders or the
Certificateholder, except as provided under this Agreement, for any action taken
or for refraining from the taking of any action pursuant to this Agreement or
for errors in judgment; provided, however, that this provision shall not protect
the Servicer, the Sub-Servicer or any such person against any liability that
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties under this Agreement.  The Servicer, the
Sub-Servicer and any director or officer or employee or agent of the Servicer or
the Sub-Servicer, as the case may be, may rely in good faith on any document of
any kind prima facie properly executed and submitted by any person respecting
any matters arising under this Agreement.

     

    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 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.

     

    SECTION
7.05   JDCC Not to Resign as
Servicer.  Subject
to the provisions of Section 7.03, JDCC shall not resign from the obligations
and duties hereby imposed on it as Servicer under this Agreement except upon
determination that the performance of its duties under this Agreement shall no
longer be permissible under applicable law.  Notice of any such
determination permitting the resignation of JDCC shall be communicated to the
Owner Trustee and the Indenture Trustee at the earliest practicable time (and,
if such communication is not in writing, shall be confirmed in writing at the
earliest practicable time) and any such determination shall be evidenced by an
Opinion of Counsel to such effect delivered to the Owner Trustee and the
Indenture Trustee concurrently with or promptly after such notice.  No
such resignation shall

     

    
      
         


      

      
        39

        
          

        

      

      
         


      

    

     

    become
effective until the Indenture Trustee or a successor Servicer shall have assumed
the responsibilities and obligations of JDCC in accordance with Section 8.02 and
provided the Seller in writing with such information as reasonably requested by
the Seller to comply with its Exchange Act reporting obligations with respect to
such resignation.

     

    SECTION
7.06   Servicer to Act as
Administrator.  In
the event of the resignation or removal of the Administrator and the failure of
a successor Administrator to have been appointed and to have accepted such
appointment as successor Administrator, the Servicer shall become the successor
Administrator and shall be bound by the terms of the Administration
Agreement.

     

    ARTICLE
VIII

     

    Default

     

    SECTION
8.01   Servicer
Default.  If
any one of the following events (a “Servicer Default”) shall occur and be
continuing:

     

    (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 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

     

    
      
         


      

      
        40

        
          

        

      

      
         


      

    

     

    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 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.  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 Rating
Agencies.

    


    SECTION
8.02   Appointment of
Successor.

     

    (a)      Upon
the Servicer’s receipt of notice of termination, pursuant to Section 8.01 or the
Servicer’s resignation in accordance with the terms of this Agreement, the
predecessor Servicer shall continue to perform its functions as Servicer under
this Agreement, in the case of termination, only until the date specified in
such termination notice or, if no such date is specified in a notice of
termination, until receipt of such notice and, in the case of resignation, until
the earlier of (x) the date 45 days from the delivery to the Owner Trustee and
the Indenture Trustee of written notice of such resignation (or written
confirmation of such notice) in accordance with the terms of this Agreement and
(y) the date upon which the predecessor Servicer shall become unable to act as
Servicer, as specified in the notice of resignation and accompanying Opinion of
Counsel.  In the event of the Servicer’s termination hereunder, the
Indenture Trustee shall appoint a successor Servicer, and the successor Servicer
shall accept its appointment by a written assumption in form acceptable to the
Owner Trustee and the Indenture Trustee.  In the event that a
successor Servicer has not been appointed at the time when the predecessor
Servicer has ceased to act as Servicer in accordance with this Section, pending
the appointment of and acceptance by a successor Servicer, the Indenture Trustee
without further action shall automatically be appointed and serve as the
successor Servicer and the Indenture Trustee shall be entitled to the Servicing
Fee; provided, however, the provisions of Section 7.01 shall not apply and the
provisions of Section 4.07 shall not apply in the case of a breach by a
predecessor Servicer.  The Indenture Trustee may delegate any of its
servicing obligations to an Affiliate or agent in accordance with Section
4.14.  The Indenture Trustee shall not be liable for any action or
failure to act on the part of the predecessor
Servicer.  Notwithstanding the above, the Indenture Trustee shall, if
it shall be unwilling or legally unable so to act, appoint or petition a court
of competent jurisdiction to appoint, any established institution, having a net
worth of not less than $50,000,000 and whose regular business shall include the
servicing of equipment receivables, as the successor to the Servicer under this
Agreement.

     

    
      
         


      

      
        41

        
          

        

      

      
         


      

    

     

    (b)      Upon
appointment, the successor Servicer (including the Indenture Trustee acting as
successor Servicer) shall be the successor in all respects to the predecessor
Servicer and shall be subject to all the responsibilities, duties and
liabilities arising thereafter relating thereto placed on the predecessor
Servicer and shall be entitled to the Servicing Fee and all the rights granted
to the predecessor Servicer by the terms and provisions of this
Agreement.

     

    (c)      Subject
to the Indenture Trustee’s right to appoint a successor Servicer pursuant to
Section 8.02(a) after the Indenture Trustee has become the Servicer, the
Servicer may not resign unless it is prohibited from serving as such by
law.

     

    SECTION
8.03   Notification to Noteholders
and the Certificateholder.  Upon
any termination of, or appointment of a successor to the Servicer pursuant to
this Article VIII, the Owner Trustee shall give prompt written notice thereof to
the Certificateholder and the Indenture Trustee shall give prompt written notice
thereof to Noteholders and the Rating Agencies.

