EXHIBIT 4.2




 


 





 


JOHN DEERE OWNER TRUST 2003


 


TRUST AGREEMENT


 


between


 


JOHN DEERE RECEIVABLES, INC.


 


and


 


U.S. BANK TRUST NATIONAL ASSOCIATION

Owner Trustee


 


 


Dated as of July 15, 2003




 





 

















 


Table of Contents


 


	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  SECTION 1.01 Capitalized
  Terms

  	
  4

  
	
  SECTION 1.02 Other
  Definitional Provisions

  	
  6

  
	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  ORGANIZATION

  	
   

  
	
   

  	
   

  
	
  SECTION 2.01 Name

  	
  7

  
	
  SECTION 2.02 Office

  	
  7

  
	
  SECTION 2.03 Purposes and
  Powers

  	
  7

  
	
  SECTION 2.04 Appointment of
  Owner Trustee

  	
  8

  
	
  SECTION 2.05 Initial Capital
  Contribution of Trust Estate

  	
  8

  
	
  SECTION 2.06 Declaration of
  Trust

  	
  8

  
	
  SECTION 2.07 Liability of the
  Owner

  	
  8

  
	
  SECTION 2.08 Title to Trust
  Property

  	
  9

  
	
  SECTION 2.09 Situs of Trust

  	
  9

  
	
  SECTION 2.10 Representations
  and Warranties of the Depositor

  	
  9

  
	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  CERTIFICATE AND TRANSFER OF
  INTERESTS

  	
   

  
	
   

  	
   

  
	
  SECTION 3.01 Initial
  Ownership

  	
  10

  
	
  SECTION 3.02 The Certificate

  	
  10

  
	
  SECTION 3.03 Authentication
  of the Certificate

  	
  10

  
	
  SECTION 3.04 Exchange of the
  Certificate

  	
  10

  
	
  SECTION 3.05 Mutilated,
  Destroyed, Lost or Stolen Certificate

  	
  11

  
	
  SECTION 3.06 Persons Deemed
  Owners

  	
  11

  
	
  SECTION 3.07 Access to
  Certificateholder’s Name and Address

  	
  11

  
	
  SECTION 3.08 Maintenance of
  Office or Agency

  	
  11

  
	
  SECTION 3.09 Appointment of
  Paying Agent

  	
  12

  
	
  SECTION 3.10 Depositor as
  Certificateholder

  	
  12

  
	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  ACTIONS BY OWNER TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 4.01 Prior Notice to
  Owner with Respect to Certain Matters

  	
  12

  
	
  SECTION 4.02 Action by the
  Owner with Respect to Certain Matters

  	
  13

  
	
  SECTION 4.03 Action by the
  Owner with Respect to Bankruptcy

  	
  13

  
	
  SECTION 4.04 Restrictions on
  the Owner’s Power

  	
  13

  



 


i

















 


	
  ARTICLE V

  	
   

  
	
  APPLICATION OF TRUST FUNDS;
  CERTAIN DUTIES

  	
   

  
	
   

  	
   

  
	
  SECTION 5.01 Establishment of
  Trust Account

  	
  14

  
	
  SECTION 5.02 Application of
  Trust Funds

  	
  14

  
	
  SECTION 5.03 Method of
  Payment

  	
  14

  
	
  SECTION 5.04 No Segregation
  of Monies; No Interest

  	
  14

  
	
  SECTION 5.05 Accounting and
  Reports to the Owner, the Internal Revenue Service and Others

  	
  15

  
	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  AUTHORITY AND DUTIES OF OWNER
  TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 6.01 General
  Authority

  	
  15

  
	
  SECTION 6.02 General Duties

  	
  15

  
	
  SECTION 6.03 Action upon
  Instruction

  	
  15

  
	
  SECTION 6.04 No Duties Except
  as Specified in This Agreement or in Instructions

  	
  16

  
	
  SECTION 6.05 No Action Except
  Under Specified Documents or Instructions

  	
  17

  
	
  SECTION 6.06 Restrictions

  	
  17

  
	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  CONCERNING THE OWNER TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 7.01 Acceptance of
  Trusts and Duties

  	
  17

  
	
  SECTION 7.02 Furnishing of
  Documents

  	
  18

  
	
  SECTION 7.03 Representations
  and Warranties

  	
  19

  
	
  SECTION 7.04 Reliance; Advice
  of Counsel

  	
  19

  
	
  SECTION 7.05 Not Acting in
  Individual Capacity

  	
  19

  
	
  SECTION 7.06 Owner Trustee
  Not Liable for Certificate or Receivables

  	
  20

  
	
  SECTION 7.07 Owner Trustee
  May Own Notes

  	
  20

  
	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
  COMPENSATION OF OWNER TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 8.01 Owner Trustee’s
  Fees and Expenses

  	
  20

  
	
  SECTION 8.02 Indemnification

  	
  20

  
	
  SECTION 8.03 Payments to the
  Owner Trustee

  	
  21

  
	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  TERMINATION OF TRUST AGREEMENT

  	
   

  
	
   

  	
   

  
	
  SECTION 9.01 Termination of
  Trust Agreement

  	
  21

  
	
  SECTION 9.02 Dissolution upon
  Bankruptcy of the Depositor

  	
  22

  
	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
  SUCCESSOR OWNER TRUSTEES AND
  ADDITIONAL OWNER TRUSTEES

  	
   

  
	
   

  	
   

  
	
  SECTION 10.01 Eligibility
  Requirements for Owner Trustee

  	
  22

  



 


ii

















 


	
  SECTION 10.02 Resignation or
  Removal of Owner Trustee

  	
  23

  
	
  SECTION 10.03 Successor Owner
  Trustee

  	
  23

  
	
  SECTION 10.04 Merger or
  Consolidation of Owner Trustee

  	
  24

  
	
  SECTION 10.05 Appointment of
  Co-Trustee or Separate Trustee

  	
  24

  
	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
  SECTION 11.01 Supplements and
  Amendments

  	
  25

  
	
  SECTION 11.02 No Legal Title
  to Owner Trust Estate in the Owner

  	
  26

  
	
  SECTION 11.03 Limitations on
  Rights of Others

  	
  27

  
	
  SECTION 11.04 Notices

  	
  27

  
	
  SECTION 11.05 Severability

  	
  27

  
	
  SECTION 11.06 Separate
  Counterparts

  	
  27

  
	
  SECTION 11.07 Successors and
  Assigns

  	
  27

  
	
  SECTION 11.08 Covenant of the
  Depositor

  	
  27

  
	
  SECTION 11.09 No Petition

  	
  28

  
	
  SECTION 11.10 No Recourse

  	
  28

  
	
  SECTION 11.11 Headings

  	
  28

  
	
  SECTION 11.12 GOVERNING LAW

  	
  28

  
	
  SECTION 11.13 Depositor
  Payment Obligation

  	
  28

  
	
  SECTION 11.14 Administrator

  	
  28

  
	
  SECTION 11.15 Non-transferability
  of the Certificates(s)

  	
  29

  
	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Certificate

  	
  A-1

  
	
  EXHIBIT B

  	
  Certificate of Trust of John
  Deere Owner Trust 2003

  	
  B-1

  



 


iii

















 


TRUST AGREEMENT, dated as
of July 15, 2003, between John Deere Receivables, Inc., a Nevada
corporation, as Depositor, and U.S. Bank Trust National Association, a national
banking association, as Owner Trustee.


 


ARTICLE I


 


Definitions


 


SECTION 1.01  Capitalized Terms.  For all purposes of this Agreement, the
following terms shall have the meanings set forth below:


 


“Administration Agreement” means the Administration Agreement dated as
of July 15, 2003, among the Administrator, the Trust and the Indenture
Trustee, as the same may be amended, modified or supplemented from time to
time.


 


“Administrator” means John Deere Capital Corporation, a Delaware
corporation, or any successor Administrator under the Administration Agreement.


 


“Agreement” shall mean
this Trust Agreement, as the same may be amended and supplemented from time to
time.


 


“Basic Documents” shall
mean the Purchase Agreement, the Sale and Servicing Agreement, the Indenture,
the Administration Agreement, the Depository Agreement and the other documents
and certificates delivered in connection therewith.


 


 “Certificate” shall mean a certificate
evidencing the beneficial interest of the Owner in the Trust, substantially in
the form attached hereto as Exhibit A.


 


“Certificate Distribution
Account” shall have the meaning assigned to such term in Section 5.01.


 


“Certificate of Trust”
shall mean the Certificate of Trust in the form of Exhibit B to be filed for
the Trust pursuant to Section 3810(a) of the Trust Statute.


 


“Certificate Register”
and “Certificate Registrar” shall mean the register mentioned and the registrar
appointed pursuant to Section 3.04.


 


“Certificateholder” shall
mean the Depositor.


 


“Code” shall mean the
Internal Revenue Code of 1986, as amended.


 


“Corporate Trust Office”
shall mean, with respect to the Owner Trustee, the corporate trust office of
the Owner Trustee located at 400 North Michigan Avenue, 2nd Floor,
Chicago IL 60611, Attention: Corporate Trust Administration; or at such other
address as the Owner Trustee may designate by notice to the Owners and the
Depositor, or the principal corporate trust office of any successor Owner
Trustee (the address of which the successor owner trustee will notify the
Owners and the Depositor).


 


4

















 


“Depositor” shall mean
John Deere Receivables, Inc., in its capacity as Depositor hereunder.


 


“Depository Agreement”
means the agreement among the Trust, the Indenture Trustee and The Depository
Trust Company, dated on or about the Closing Date, substantially in the form of
Exhibit C to the Indenture.


 


“Expenses” shall have the
meaning assigned to such term in Section 8.02.


 


“Indenture” shall mean
the Indenture, dated as of July 15, 2003, between the Trust and the
Indenture Trustee, as the same may be amended and supplemented from time to
time.


 


“Indenture Trustee” shall
mean The Bank of New York, not in its individual capacity but solely as
Indenture Trustee under the Indenture.


 


“JDCC” shall mean John
Deere Capital Corporation, a Delaware corporation.


 


“Owner” shall mean the
Certificateholder.


 


“Owner Trust Estate”
shall mean all right, title and interest of the Trust in and to the property
and rights assigned to the Trust pursuant to Article II of the Sale and
Servicing Agreement, all funds on deposit from time to time in the Trust
Accounts and the Certificate Distribution Account and all other property of the
Trust from time to time, including any rights of the Owner Trustee and the
Trust pursuant to the Sale and Servicing Agreement and the Administration
Agreement.


 


“Owner Trustee” shall
mean U.S. Bank Trust National Association, a national banking association, not
in its individual capacity but solely as owner trustee under this Agreement,
and any successor Owner Trustee hereunder.


 


“Paying Agent” shall mean
any paying agent or co-paying agent appointed pursuant to Section 3.09 and
shall initially be U.S. Bank Trust National Association.


 


“Purchase Agreement”
shall mean the Purchase Agreement, dated July 15, 2003, between JDCC and
the Depositor, as the same may be amended, modified or supplemented from time
to time.


 


“Record Date” shall mean,
with respect to any Payment Date, the close of business on the last day of the
calendar month immediately preceding the calendar month in which the Payment
Date occurs.


 


“Representatives” means
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. in their capacity
as the representatives under the Underwriting Agreement.


 


“Sale and Servicing Agreement” shall mean the Sale and Servicing
Agreement among the Trust, the Depositor, as seller, and JDCC, as servicer,
dated as of July 15, 2003, as the same may be amended, modified or
supplemented from time to time.


 


5

















 


“Secretary of State”
shall mean the Secretary of State of the State of Delaware.


 


“Treasury Regulations”
shall mean regulations, including proposed or temporary regulations,
promulgated under the Code.  References
herein to specific provisions of proposed or temporary regulations shall
include analogous provisions of final Treasury Regulations or other successor
Treasury Regulations.


 


“Trust” shall mean the
trust established by this Agreement.


 


“Trust Statute” shall
mean Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et
seq., as the same may be amended from time to time.


 


“Underwriting Agreement”
means the Underwriting Agreement dated July 16, among JDCC, the Depositor
and the Representatives set forth on the signature pages thereto.


 


SECTION 1.02  Other Definitional Provisions.


 


(a)           Capitalized terms
used herein and not otherwise defined have the meanings assigned to them in the
Sale and Servicing Agreement or, if not defined therein, in the Indenture.


 


(b)           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.


 


(c)           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.


 


(d)           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 and Exhibit references contained in this Agreement are
references to Sections and Exhibits in or to this Agreement unless otherwise
specified; and the term “including” shall mean “including without limitation.”


 


(e)           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.


 


6

















 


ARTICLE II


 


Organization


 


SECTION 2.01  Name.  The Trust created hereby shall be known as “John Deere Owner
Trust 2003” in which name the Owner Trustee may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued.