     

    SECTION
8.04   Waiver of Past
Defaults.  The
Holders of Notes evidencing not less than a majority of the Outstanding Amount
of the Notes, on behalf of all Noteholders (or the Holder (as defined in the
Trust Agreement) of the Certificate, in the case of any default which does not
adversely affect the Indenture Trustee or the Noteholders) may, waive in writing
any default by the Servicer in the performance of its obligations hereunder and
its consequences, except a default in making any required deposits to or
payments from any of the Trust Accounts in 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.

     

    ARTICLE
IX

     

    Termination

     

    SECTION
9.01   Optional Purchase of All
Receivables and Termination.

     

    (a)      On
the last day of any Collection Period immediately preceding a Payment Date as of
which the then outstanding Pool Balance is 10% or less of the Initial Pool
Balance, the Servicer shall have the option to purchase the Owner Trust Estate,
other than the Trust Accounts and the Certificate Distribution Account;
provided, however, that the Servicer may not effect any such purchase so long as
the rating on Deere’s long-term debt obligations is less than Baa3 by Moody’s,
unless the Owner Trustee and the Indenture Trustee shall have received an
Opinion of Counsel to the effect that such purchase would not constitute a
fraudulent conveyance; provided further that each Rating Agency shall receive a
copy of such Opinion of Counsel and the Rating Agency Condition is satisfied
with respect to such purchase.  To exercise such option, the Servicer
shall deposit pursuant to Section 5.03 in the Collection Account an amount equal
to the aggregate Purchase Amount for the Receivables (including defaulted
Receivables) and shall succeed to all interests in and to the
Trust.

     

    (b)      Upon
any sale of the assets of the Trust pursuant to Section 9.02 of the Trust
Agreement, the Servicer shall instruct the Indenture Trustee to deposit the
proceeds from such

     

    
      
         


      

      
        42

        
          

        

      

      
         


      

    

     

    sale
after all payments and reserves therefrom have been made (the “Insolvency
Proceeds”) in the Collection Account.  On the Payment Date on which
the Insolvency Proceeds are deposited in the Collection Account (or, if such
proceeds are not so deposited on a Payment Date, on the Payment Date immediately
following such deposit), the Servicer shall instruct the Indenture Trustee to
make the following deposits (after the application on such Payment Date of the
Total Distribution Amount and funds on deposit in the Reserve Account pursuant
to Sections 5.04 and 5.05) from the Insolvency Proceeds and any funds remaining
on deposit in the Reserve Account (to the extent such amounts are property of
the Issuing Entity) (including the proceeds of any sale of investments therein
as described in the following sentence):

     

    (i)            
to the Note Distribution Account, any portion of the accrued but unpaid interest
on the Notes not otherwise deposited into the Note Distribution Account on such
Payment Date;

     

    (ii)           
to the Note Distribution Account, the outstanding principal balance of the Notes
(after giving effect to the reduction in the outstanding principal balance of
the Notes to result from the deposits made in the Note Distribution Account on
such Payment Date and on prior Payment Dates); and

     

    (iii)           to
the Certificate Distribution Account, the Certificate Balance (after giving
effect to the reduction in the Certificate Balance to result from the deposits
made in the Certificate Distribution Account on such Payment Date).

     

    Any
investments on deposit in the Reserve Account and the Note Distribution Account
(to the extent such amounts are property of the Issuing Entity) which will not
mature on or before such Payment Date shall be sold by the Indenture 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.

     

    (c)      Notice
of any termination of the Trust shall be given by the Servicer to the Owner
Trustee and the Indenture Trustee as soon as practicable after the Servicer has
received notice thereof.

     

    (d)      Following
the satisfaction and discharge of the Indenture and the payment in full of the
principal of and interest on, and the cancellation of all of, the Notes, the
Certificateholder will succeed to the rights of the Noteholders hereunder other
than Section 5.06(a) and the Owner Trustee will succeed to the rights of the
Indenture Trustee pursuant to this Agreement.

     

    (e)      This
Agreement shall terminate upon the termination of the Trust.

     

    ARTICLE
X

     

    Miscellaneous
Provisions

     

    SECTION
10.01   Amendment.  This
Agreement may be amended by the Seller, the Servicer and the Owner Trustee, with
the consent of the Indenture Trustee, but

     

    
      
         


      

      
        43

        
          

        

      

      
         


      

    

     

    without
the consent of any of the Noteholders or the Certificateholder, to cure any
ambiguity, to correct or supplement any provision in this Agreement or for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions in this Agreement or of modifying in any manner the rights of
the Noteholders or the Certificateholder; provided, however, that such action
shall not, adversely affect in any material respect the interests of any
Noteholder or Certificateholder; provided further that 10 days’ (or, in the case
of Fitch, 10 Business Days’) prior written notice of any such amendment be given
to each Rating Agency and, if Moody’s notifies the Owner Trustee that such
amendment will result in a downgrading or withdrawal of the then current rating
of any class of the Notes or the Certificate, such amendment shall become
effective 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; provided further that any solicitation of such consent shall
disclose the downgrading or withdrawal that would result from such
amendment.

     

    This
Agreement may also be amended from time to time, with 10 days prior written
notice to each of the Rating Agencies, 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 and the Certificate Balance, 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.

     

    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.

     

    SECTION
10.02   Protection of Title to
Trust.