 


SECTION 2.02  Office.  The office of the Trust shall be in care of the Owner Trustee at
the Corporate Trust Office or at such other address as the Owner Trustee may
designate by written notice to the Owners and the Depositor.


 


SECTION 2.03  Purposes and Powers.  The purpose of the Trust is to engage in the
following activities:


 


(i)            to
issue the Notes pursuant to the Indenture and to sell the Notes upon the
written order of the Depositor, and pursuant to this Agreement to issue a
Certificate with a $7,546,670 aggregate principal amount to the Depositor upon
the written order of the Depositor;


 


(ii)           with the proceeds
of the sale of the Notes and the issuance of the Certificate, to pay the
Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing
Agreement, by directing the Representatives to wire transfer such proceeds in
accordance with instructions received from the Depositor;


 


(iii)          with the proceeds
from capital contributions from the Depositor, to fund the Reserve Account and
to pay organizational and transactional expenses of the Trust;


 


(iv)          to assign, grant,
transfer, pledge, mortgage and convey the Trust Estate pursuant to the
Indenture and to hold, manage and distribute to the Owner pursuant to the terms
of the Sale and Servicing Agreement any portion of the Trust Estate released
from the Lien of, and remitted to the Trust pursuant to, the Indenture;


 


(v)           to enter into and
perform its obligations under the Basic Documents to which it is to be a party;


 


(vi)          to engage in those
activities, including entering into agreements, that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and


 


(vii)         subject to
compliance with the Basic Documents, to engage in such other activities as may
be required in connection with conservation of the Owner Trust Estate and the
making of distributions to the Owner and the Noteholders.


 


The Trust shall not
engage in any activity other than in connection with the foregoing or other
than as required or authorized by the terms of this Agreement or the Basic
Documents.


 


7

















 


SECTION 2.04  Appointment of Owner Trustee.  The Depositor hereby appoints the Owner
Trustee as trustee of the Trust effective as of the date hereof, to have all
the rights, powers and duties set forth herein.


 


SECTION 2.05  Initial Capital Contribution of Trust
Estate.  The Depositor hereby sells,
assigns, transfers, conveys and sets over to the Owner Trustee, as of the date
hereof, the sum of $1.00.  The Owner
Trustee hereby acknowledges receipt in trust from the Depositor, as of the date
hereof, of the foregoing contribution, which shall constitute the initial Owner
Trust Estate and shall be deposited in the Certificate Distribution
Account.  The Depositor shall pay
organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee.


 


SECTION 2.06  Declaration of Trust.


 


(a)           The Owner Trustee
hereby declares that it will hold the Owner Trust Estate in trust upon and
subject to the conditions set forth herein for the use and benefit of the
Owner, subject to the obligations of the Trust under the Basic Documents.  It is the intention of the parties hereto
that the Trust constitute a statutory trust under the Trust Statute and that
this Agreement constitute the governing instrument of such statutory trust.  It is the intention of the parties that the
Trust will be disregarded as an entity separate from the Owner for U.S. federal
income tax purposes as provided by Treasury Regulation Section
301.7701-3(b)(1)(ii).  In the event,
however, that during its term the Trust has more than one beneficial owner or
member, then the parties agree, for U.S. federal income tax purposes, to treat
the Trust as a partnership and to take no action inconsistent with the
treatment of the Trust as a partnership. 
In such event, the parties agree that, unless otherwise required by
appropriate tax authorities, the Trust will elect to be treated as a
partnership and will file or cause to be filed annual or other necessary
returns, reports and other forms consistent with the characterization of the
Trust as a partnership for such tax purposes. 
Effective as of the date hereof, the Owner Trustee shall have all
rights, powers and duties set forth herein and in the Trust Statute with
respect to accomplishing the purposes of the Trust.  In no event shall the Trust elect to be treated as an association
taxable as a corporation.


 


(b)           The Depositor shall
make an election on Internal Revenue Service Form 8832, Entity Classification
Election, for the Trust to be disregarded as a separate entity from the Owner.


 


SECTION 2.07  Liability of the Owner.


 


(a)           The Depositor shall
be liable directly to and will indemnify the injured party for all losses,
claims, damages, liabilities and expenses of the Trust (including Expenses, to
the extent not paid out of the Owner Trust Estate) to the extent that the
Depositor would be liable if the Trust were a partnership under the Delaware
Revised Uniform Limited Partnership Act in which the Depositor were a general
partner; provided, however, that the Depositor shall not be liable for any
losses incurred by a Certificateholder in the capacity of an investor in the
Certificate or a Noteholder in the capacity of an investor in the Notes.  In addition, any third party creditors of
the Trust (other than in connection with the obligations described in the


 


8

















 


preceding proviso for which the Depositor
shall not be liable) shall be deemed third party beneficiaries of this
paragraph.  The obligations of the
Depositor under this paragraph shall be evidenced by the Certificate described
in Section 3.10.


 


(b)           The Owner, other
than to the extent set forth in paragraph (a), shall not have any personal
liability for any liability or obligation of the Trust.


 


SECTION 2.08  Title to Trust Property.  Legal title to all the Owner Trust Estate shall
be vested at all times in the Trust as a separate legal entity except where
applicable law in any jurisdiction requires title to any part of the Owner
Trust Estate to be vested in a trustee or trustees, in which case title shall
be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate
trustee, as the case may be.


 


SECTION 2.09  Situs of Trust.  The Trust will be located in the State of
Delaware.  All bank accounts maintained
by the Owner Trustee on behalf of the Trust shall be located in the State of
Delaware, the State of Illinois or the State of New York.  The Trust shall not have any employees in
any State other than Delaware; provided, however, that nothing herein shall
restrict or prohibit the Owner Trustee from having employees within or without
the State of Delaware.


 


SECTION 2.10  Representations and Warranties of the
Depositor.  The Depositor hereby
represents and warrants to the Owner Trustee that:


 


(i)            the
Depositor is duly organized and validly existing as a corporation in good
standing under the laws of the State of Nevada, with power and authority to own
its properties and to conduct its business as such properties are currently
owned and such business is presently conducted;


 


(ii)           the
Depositor 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 Depositor, the Sub-Servicer or the Owner Trustee;


 


(iii)          the
Depositor has the power and authority to execute and deliver this Agreement and
to carry out its terms; the Depositor has full power and authority to sell and
assign the property to be sold and assigned to and deposited with the Trust and
the Depositor shall have duly authorized such sale and assignment and deposit
to the Trust by all necessary corporate action; and the execution, delivery and
performance of this Agreement has been duly authorized by the Depositor by all
necessary corporate action; and


 


(iv)          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, or constitute (with or without notice or
lapse of time) a default under, the certificate of incorporation or by-laws of
the Depositor, or any indenture, agreement or other instrument to which the
Depositor is a party or by which it is bound; nor result in the creation or
imposition of any Lien upon any of its properties pursuant to


 


9

















 


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 Depositor’s
knowledge, any order, rule or regulation applicable to the Depositor of any
court or of any Federal or State regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over the Depositor or
its properties.


 


ARTICLE III


 


Certificate
and Transfer of Interests


 


SECTION 3.01  Initial Ownership.  Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.05 and until the
termination of the Trust, the Depositor shall be the sole beneficiary of the
Trust.


 


SECTION 3.02  The Certificate.   The Certificate shall be issued in
denominations of $100,000 and integral multiples of $1,000 in excess thereof;
provided, however, that one Certificate may be issued in a denomination that
includes any remaining portion of the initial Certificate Balance of the
Certificate.  The Certificate shall be
executed on behalf of the Trust by manual or facsimile signature of a Trust
Officer of the Owner Trustee.  The
Certificate bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall, when authenticated pursuant to Section 3.03, be
validly issued and entitled to the benefits of this Agreement, notwithstanding
that such individuals or any of them shall have ceased to be so authorized
prior to the authentication and delivery of the Certificate or did not hold
such offices at the date of authentication and delivery of the Certificate.


 


SECTION 3.03  Authentication of the Certificate.  Concurrently with the initial sale of the
Receivables to the Trust pursuant to the Sale and Servicing Agreement, the
Owner Trustee shall cause the Certificate in an aggregate principal amount
equal to the initial Certificate Balance to be executed on behalf of the Trust,
authenticated and delivered to the Depositor. 
The Certificate shall not entitle its holder to any benefit under this
Agreement, or be valid for any purpose, unless there shall appear on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s
authentication agent, by manual signature; such authentication shall constitute
conclusive evidence that such Certificate shall have been duly authenticated
and delivered hereunder.  The
Certificate shall be dated the date of its authentication.


 


SECTION 3.04  Exchange of the Certificate.  The Certificate Registrar shall keep or
cause to be kept, at the office or agency maintained pursuant to Section 3.08,
a Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Owner Trustee shall provide for the registration of the
Certificate and of exchanges of the Certificate as herein provided.  U.S. Bank Trust National Association shall
be the initial Certificate Registrar.


 


At the option of the
Certificateholder, the Certificate may be exchanged for other Certificates of
authorized denominations of a like aggregate amount upon surrender of the
Certificate to be exchanged at the office or agency maintained pursuant to
Section 3.08.


 


10

















 


Every Certificate
presented or surrendered for exchange shall be accompanied by a written
instrument of exchange in form satisfactory to the Owner Trustee and the
Certificate Registrar duly executed by the Certificateholder or its attorney
duly authorized in writing.  Each Certificate
surrendered for registration of exchange shall be cancelled and subsequently
disposed of by the Owner Trustee in accordance with its customary practice.


 


No service charge shall
be made for any registration of transfer or exchange of the Certificate, but
the Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of the Certificate.


 


SECTION 3.05  Mutilated, Destroyed, Lost or Stolen
Certificate.  If (a) any mutilated
Certificate shall be surrendered to the Certificate Registrar, or if the
Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity
as may be required by them to save each of them harmless, then in the absence
of notice that such Certificate shall have been acquired by a protected
purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner
Trustee, or the Owner Trustee’s authenticating agent, shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and denomination.  In connection with the issuance of any new
Certificate under this Section, the Owner Trustee or the Certificate Registrar
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.  Any duplicate Certificate issued pursuant to
this Section shall constitute conclusive evidence of an ownership interest in
the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.


 


SECTION 3.06  Persons Deemed Owners.  The Owner Trustee or the Certificate
Registrar or any Paying Agent may treat the Person in whose name any
Certificate shall be registered in the Certificate Register as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the
Certificate Registrar or any Paying Agent shall be bound by any notice to the
contrary.


 


SECTION 3.07  Access to Certificateholder’s Name and Address.  The Owner Trustee shall furnish or cause to
be furnished to the Servicer and the Depositor, within 15 days after receipt by
the Owner Trustee of a request therefor from the Servicer or the Depositor in
writing the name and address of the Certificateholder as of the most recent
Record Date.


 


SECTION 3.08  Maintenance of Office or Agency.  The Owner Trustee shall maintain an office
or offices or agency or agencies where the Certificate may be surrendered for
registration of exchange and where notices and demands to or upon the Owner
Trustee in respect of the Certificate and the Basic Documents may be
served.  The Owner Trustee initially
designates the Corporate Trust Office as its office for such purposes.  The Owner Trustee shall give prompt written notice
to the Depositor and to the Certificateholder of any change in the location of
the Certificate Register or any such office or agency.


 


11

















 


SECTION 3.09  Appointment of Paying Agent.  The Paying Agent shall make distributions to
the Certificateholder from the Certificate Distribution Account pursuant to
Section 5.02 and shall report the amounts of such distributions to the Owner
Trustee.  Any Paying Agent shall have
the revocable power to withdraw funds from the Certificate Distribution Account
for the purpose of making the distributions referred to above.  The Owner Trustee may revoke such power and
remove the Paying Agent if the Owner Trustee determines in its sole discretion
that the Paying Agent shall have failed to perform its obligations under this
Agreement in any material respect.  The
Paying Agent shall initially be U.S. Bank Trust National Association, and any
co-paying agent chosen by the Paying Agent and acceptable to the Owner
Trustee.  The Paying Agent shall be
permitted to resign as Paying Agent upon 30 days’ written notice to the Owner
Trustee and the Depositor.  In the event
that U.S. Bank Trust National Association shall no longer be the Paying Agent,
the Owner Trustee shall appoint a successor to act as Paying Agent (which shall
be a bank or trust company).  The Owner
Trustee shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Owner Trustee to execute and deliver to the Owner Trustee an
instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Owner Trustee that as Paying Agent, such successor Paying
Agent or additional Paying Agent will hold all sums, if any, held by it for
payment to the Certificateholder in trust for the benefit of the
Certificateholder until such sums shall be paid to the Certificateholder.  The Paying Agent shall return all unclaimed
funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent
shall also return all funds in its possession to the Owner Trustee.  The provisions of Sections 7.01, 7.03, 7.04
and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for
so long as the Owner Trustee shall act as Paying Agent, and to the extent
applicable, to any other paying agent appointed hereunder.  Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.