     

    
      
         


      

      
        44

        
          

        

      

      
         


      

    

     

    (a)      The
Seller shall file (and if required, authorize) such financing statements and
cause to be authorized and filed such continuation statements, all in such
manner and in such places as may be required by law fully to preserve, maintain,
and protect the interest of the Issuing Entity and the interests of the
Indenture Trustee in the Receivables and in the proceeds thereof.  The
Seller shall deliver (or cause to be delivered) to the Owner Trustee and the
Indenture Trustee file-stamped copies of, or filing receipts for, any document
filed as provided above, as soon as available following such
filing.

     

    (b)      Neither
the Seller nor the Servicer shall change its name, identity, corporate structure
or jurisdiction of organization in any manner that would, could or might make
any financing statement or continuation statement filed in accordance with
paragraph (a) above seriously misleading within the meaning of Section 9-506 of
the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee
at least five days’ prior written notice thereof and shall have promptly filed
appropriate new financing statements and/or amendments to all previously filed
financing statements or continuation statements.

     

    (c)      Each
of the Seller and the Servicer shall have an obligation to give the Owner
Trustee and the Indenture Trustee at least 60 days prior written notice of any
relocation of its jurisdiction of organization if, as a result of such
relocation, the applicable provisions of the UCC would require the filing of any
amendment of any previously filed financing or continuation statement or of any
new financing statement and shall promptly file any such amendment or new
financing statements as the case may be.  The Servicer shall at all
times maintain each office from which it shall service Receivables, and its
jurisdiction of organization, within the United States of America.

     

    (d)      The
Servicer shall maintain accounts and records as to each Receivable accurately
and in sufficient detail to permit (i) the reader thereof to know at any time
the status of such Receivable, including payments and recoveries made and
payments owing (and the nature of each) and (ii) reconciliation between payments
or recoveries on (or with respect to) each Receivable and the amounts from time
to time deposited in the Collection Account in respect of such
Receivable.

     

    (e)      The
Servicer shall maintain its computer systems so that, from and after the time of
sale under this Agreement of the Receivables, the Servicer’s master computer
records (including any backup archives) that refer to a Receivable shall
indicate clearly the interest of the Issuing Entity and the Indenture Trustee in
such Receivable and that such Receivable is owned by the Issuing Entity and has
been pledged to the Indenture Trustee.  Indication of the Issuing
Entity’s and the Indenture Trustee’s interest in a Receivable shall be deleted
from or modified on the Servicer’s computer systems when, and only when, the
related Receivable shall have been paid in full, purchased or
repurchased.

     

    (f)      In
the event that (x) a successor Servicer is appointed to replace JDCC as Servicer
pursuant to Section 8.02 and (y) the technology system or software of such
successor Servicer used to originate electronic contracts and record information
related thereto is not compatible with such system or software utilized by JDCC
as the Servicer, then, unless otherwise instructed by the Indenture Trustee,
with respect to each Receivable constituting “electronic chattel paper” as
defined in Section 9-102(a)(31) of the UCC, an authorized

     

    
      
         


      

      
        45

        
          

        

      

      
         


      

    

     

    representative
of JDCC shall use commercially reasonable efforts to convert the “authoritative
copy” within the meaning of Section 9-105 of the UCC of such Receivable 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 successor Servicer in accordance with the terms of Section
8.01.

     

    (g)      If
at any time the Seller or the Servicer shall propose to sell, grant a security
interest in, or otherwise transfer any interest in equipment receivables to any
prospective purchaser, lender or other transferee, the Servicer shall give to
such prospective purchaser, lender or other transferee computer tapes, records
or printouts (including any restored from backup archives) that, if they shall
refer in any manner whatsoever to any Receivable, shall indicate clearly that
such Receivable has been sold and is owned by the Issuing Entity and has been
pledged to the Indenture Trustee.

     

    (h)      The
Servicer shall permit the Indenture Trustee and its agents at any time during
normal business hours to inspect, audit and make copies of and abstracts from
the Servicer’s records regarding any Receivable.  The Indenture
Trustee and its agents shall give reasonable notice of any such inspection or
audit and such inspection shall be conducted in a manner that does not cause
undue disruption or interference with the Servicer’s business.

     

    (i)      Upon
request, the Servicer shall furnish to the Owner Trustee or to the Indenture
Trustee, within five Business Days, a list of all Receivables (by contract
number and name of Obligor) then held as part of the Trust, together with a
reconciliation of such list to the Schedule of Receivables and to each of the
Servicer’s Certificates furnished before such request indicating removal of
Receivables from the Trust.

     

    (j)      The
Servicer shall deliver to the Owner Trustee and the Indenture
Trustee:

     

    (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 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;
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

     

    
      
         


      

      
        46

        
          

        

      

      
         


      

    

     

    (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.

     

    (k)      The
Seller shall, to the extent required by applicable law, cause the Certificate
and the Notes to be registered with the Commission pursuant to Section 12(b) or
Section 12 (g) of the Exchange Act within the time periods specified in such
sections.

     

    SECTION
10.03   Notices.  All
demands, notices, instructions and communications upon or to the Seller, the
Servicer, the Owner Trustee, the Indenture Trustee or the Rating Agencies under
this Agreement shall be in writing, personally delivered, sent by facsimile or
mailed by certified mail, return receipt requested, and shall be deemed to have
been duly given upon receipt (a) in the case of the Seller, to John Deere
Receivables, Inc., 1 East First Street, Suite 600, Reno, Nevada 89501,
Attention:  Manager (702-786-5914), with a copy to Assistant
Treasurer, Deere & Company, One John Deere Place, Moline, Illinois
61265-8098 (309-765-5697), (b) in the case of the Servicer, to John Deere
Capital Corporation, 1 East First Street, Suite 600, Reno, Nevada 89501,
Attention:  Manager (702-786-5527), with a copy to Assistant
Treasurer, Deere & Company, One John Deere Place, Moline, Illinois
61265-8098 (309-765-5697), (c) in the case of the Issuing Entity or the Owner
Trustee, at the Corporate Trust Office (as defined in the Trust Agreement) with
a copy to The Bank of New York Mellon, 101 Barclay Street, Floor 4 West, New
York, NY 10286, Attention: Michael Burack, (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, 99 Church Street, New York,
New York 10007 and (f) in the case of Fitch, to Fitch Ratings Ltd., One State
Street Plaza, 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.

     

    SECTION
10.04   Assignment.  Notwithstanding
anything to the contrary contained herein, except as provided in Sections 6.04
and 7.03 and as provided in the provisions of this Agreement concerning the
resignation of the Servicer, this Agreement may not be assigned by the Seller or
the Servicer.

     

    SECTION
10.05   Limitations on Rights of
Others.  The
provisions of this Agreement are solely for the benefit of the Seller, the
Servicer, the Issuing Entity, the Owner Trustee, the Certificateholder, the
Indenture Trustee and the Noteholders and nothing in this Agreement, whether
express or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Owner Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.

     

    SECTION
10.06   Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    
      
         


      

      
        47

        
          

        

      

      
         


      

    

     

    SECTION
10.07   Separate
Counterparts.  This
Agreement may be executed by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same
instrument.

     

    SECTION
10.08   Headings.  The
headings of the various Articles and Sections herein are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.

     

    SECTION
10.09   Governing
Law.  THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

     

    SECTION
10.10   Assignment to Indenture
Trustee.  The
Seller hereby acknowledges and consents to any mortgage, pledge, assignment and
grant of a security interest by the Issuing Entity to the Indenture Trustee
pursuant to the Indenture for the benefit of the Noteholders of all right, title
and interest of the Issuing Entity in, to and under the Receivables and/or the
assignment of any or all of the Issuing Entity’s rights and obligations
hereunder to the Indenture Trustee.

     

    SECTION
10.11   Nonpetition
Covenants.

     

    (a)      Notwithstanding
any prior termination of this Agreement, the Servicer and the Seller shall not,
prior to the date which is one year and one day after the termination of this
Agreement with respect to the Issuing Entity, acquiesce, petition or otherwise
invoke or cause the Issuing Entity to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Issuing Entity under any Federal or State bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuing Entity or any substantial
part of its property, or ordering the winding up or liquidation of the affairs
of the Issuing Entity.

     

    (b)      Notwithstanding
any prior termination of this Agreement, the Servicer shall not, prior to the
date which 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, acquiesce, petition or otherwise invoke or cause the Seller to invoke
the process of any court or government authority for the purpose of commencing
or sustaining a case against the Seller under any Federal or State bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Seller or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Seller.

     

    SECTION
10.12   Limitation of Liability of
Owner Trustee and Indenture Trustee.

     

    (a)      Notwithstanding
anything contained herein to the contrary, this Agreement has been countersigned
by BNY Mellon Trust of Delaware not in its individual capacity but solely in its
capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon
Trust of Delaware in its individual capacity have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuing Entity hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be

     

    
      
         


      

      
        48

        
          

        

      

      
         


      

    

     

    had
solely to the assets of the Issuing Entity.  For all purposes of this
Agreement, in the performance of its duties or obligations hereunder or in the
performance of any duties or obligations of the Issuing Entity hereunder, the
Owner Trustee shall be subject to, and entitled to the benefits of, the terms
and provisions of Articles VI, VII and VIII of the Trust Agreement.

     

    (b)      Notwithstanding
anything contained herein to the contrary, this Agreement has been accepted by
U.S. Bank National Association not in its individual capacity but solely as
Indenture Trustee and in no event shall U.S. Bank National Association have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuing Entity hereunder or in any of the certificates,
notices or agreements delivered pursuant hereto, as to all of which recourse
shall be had solely to the assets of the Issuing Entity.

     

    SECTION
10.13   Additional
Securities.  The
issuance of any securities by John Deere Receivables, Inc., other than the Notes
and the Certificate, will require satisfaction of the Rating Agency
Condition.