 


SECTION 3.10  Depositor as Certificateholder.  On the Closing Date, the Depositor shall
acquire the Certificate representing 100% of the initial Certificate Balance
and, thereafter, shall retain beneficial and record ownership of the
Certificate representing 100% of the Certificate Balance.  Any attempted transfer of any Certificate
that would reduce such interest of the Depositor below 100% of the Certificate
Balance shall be void.  The Owner
Trustee shall cause any Certificate issued to the Depositor to contain a legend
stating “THIS CERTIFICATE IS NOT TRANSFERABLE”.


 


ARTICLE IV


 


Actions by
Owner Trustee


 


SECTION 4.01  Prior Notice to Owner with Respect to
Certain Matters.  With respect to
the following matters, the Owner Trustee shall not take action unless at least
30 days before the taking of such action, the Owner Trustee shall have notified
the Certificateholder in writing of the proposed action and the Owner shall not
have notified the Owner Trustee in writing prior to the 30th day after such
notice is given that the Owner has withheld consent or provided alternative
direction:


 


12

















 


(i)            the
initiation of any claim or lawsuit by the Trust (other than an action to
collect on a Receivable) and the compromise of any action, claim or lawsuit
brought by or against the Trust (other than an action to collect on a
Receivable);


 


(ii)           the
election by the Trust to file an amendment to the Certificate of Trust;


 


(iii)          the
amendment of the Indenture by a supplemental indenture in circumstances where
the consent of any Noteholder is required;


 


(iv)          the
amendment of the Indenture by a supplemental indenture in circumstances where
the consent of any Noteholder is not required and such amendment materially
adversely affects the interest of the Owner;


 


(v)           the
amendment, change or modification of the Administration Agreement, except to
cure any ambiguity or to amend or supplement any provision in a manner that
would not materially adversely affect the interests of the Owner; or


 


(vi)          the
appointment pursuant to the Indenture of a successor Note Registrar, Paying
Agent or Indenture Trustee or pursuant to this Agreement of a successor
Certificate Registrar, or the consent to the assignment by the Note Registrar,
Paying Agent or Indenture Trustee or Certificate Registrar of its obligations
under the Indenture or this Agreement, as applicable.


 


SECTION 4.02  Action by the Owner with Respect to
Certain Matters.  The Owner Trustee
shall not have the power, except upon the written direction of the Owner and
the Holders of not less than a majority of the Outstanding Amount of the Notes,
to (a) remove the Administrator under the Administration Agreement pursuant to
Section 8 thereof, (b) appoint a successor Administrator pursuant to Section 8
of the Administration Agreement, (c) remove the Servicer under the Sale and
Servicing Agreement pursuant to Section 8.01 thereof or (d) except as expressly
provided in the Basic Documents, sell the Receivables after the termination of
the Indenture.  The Owner Trustee shall
take the actions referred to in the preceding sentence only upon written
instructions signed by the Owner.


 


SECTION 4.03  Action by the Owner with Respect to
Bankruptcy.  The Owner Trustee shall
not have the power to commence a voluntary proceeding in bankruptcy relating to
the Trust without the prior written approval of the Owner and the Holders of
not less than a majority of the Outstanding Amount of the Notes and the
delivery to the Owner Trustee by the Owner of a certificate certifying that the
Owner reasonably believes that the Trust is insolvent.


 


SECTION 4.04  Restrictions on the Owner’s Power.  The Owner shall not direct the Owner Trustee
to take or refrain from taking any action if such action or inaction would be
contrary to any obligation of the Trust or the Owner Trustee under this
Agreement or any of the Basic Documents or would be contrary to Section 2.03
nor shall the Owner Trustee be obligated to follow any such direction, if
given.


 


13

















 


ARTICLE V


 


Application of
Trust Funds; Certain Duties


 


SECTION 5.01  Establishment of Trust Account.  The Owner Trustee, for the benefit of the
Certificateholder, shall establish and maintain in the name of the Trust an
Eligible Deposit Account (the “Certificate Distribution Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Certificateholder.


 


The Owner Trustee shall
possess all right, title and interest in all funds on deposit from time to time
in the Certificate Distribution Account and in all proceeds thereof.  Except as otherwise provided herein, the
Certificate Distribution Account shall be under the sole dominion and control
of the Owner Trustee for the benefit of the Certificateholder.  If, at any time, the Certificate
Distribution Account ceases to be an Eligible Deposit Account, the Owner
Trustee (or the Depositor on behalf of the Owner Trustee, if the Certificate
Distribution Account is not then held by the Owner Trustee or an affiliate
thereof) shall within 10 Business Days following notification of such occurrence
(or such longer period, not to exceed 30 calendar days, as to which each Rating
Agency may consent) establish a new Certificate Distribution Account as an
Eligible Deposit Account and shall transfer any cash and/or any investments to
such new Certificate Distribution Account.


 


SECTION 5.02  Application of Trust Funds.


 


(a)           On each Payment
Date, the Owner Trustee will distribute to the Certificateholder, amounts
deposited in the Certificate Distribution Account pursuant to Sections 5.04 and
5.05 of the Sale and Servicing Agreement on such Payment Date.


 


(b)           On each Payment
Date, the Owner Trustee shall send to the Certificateholder the statement
provided to the Owner Trustee by the Servicer pursuant to Section 5.06(a) of
the Sale and Servicing Agreement on such Payment Date.


 


SECTION 5.03  Method of Payment.  Subject to Section 9.01(c), distributions
required to be made to the Certificateholder on any Payment Date shall be made
to the Certificateholder of record on the preceding Record Date either by wire
transfer, in immediately available funds, to the account of the
Certificateholder at a bank or other entity having appropriate facilities
therefor, if the Certificateholder shall have provided to the Certificate
Registrar appropriate written instructions at least five Business Days prior to
such Payment Date or, if not, by check mailed to the Certificateholder at the
address of the Certificateholder appearing in the Certificate Register.


 


SECTION 5.04  No Segregation of Monies; No Interest.  Subject to Sections 5.01 and 5.02, monies
received by the Owner Trustee hereunder need not be segregated in any manner
except to the extent required by law or the Sale and Servicing Agreement and
may be deposited under such general conditions as may be prescribed by law, and
the Owner Trustee shall not be liable for any interest thereon.