     

     

     

     

     

     

    
      
         


      

      
        49

        
          

        

      

      
         


      

    

     

    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 2010	 
	 	 	 	 	 
	 	By:  	
                BNY
      Mellon Trust of Delaware, 

                not
      in its individual capacity but solely as 

                Owner
      Trustee on behalf of the Trust,

              	 
	 	 	 	 
	 	By:  	/s/ Kristine
      K. Gullo	 
	 	 	Name:  	
                Kristine
      K. Gullo

              	 
	 	 	Title:  	
                Vice
      President

              	 


      

    

    
       

       

      
        
          	 	
                  JOHN
      DEERE RECEIVABLES, INC.,

                  Seller,

                	 
	 	 	 	 
	 	By:  	/s/ Chad
      Volkert	 
	 	 	Name:  	
                  

                    Chad
      Volkert

                  

                	 
	 	 	Title:  	
                  

                    Assistant
      Secretary

                  

                	 


        

      

      
         

        
          
            	 	
                    

                      JOHN
      DEERE CAPITAL CORPORATION,

                      Servicer,

                    

                  	 
	 	 	 	 
	 	By:  	/s/
      Steven
      A. Holmes	 
	 	 	Name: 
    	
                    

                      

                        Steven
      A. Holmes

                      

                    

                  	 
	 	 	Title: 
    	
                    

                      Assistant
      Secretary

                    

                  	 


          

        

      

    

     

     

     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Acknowledged,
Accepted and Agreed:

     

    BNY
Mellon Trust of Delaware,

      not
in its individual

      capacity
but solely

      as
Owner Trustee,

     

    
       

      
        	By:  	/s/ Kristine K.
      Gullo	 
	 	Name: 
    	Kristine K.
      Gullo	 
	 	Title: 	Vice
    President	 


      

       

       

       

    

     

    Acknowledged,
Accepted and Agreed:

     

    U.S. Bank
National Association,

      not
in its individual

      capacity
but solely

      as
Indenture Trustee,

     

     

    
      
        	By:  	/s/ Melissa A.
      Rosal	 
	 	Name: 
    	Melissa A.
      Rosal	 
	 	Title: 	Vice
    President	 


      

       

    

     

     

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
A

     

    Schedule
of Receivables

     

    (Delivered
to the Trust at the Closing)

     

     

     

     

     

     

     

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
B

     

    Location
of Receivable Files

     

    Suite
600

     

    1 East
First Street

     

    Reno,
Nevada 89501

     

     

     

     

     

     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
C

     

    LIST OF
FISCAL MONTHS

     

    FISCAL
MONTH CUTOFF DATES (BY FISCAL YEAR)

     

    


     

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Fiscal

            	
              Calendar

            	
              2010

            	
              2011

            	
              2012

            	
              2013

            	
              2014

            	
              2015

            	
              2016

            	
              2017

            
	
              Month

            	
              Month

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              1

            	
              November

            	
               29-Nov-09

            	
              28-Nov-10

            	
              27-Nov-11

            	
              25-Nov-12

            	
              24-Nov-13

            	
              30-Nov-14

            	
              29-Nov-15

            	
              27-Nov-16

            
	
              2

            	
              December

            	
              27-Dec-09

            	
              26-Dec-10

            	
              25-Dec-11

            	
              23-Dec-12

            	
              22-Dec-13

            	
              28-Dec-14

            	
              27-Dec-15

            	
              25-Dec-16

            
	
              3

            	
              January

            	
              31-Jan-10

            	
              30-Jan-11

            	
              29-Jan-12

            	
              27-Jan-13

            	
              26-Jan-14

            	
              01-Feb-15

            	
              31-Jan-16

            	
              29-Jan-17

            
	
              4

            	
              February

            	
              28-Feb-10

            	
              27-Feb-11

            	
              26-Feb-12

            	
              24-Feb-13

            	
              23-Feb-14

            	
              01-Mar-15

            	
              28-Feb-16

            	
              26-Feb-17

            
	
              5

            	
              March

            	
              28-Mar-10 

            	
              27-Mar-11

            	
              25-Mar-12

            	
              24-Mar-13

            	
              23-Mar-14

            	
              29-Mar-15

            	
              27-Mar-16

            	
              26-Mar-17

            
	
              6

            	
              April

            	
              02-May-10

            	
              01-May-11

            	
              29-Apr-12

            	
              28-Apr-13

            	
              27-Apr-14

            	
              03-May-15

            	
              01-May-16

            	
              30-Apr-17

            
	
              7

            	
              May

            	
              30-May-10 

            	
              29-May-11

            	
              27-May-12

            	
              26-May-13

            	
              25-May-14

            	
              31-May-15

            	
              29-May-16

            	
              28-May-17

            
	
              8

            	
              June

            	
              27-Jun-10

            	
              26-Jun-11

            	
              24-Jun-12

            	
              23-Jun-13

            	
              22-Jun-14

            	
              28-Jun-15

            	
              26-Jun-16

            	
              25-Jun-17

            
	
              9

            	
              July

            	
              01-Aug-10

            	
              31-Jul-11

            	
              29-Jul-12

            	
              28-Jul-13

            	
              27-Jul-14

            	
              02-Aug-15

            	
              31-Jul-16

            	
              30-Jul-17

            
	
              10

            	
              August

            	
              29-Aug-10

            	
              28-Aug-11

            	
              26-Aug-12

            	
              25-Aug-13

            	
              24-Aug-14

            	
              30-Aug-15

            	
              28-Aug-16

            	
              27-Aug-17

            
	
              11

            	
              September

            	
              26-Sep-10

            	
              25-Sep-11

            	
              23-Sep-12

            	
              22-Sep-13

            	
              28-Sep-14

            	
              27-Sep-15

            	
              25-Sep-16

            	
              24-Sep-17

            
	
              12

            	
              October

            	
              31-Oct-10

            	
              30-Oct-11

            	
              28-Oct-12

            	
              27-Oct-13

            	
              2-Nov-14

            	
              1-Nov-15

            	
              30-Oct-16

            	
              29-Oct-17

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
D

     

    Servicer’s
Certificate

     

    The
undersigned hereby certify that (i) they are, respectively, a duly elected 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 April 22, 2010 between John Deere
Owner Trust 2010, John Deere Receivables, Inc. and John Deere Capital
Corporation.