 


14

















 


SECTION 5.05  Accounting and Reports to the Owner the
Internal Revenue Service and Others. 
The Owner Trustee shall (a) maintain (or cause to be maintained) the
books of the Trust on a fiscal year basis ending October 31 (or such other
period as may be required by applicable law), with the first year being a short
year ending October 31, 2003, and on the accrual method of accounting, (b)
deliver to the Owner, as may be required by the Code and applicable Treasury
Regulations, such information as may be required to enable the Owner to prepare
its federal and state income tax returns, (c) file such tax returns relating to
the Trust as directed by the Owner and make such elections as directed by the
Owner as may from time to time be required or appropriate under any applicable
State or federal statute or rule or regulation thereunder so as to maintain the
Trust’s characterization as disregarded as a separate entity from the Owner for
U.S. federal income tax purposes, and (d) in the event that during its term the
Trust has more than one beneficial owner or member as determined for such
purposes, deliver to each beneficial owner or member and file such returns as
directed by the Owner to treat the Trust as a partnership.


 


ARTICLE VI


 


Authority and
Duties of Owner Trustee


 


SECTION 6.01  General Authority.  The Owner Trustee is authorized and directed
to execute and deliver the Basic Documents to which the Trust is to be a party
and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party, or any
amendment thereto or other agreement, in each case, in such form as the
Depositor shall approve as evidenced conclusively by the delivery of such
certificates and documents to the Owner Trustee for the Owner Trustee’s
execution thereof.  In addition to the
foregoing, the Owner Trustee is authorized, but shall not be obligated, to take
all actions required of the Trust pursuant to the Basic Documents.  The Owner Trustee is further authorized from
time to time to take such action as the Administrator directs in writing with
respect to the Basic Documents and shall, upon the written direction of the
Administrator, execute and deliver any amendments to this Agreement or any
Basic Documents presented by the Administrator for execution and delivery by
the Owner Trustee.


 


SECTION 6.02  General Duties.  It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and the Basic Documents and to administer the Trust
in the interest of the Owner, subject to the Basic Documents and in accordance
with the provisions of this Agreement.  
Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the Basic
Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee
hereunder or under any Basic Document, and the Owner Trustee shall not be
liable for the default or failure of the Administrator to carry out its
obligations under the Administration Agreement.


 


 


15

















 


SECTION 6.03  Action upon Instruction.


 


(a)           Subject to Article
IV, the Owner may, by written instruction, direct the Owner Trustee in the
management of the Trust.  Such direction
may be exercised at any time by written instruction of the Owner pursuant to
Article IV.


 


(b)           The Owner Trustee
shall not be required to take any action hereunder or under any Basic Document
if the Owner Trustee shall have reasonably determined, or shall have been
advised by counsel, that such action is likely to result in liability on the
part of the Owner Trustee or is contrary to the terms hereof or of any Basic
Document or is otherwise contrary to law.


 


(c)           Whenever the Owner
Trustee is unable to decide between alternative courses of action permitted or
required by the terms of this Agreement or any Basic Document, the Owner
Trustee shall promptly give notice (in such form as shall be appropriate under
the circumstances) to the Owner requesting instruction as to the course of
action to be adopted, and to the extent the Owner Trustee acts in good faith in
accordance with any written instruction of the Owner received, the Owner
Trustee shall not be liable on account of such action to any Person.  If the Owner Trustee shall not have received
appropriate instruction within ten days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action, not inconsistent with this Agreement or the
Basic Documents, as it shall deem to be in the best interest of the Owner, and
shall have no liability to any Person for such action or inaction.


 


(d)           In the event that
the Owner Trustee is unsure as to the application of any provision of this
Agreement or any Basic Document or any such provision is ambiguous as to its
application, or is, or appears to be, in conflict with any other applicable
provision, or in the event that this Agreement permits any determination by the
Owner Trustee or is silent or is incomplete as to the course of action that the
Owner Trustee is required to take with respect to a particular set of facts,
the Owner Trustee may give notice (in such form as shall be appropriate under
the circumstances) to the Owner requesting instruction and, to the extent that
the Owner Trustee acts or refrains from acting in good faith in accordance with
any such instruction received, the Owner Trustee shall not be liable, on
account of such action or inaction, to any Person.  If the Owner Trustee shall not have received appropriate
instruction within 10 days of such notice (or within such shorter period of
time as reasonably may be specified in such notice or may be necessary under
the circumstances) it may, but shall be under no duty to, take or refrain from
taking such action, not inconsistent with this Agreement or the Basic
Documents, as it shall deem to be in the best interests of the Owner, and shall
have no liability to any Person for such action or inaction.


 


SECTION 6.04  No Duties Except as Specified in This
Agreement or in Instructions.  The
Owner Trustee shall not have any duty or obligation to manage, make any payment
with respect to, register, record, sell, dispose of, or otherwise deal with the
Owner Trust Estate, or to otherwise take or refrain from taking any action
under, or in connection with, any document contemplated hereby to which the
Owner Trustee is a party, except as expressly provided by the terms of this
Agreement or in any document or written instruction received by the Owner
Trustee pursuant to Section 6.03; and no implied duties or obligations shall be
read 


 


16

















 


into this Agreement or any Basic Document
against the Owner Trustee.  The Owner
Trustee shall have no responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain
the perfection of any security interest or lien granted to it hereunder or to
prepare or file any Securities and Exchange Commission filing for the Trust or
to record this Agreement or any Basic Document.  The Owner Trustee nevertheless agrees that it will, at its own
cost and expense, promptly take all action as may be necessary to discharge any
liens on any part of the Owner Trust Estate that result from actions by, or
claims against, the Owner Trustee that are not related to the ownership or the
administration of the Owner Trust Estate.


 


SECTION 6.05  No Action Except Under Specified
Documents or Instructions.  The
Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
deal with any part of the Owner Trust Estate except (a) in accordance with the
powers granted to and the authority conferred upon the Owner Trustee pursuant
to this Agreement, (b) in accordance with the Basic Documents and (c) in
accordance with any document or instruction delivered to the Owner Trustee
pursuant to Section 6.03.


 


SECTION 6.06  Restrictions.  The Owner Trustee shall not take any action
(a) that is inconsistent with the purposes of the Trust set forth in Section
2.03 or (b) that, to the actual knowledge of the Owner Trustee, would result in
the Trust’s becoming taxable as a corporation for federal income tax purposes.  The Owner shall not direct the Owner Trustee
to take action that would violate the provisions of this Section.  In no event shall the Trust elect to be
treated as an association taxable as a corporation.