    
       

      
        
          	Dated: 	 	 
	 	Name: 	 	 
	 	Title:  	Vice
      President	 
	 	 	 	
                   

                	 
	 	 	 
	 	Name:  	 	 
	 	Title: 	Assistant Secretary	 
	 	 	 	 	 


        

      

      
         

      

    

     

                                                                   

     

                 

     

    


     

                 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Payment
Date:                                                                           

     

    Scheduled
Payment Date:

    Actual
Payment Date:

    Collection
Period Begin Date:

    Collection
Period End Date:

    Days in
accrual period for Act/360:

    Days in
accrual period for 30/360:

    


    
      	
              (1) 

            	
              Total
      Distribution Amount:

            


    

    (a)  Total
cash receipts during the month

    (b)  Administrative
repurchases during the month

    (c)  Investment
earnings on cash accounts

    


    
      	
              (2) 

            	
              (a)
      Administration Fee:

            


    

    (b)
Administration Fee Shortfall:

    


    
      	
              (3) 

            	
              Noteholders’
      Interest Distributable Amount deposited into Note Distribution
      Account:

            


    

    Noteholders’ Interest Carryover
Shortfall:

    


    
      	
               
      

            	
              (a)

            	
              (i)
      Noteholders’ Interest Distributable Amount applicable to Class A-1
      Notes:

            


    

    (ii)
Noteholders’ Interest Carryover Shortfall applicable to Class A-1
Notes:

    


    
      	 	
              (b) 

            	
              (i)
      Noteholders’ Interest Distributable Amount applicable to Class A-2
      Notes:

            


    

    (ii)
Noteholders’ Interest Carryover Shortfall applicable to Class A-2
Notes:

    


    
      	
               
      

            	
              (c)

            	
              (i)
      Noteholders’ Interest Distributable Amount applicable to Class A-3
      Notes:

            


    

    (ii)
Noteholders’ Interest Carryover Shortfall applicable to Class A-3
Notes:

    


    
      	
               
      

            	
              (d)

            	
              (i)
      Noteholders’ Interest Distributable Amount applicable to Class A-4
      Notes:

            


    

    (ii)
Noteholders’ Interest Carryover Shortfall applicable to Class A-4
Notes:

    


    
      	
              (4)

            	
              Noteholders’
      Monthly  Principal Distributable Amount deposited into Note
      Distribution Account:

            


    

    Noteholders’
Principal Carryover Shortfall:

    


    
      	
               
      

            	
              (a)

            	
              (i)
      Class A-1 Noteholders’ Monthly Principal Distributable
    Amount:

            


    

    (ii) % of
Principal Distributable Amount applicable to Class A-1 Noteholders:

    (iii)
Class A-1 Noteholders’ Principal Carryover Shortfall:

    (iv)
Class A-1 Noteholders’ Principal Distributable Amount:

    


    
      	
               
      

            	
              (b)

            	
              (i)
      Class A-2 Noteholders’ Monthly Principal Distributable
    Amount:

            


    

    (ii) % of
Principal Distributable Amount applicable to Class A-2 Noteholders:

    (iii)
Class A-2 Noteholders’ Principal Carryover Shortfall:

    (iv)
Class A-2 Noteholders’ Principal Distributable Amount:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              (i)
      Class A-3 Noteholders’ Monthly Principal Distributable
    Amount:

            


    

    (ii) % of
Principal Distributable Amount applicable to Class A-3 Noteholders:

    (iii)
Class A-3 Noteholders’ Principal Carryover Shortfall:

    (iv)
Class A-3 Noteholders’ Principal Distributable Amount:

    


    
      	
               
      

            	
              (d)

            	
              (i)
      Class A-4 Noteholders’ Monthly Principal Distributable
    Amount:

            


    

    (ii) % of
Principal Distributable Amount applicable to Class A-4 Noteholders:

    (iii)
Class A-4 Noteholders’ Principal Carryover Shortfall:

    (iv)
Class A-4 Noteholders’ Principal Distributable Amount:

    


    (5)  Noteholders’
Distributable Amount:

    


    (6)  Reserve
Account balance

    (a)  Beginning
balance

    (b)  Amount
of deposit from Collection Account to Reserve Account

    (i)
Amount to increase the amount on deposit in the Reserve Account to the Specified
Reserve Account Balance

    (ii)
Amount of excess to Reserve Account from Collection Account

    (c)  Amount
to be withdrawn from the Reserve Account and deposited into Note Distribution
Account (5.05(c)):

    (i)
Interest Amount included above:

    (ii)
Principal Amount included above:

    (d)  Reserve
Account Balance over the Specified Reserve Account Balance (before any
distribution of excess)

    (e)  Ending
Balance (after giving effect to all distributions)

    (f)  Specified
Reserve Account Balance

    


    (7)    Servicing
Fee:

    (a)
Amount of Servicing Fee earned:

    (b)
Amount of Servicing Fee paid:

    (c)
Amount of Servicing Fee Shortfall:

    


    (8)    Amount
paid to Indenture Trustee:

    


    (9)    Amount
paid to Owner Trustee:

    


    
      
        	
                (10) 