 


ARTICLE VII


 


Concerning the
Owner Trustee


 


SECTION 7.01  Acceptance of Trusts and Duties.  The Owner Trustee accepts the trusts hereby
created and agrees to perform its duties hereunder with respect to such trusts
but only upon the terms of this Agreement. 
The Owner Trustee also agrees to disburse all moneys actually received
by it constituting part of the Owner Trust Estate upon the terms of the Basic
Documents and this Agreement.  The Owner
Trustee shall not be answerable or accountable hereunder or under any Basic
Document under any circumstances, except for (i) its own willful misconduct or
negligence or (ii) the inaccuracy of any representation or warranty contained
in Section 7.03 expressly made by the Owner Trustee.  In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):


 


(i)            the
Owner Trustee shall not be liable for any error of judgment made by a
responsible officer of the Owner Trustee;


 


(ii)           the
Owner Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in accordance with the instructions of the Administrator, the
Depositor, the Indenture Trustee or the Owner;


 


 


 


17

















 


(iii)          no
provision of this Agreement or any Basic Document shall require the Owner Trustee
to expend or risk funds or otherwise incur any financial liability in the
performance of any of its rights or powers hereunder or under any Basic
Document, if the


 


Owner Trustee
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured or
provided to it;


 


(iv)          under
no circumstances shall the Owner Trustee be liable for indebtedness evidenced
by or arising under any of the Basic Documents, including the principal of and
interest on the Notes;


 


(v)           the
Owner Trustee shall not be responsible for or in respect of the validity or
sufficiency of this Agreement or for the due execution hereof by the Depositor
or for the form, character, genuineness, sufficiency, value or validity of any
of the Owner Trust Estate or for or in respect of the validity or sufficiency
of the Basic Documents, other than the certificate of authentication on the
Certificate, and the Owner Trustee shall in no event assume or incur any liability,
duty, or obligation to any Noteholder or to the Owner, other than as expressly
provided for herein and in the Basic Documents;


 


(vi)          the
Owner Trustee shall not be liable for the default or misconduct of the
Administrator, the Indenture Trustee or the Servicer under any of the Basic
Documents or otherwise and the Owner Trustee shall have no obligation or
liability to perform the obligations of the Trust under this Agreement or the
Basic Documents that are required to be performed by the Administrator under
the Administration Agreement, the Indenture Trustee under the Indenture or the
Servicer under the Sale and Servicing Agreement;


 


(vii)         the
Owner Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Agreement, or to institute, conduct or defend any
disclosure litigation under this Agreement or otherwise or in relation to this
Agreement or any Basic Document, at the request, order or direction of the
Owner, unless the Owner has offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby.  The right of the Owner Trustee to perform any discretionary act
enumerated in this Agreement or in any Basic Document shall not be construed as
a duty, and the Owner Trustee shall not be answerable for other than its
negligence or willful misconduct in the performance of any such act; and


 


(viii)        notwithstanding
any Person’s right to instruct the Owner Trustee, except as required by law or
regulation, neither the Owner Trustee nor any agent, employee, director or
officer of the Owner Trustee shall have any obligation to execute any
certificates or other documents required pursuant to the Sarbanes-Oxley Act of
2002 or the rules and regulations promulgated thereunder, and the refusal to
comply with any such instructions shall not constitute a default or breach
under any Basic Document.


 


SECTION 7.02  Furnishing of Documents.  The Owner Trustee shall furnish to the Owner
promptly upon receipt of a written reasonable request therefor, duplicates or
copies of 


 


18

















 


all reports,
notices, requests, demands, certificates, financial statements and any
other instruments furnished to the Owner Trustee and in its possession under
the Basic Documents.


 


SECTION 7.03  Representations and Warranties.  The Owner Trustee hereby represents and
warrants to the Depositor, for the benefit of the Owner, that:


 


(i)            it
is a banking association duly organized and validly existing in good standing
under the laws of the United States of America and it has all requisite
corporate power and authority to execute, deliver and perform its obligations
under this Agreement;


 


(ii)           it
has taken all corporate action necessary to authorize the execution and
delivery by it of this Agreement, and this Agreement will be executed and
delivered by one of its officers who is duly authorized to execute and deliver
this Agreement on its behalf; and


 


(iii)          neither
the execution nor the delivery by it of this Agreement, nor the consummation by
it of the transactions contemplated hereby, nor compliance by it with any of
the terms or provisions hereof, will contravene any federal or Delaware law,
governmental rule or regulation governing the banking or trust powers of the
Owner Trustee, or constitute any default under its charter documents or
by-laws.


 


SECTION 7.04  Reliance; Advice of Counsel.


 


(a)           The Owner Trustee
shall incur no liability to anyone in acting upon any signature, instrument,
notice, resolution, request, consent, order, certificate, report, opinion,
bond, or other document or paper believed by it to be genuine and believed by
it to be signed by the proper party or parties.  The Owner Trustee may accept a certified copy of a resolution of
the board of directors or other governing body of any corporate party as
conclusive evidence that such resolution has been duly adopted by such body and
that the same is in full force and effect. 
As to any fact or matter the method of the determination of which is not
specifically prescribed herein, the Owner Trustee may for all purposes hereof
rely on a certificate, signed by the president or any vice president or by the
treasurer or other authorized officers of the relevant party, as to such fact
or matter, and such certificate shall constitute full protection to the Owner
Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.


 


(b)           In the exercise or
administration of the trusts hereunder and in the performance of its duties and
obligations under this Agreement or the Basic Documents, the Owner Trustee (i)
may act directly or through its agents or attorneys pursuant to agreements
entered into with any of them, and the Owner Trustee shall not be liable for
the conduct or misconduct of such agents or attorneys if such agents or
attorneys shall have been selected by the Owner Trustee with reasonable care,
and (ii) may consult with counsel, accountants and other skilled persons to be
selected with reasonable care and employed by it.  The Owner Trustee shall not be liable for anything done, suffered
or omitted in good faith by it in accordance with the written opinion or advice
of any such counsel, accountants or other such persons and not contrary to this
Agreement or any Basic Document.


 


19

















 


SECTION 7.05  Not Acting in Individual Capacity.  Except as provided in this Article VII, in
accepting the trusts hereby created U.S. Bank Trust National Association acts
solely as Owner Trustee hereunder and not in its individual capacity and all
Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or any Basic Document shall look
only to the Owner Trust Estate for payment or satisfaction thereof.