              	
                (a)
      Certificateholders’ Monthly Principal Distributable Amount applicable to
      current period:

              


      

    

    (b) % of
Principal Distribution Amount applicable to Certificateholders:

    (c)
‘Certificateholders’ Principal Carryover Shortfall:

    (d)
Certificateholders’ Principal Distributable Amount:

    


    
      	
              (11) 

            	
              Excess
      Reserve Account Balance Distributable to Seller (5.05(b)(i) or
      (ii)):

            


    

    


    
      
        	
                (12)

              	
                (a)  Pool
      Balance (excluding accrued interest) as of close of business on the last
      day of the related Collection
Period:

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	 	
                (b)

              	
                Note
      Value as of the end of the related Collection
  Period:

              


      

    

    
      
        	 	
                (c)

              	
                Number
      of Accounts at the end of the related Collection
  Period:

              


      

    

    


    
      	
              (13)

            	
              After
      giving effect to all distributions on such Payment
  Date:

            


    

    
      	
               
      

            	
              (a)

            	
              (i)
      Outstanding Principal Balance of Class A-1
  Notes:

            


    

    (ii)
Class A-1 Note Pool Factor:

    


    
      	
               
      

            	
              (b)

            	
              (i)
      Outstanding Principal Balance of Class A-2
  Notes:

            


    

    (ii)
Class A-2 Note Pool Factor:

    


    
      	
               
      

            	
              (c)

            	
              (i)
      Outstanding Principal Balance of Class A-3
  Notes:

            


    

    (ii)
Class A-3 Note Pool Factor:

    


    
      	
               
      

            	
              (d)

            	
              (i)
      Outstanding Principal Balance of Class A-4
  Notes:

            


    

    (ii)
Class A-4 Note Pool Factor:

    


    
      	
               
      

            	
              (e)

            	
              (i)
      Outstanding Principal Balance of the
  Certificates:

            


    

    (ii)  Certificate
Pool Factor:

    


    
      	
              (14) 

            	
              Aggregate
      amount of Purchased Receivables for related Collection
    Period:

            


    

    


    
      	(15)	
              (i) 

            	
              Aggregate
      amount of net losses for the collection period
:

            


    

    
      	
               
      

            	
              (ii)

            	
              Cumulative
      amount of net losses:

            


    

    
      	
               
      

            	
              (iii)

            	
              Cumulative
      net loss as a percent of Initial Pool Balance (Cumulative Net Loss
      Ratio):

            


    

    


    
      	
              (16) 

            	
              Face
      Amount of Receivables 60 days or more past due as a % of the Pool
      Balance:

            


    

    


    
      	
              (17)

            	
              Collateral
      Composition:

            


    

    (a)  Number
of loans at the beginning of the period:

    (b)  Number
of loans at the end of the
period                                                                           :

    (c)  Weighted
average remaining term on receivables:

    (d)
Prepayment amount – monthly:

    (e)  Prepayment
amount -
life-to-date                                                                :

    (f)  Weighted
average APR of the pool assets:

    (g)  Pool
Factor:

    


    


    


     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Officer’s
Certificate

     

    The
undersigned hereby certify that (i) they are, respectively, a duly elected Vice
President and Assistant Secretary of John Deere Capital Corporation, (ii)
Schedule E hereto complies with the requirements of, and is being delivered
pursuant to, Section 5.06(a) of the Sale and Servicing Agreement (the “Sale and
Servicing Agreement”) dated as of April 22, 2010  between John Deere
Owner Trust 2010, John Deere Receivables, Inc. and John Deere Capital
Corporation, (iii) Schedule F hereto complies with the requirements of, and is
delivered pursuant to, Section 5.06(a) of the Sale and Servicing Agreement, and
(iv) Schedule G hereto complies with the requirements of, and is being delivered
pursuant to, Section 5.04(b) of the Sale and Servicing Agreement.

    
      
         

        
          
            	Dated: 	 	 
	 	Name: 	 	 
	 	Title:  	Vice
      President	 
	 	 	 	
                     

                  	 
	 	 	 
	 	Name:  	 	 
	 	Title: 	Assistant Secretary	 
	 	 	 	 	 


          

        

        
           

        

      

    

     

     

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
E

     

    Statement
to Certificateholder

    pursuant
to Section 5.06(a)

     

    Payment
Date:  _____________________________

     

    
      	
              (1) 

            	
              Amount
      of principal being paid or
distributed:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Class
      A-1 Notes:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (b)

            	
              Class
      A-2 Notes:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (c)

            	
              Class
      A-3 Notes:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (d)

            	
              Class
      A-4 Notes:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (e)

            	
              Certificate:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (f)

            	
              Total:

            


    

    
       

      
        	
                (2)

              	
                (a)

              	
                Amount
      of interest being paid or
distributed:

              


      

       

    

    
      	
               
      

            	
              (i)

            	
              Class
      A-1 Notes:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Class
      A-2 Notes:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Class
      A-3 Notes:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Class
      A-4 Notes:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (v)

            	
              Total:

            


    

     

    
      
        	(3)	
                (a)  

              	
                Pool
      Balance at end of related Collection
Period:

              


      

    

     

    
      	
               
      

            	
              (b)

            	
              Note
      Value at end of related Collection
Period:

            


    

     

    
      	
               
      

            	
              (c)

            	
              Pool
      Face Amount at the 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-2
Notes:

            


    

     

    
      	 	
              (ii) 

            	
              A-2
      Note Pool Factor:

            


    

     

    
      	
               
      

            	
              (c)

            	
              (i)

            	
              Outstanding
      principal amount of Class A-3
Notes:

            


    

     

    
      	 	
              (ii) 

            	
              A-3
      Note Pool Factor:

            


    

    


    
      	
               
      

            	
              (d)

            	
              (i)

            	
              Outstanding
      principal amount of Class A-4
Notes:

            


    

     

    
      	
               
      

            	
              (ii)

            	
              A-4
      Note Pool Factor:

            


    

     

    
      	
               
      

            	
              (e)

            	
              (i)

            	
              Certificate
      Balance:

            


    

     

    
      	 	
              (ii) 

            	
              Certificate
      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) 

            	
              Aggregate
      Purchase Amounts for Collection
Period:

            


    

     

    
      	(10)	
              (i) 

            	
              Amount
      in Reserve Account:

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Specified
      Reserve Account Balance:

            


    

     

    
      	
              (11)

            	
              (i)

            	
              Face
      Amount of Receivables 60 days or more past
due:

            


    

     

    
      	 	
              (ii) 

            	
              Face
      Amount of Receivables 60 days or more past due as a percent of the
      PoolBalance at the end of the related Collection
  Period:

            


    

    
       

      
        	(12)	
                (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):

            


    

     

     

     

     

     

     

     

     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
F

     

    Statement
for Noteholders

     

    pursuant
to Section 5.06(a)

     

    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-2
Notes:

            


    

    
      	 	
              (ii) 

            	
              A-2
      Note Pool Factor

            


    

     

    
      	(c)	
              (i)

            	
              outstanding
      principal amount of Class A-3
Notes:

            


    

    
      	 	
              (ii) 

            	
              A-3
      Note Pool Factor

            


    

    


    
      	(d)	
              (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:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (b)

            	
              Class
      A-2 Notes:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (c)

            	
              Class
      A-3 Notes:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (d)

            	
              Class
      A-4 Notes:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (e)

            	
              Total:

            


    

     

    
      	(3)	
              (a)

            	
              Amount
      of interest being paid on Notes:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Class
      A-1 Notes:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Class
      A-2 Notes:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Class
      A-3 Notes:

            


    

    
      
        	
                 
      

              	
                per
      $1,000 original principal amount:

              


      

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

       

    

    
      	
               
      

            	
              (iv)

            	
              Class
      A-4 Notes:

            


    

    
      	
               
      

            	
              per
      $1,000 original principal amount:

            


    

     

    
      	
               
      

            	
              (v)

            	
              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)

            	
              Pool
      Face Amount:

            


    

     

    
      	 	
              (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-2
Notes:

            


    

     

    
      	
               
      

            	
              (ii)

            	
              A-2
      Note Pool Factor:

            


    

     

    
      	
               
      

            	
              (c)

            	
              (i)

            	
              Outstanding
      principal amount of Class A-3
Notes:

            


    

     

    
      	 	
              (ii) 

            	
              A-3
      Note Pool Factor:

            


    

    


    
      	
               
      

            	
              (d)

            	
              (i)

            	
              Outstanding
      principal amount of Class A-4
Notes:

            


    

     

    
      	
               
      

            	
              (ii)

            	
              A-4
      Note Pool Factor:

            


    

     

    
      	
               
      

            	
              (e)

            	
              (i)

            	
              Certificate
      Balance:

            


    

     

    
      	
              (ii)

            	
              Certificate
      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) 

            	
              Aggregate
      Purchase Amounts for Collection
Period:

            


    

     

    
      	
              (9) 

            	
              (i) 

            	
              Amount
      in Reserve Account:

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Specified
      Reserve Account Balance:

            


    

     

    
      	
              (10)

            	
              (i)

            	
              Face
      Amount of Receivables 60 days or more past
due:

            


    

     

    
      	 	
              (ii) 

            	
              Face
      Amount of Receivables 60 days or more past due as a percent of the
      PoolBalance at the end of the related Collection
  Period:

            


    

     

    
      	(11)	
              (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):

            


    

     

    


     

    


     

    


     

    


     

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
G

     

    Instructions
to the Trustee for payments and deposits pursuant to Section 5.04 (b) of the
Sale and Servicing Agreement:

     

    Payment
Date:  ____________________

     

    
      	
              (i)

            	
              Payment
      of Servicing Fee (including any previously unpaid Servicing Fees) to
      Servicer:  ____________________

            


    

     

    
      	
              (ii)

            	
              Payment
      of Administration Fee to
      Administrator:  ____________________

            


    

     

    
      	
              (iii)

            	
              Accrued
      and unpaid interest on the Notes for such Payment
      Date:  ____________________

            


    

     

    
      	
              (iv)

            	
              Note
      Monthly Principal Distributable Amount to be deposited into Note
      Distribution
  Account:  ____________________

            


    

     

    
      	
              (v)

            	
              Deposit
      to Reserve Account to increase the amounts on deposit in the Reserve
      Account to the Specified Reserve Account
      Balance:  ____________________

            


    

     

    
      	
              (vi)

            	
              Certificate
      Monthly Principal Distributable Amount to be deposited into Certificate
      Distribution
  Account:  ____________________

            


    

     

    
      	
              (vii) 

            	
              Deposit
      to Reserve Account: 
____________________

            


    

     

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    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.