 


SECTION 7.06  Owner Trustee Not Liable for Certificate
or Receivables.  The recitals
contained herein and in the Certificate (other than the signature of the Owner
Trustee on the Certificate and its representations and warranties in Section
7.03) shall be taken as the statements of the Depositor and the Owner Trustee
assumes no responsibility for the correctness thereof.  The Owner Trustee makes no representations
as to the validity or sufficiency of this Agreement, of any Basic Document or
of the Certificate (other than the signature of the Owner Trustee on the
Certificate) or the Notes, or of any Receivable or related documents.  The Owner Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Receivable, or the perfection and priority of any
security interest created by any Receivable in any Financed Equipment or the
maintenance of any such perfection and priority, or for or with respect to the
sufficiency of the Owner Trust Estate or its ability to generate the payments
to be distributed to the Certificateholder under this Agreement or the
Noteholders under the Indenture, including, without limitation:  the existence, condition and ownership of
any Financed Equipment; the existence and enforceability of any insurance
thereon: the existence and contents of any Receivable on any computer or other
record thereof; the validity of the assignment of any Receivable to the Trust
or of any intervening assignment; the completeness of any Receivable; the
performance or enforcement of any Receivable; the compliance by the Depositor
or the Servicer with any warranty or representation made under any Basic
Document or in any related document or the accuracy of any such warranty or
representation or any action of the Administrator, the Indenture Trustee or the
Servicer or any subservicer taken in the name of the Owner Trustee.


 


SECTION 7.07  Owner Trustee May Own Notes.  The Owner Trustee in its individual or any
other capacity may become the owner or pledgee of Notes and may deal with the
Depositor, the Administrator, the Indenture Trustee and the Servicer in banking
transactions with the same rights as it would have if it were not Owner
Trustee.


 


ARTICLE VIII


 


Compensation
of Owner Trustee


 


SECTION 8.01  Owner Trustee’s Fees and Expenses.  The Owner Trustee shall receive as
compensation for its services hereunder such fees as have been separately
agreed upon before the date hereof between the Depositor and the Owner Trustee,
and the Owner Trustee shall be entitled to be reimbursed by the Depositor for
its other reasonable expenses hereunder, including the reasonable compensation,
expenses and disbursements of such agents, representatives, experts and counsel
as the Owner Trustee may employ in connection with the exercise and performance
of its rights and its duties hereunder.


 


20

















 


SECTION 8.02  Indemnification.  The Depositor shall be liable as primary obligor
for, and shall indemnify the Owner Trustee and its successors, assigns, agents
and servants (collectively, the “Indemnified Parties”) from and against, any
and all liabilities, obligations, losses, damages, taxes, claims, actions and
suits, and any and all reasonable costs, 


 


expenses and disbursements (including
reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, “Expenses”) which may at any time be imposed on, incurred by, or
asserted against the Owner Trustee or any Indemnified Party in any way relating
to or arising out of this Agreement, the Basic Documents, the Owner Trust
Estate, the administration of the Owner Trust Estate or the action or inaction
of the Owner Trustee hereunder, except only that the Depositor shall not be
liable for or required to indemnify the Owner Trustee from and against Expenses
arising or resulting from any of the matters described in the third sentence of
Section 7.01.  The indemnities contained
in this Section shall survive the resignation or removal of the Owner Trustee
or the termination of this Agreement. 
In any event of any claim, action or proceeding for which indemnity will
be sought pursuant to this Section, the Owner Trustee’s choice of legal counsel
shall be subject to the approval of the Depositor, which approval shall not be
unreasonably withheld.


 


SECTION 8.03  Payments to the Owner Trustee.  Any amounts paid to the Owner Trustee
pursuant to this Article VIII shall be deemed not to be a part of the Owner
Trust Estate immediately after such payment.


 


ARTICLE IX


 


Termination of
Trust Agreement


 


SECTION 9.01  Termination of Trust Agreement.


 


(a)           The Trust shall
dissolve and terminate in accordance with Section 3808 (d) and (e) of the Trust
Act (i) upon the final distribution by the Owner Trustee of all moneys or other
property or proceeds of the Owner Trust Estate in accordance with the terms of
the Indenture, the Sale and Servicing Agreement and Article V or (ii) at the
time provided in Section 9.02.  Any
money or other property held as part of the Owner Trust Estate following such
distribution (and following a final distribution of proceeds from a sale under
Section 9.02) shall be distributed to the Depositor.


 


(b)           Except as provided
in Section 9.01(a), neither the Depositor nor the Owner shall be entitled to
revoke or terminate the Trust.


 


(c)           Notice of any
dissolution of the Trust, specifying the Payment Date upon which the
Certificateholder shall surrender its Certificate to the Paying Agent for
payment of the final distribution and cancellation, shall be given by the Owner
Trustee by letter to the Certificateholder mailed within five Business Days of
receipt of notice of such termination from the Servicer given pursuant to
Section 9.01(c) of the Sale and Servicing Agreement, stating (i) the Payment
Date upon or with respect to which final payment of the Certificate shall be
made upon presentation and surrender of the Certificate at the office of the
Paying Agent therein designated, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise 


 


21

















 


applicable to such Payment Date is not
applicable, payments being made only upon presentation and surrender of the
Certificate at the office of the Paying Agent therein specified.  The Owner Trustee shall give such notice to
the Certificate Registrar (if other than the Owner Trustee) and the Paying
Agent at the time such notice is given to the Certificateholder.  Upon presentation and surrender of the
Certificate, the Paying Agent shall cause to be distributed to the
Certificateholder amounts distributable on such Payment Date pursuant to
Section 5.02.


 


In the event that the
Certificateholder shall not surrender its Certificate for cancellation within
six months after the date specified in the above mentioned written notice, the
Owner Trustee shall give a second written notice to the Certificateholder to
surrender its Certificate for cancellation and receive the final distribution
with respect thereto.  If within one year
after the second notice, the Certificate shall not have been surrendered for
cancellation, the Owner Trustee may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the Certificateholder concerning
surrender of its Certificate, and the cost thereof shall be paid out of the
funds and other assets that shall remain subject to this Agreement.  Any funds remaining in the Trust after
exhaustion of such remedies shall be distributed by the Owner Trustee to the
Depositor.


 


(d)           Upon the winding up
of the Trust and satisfaction of all obligations in accordance with Section
3808 of the Trust Statute, the Owner Trustee shall cause the Certificate of
Trust to be canceled by filing a certificate of cancellation with the Secretary
of State in accordance with the provisions of Section 3810 of the Trust Statute
and the Trust shall terminate and this Agreement (other than Article VIII)
shall be of no further force or effect.


 


SECTION 9.02  Dissolution upon Bankruptcy of the
Depositor.  In the event that an
Insolvency Event shall occur with respect to the Depositor, the Trust shall be
dissolved in accordance with Section 9.01 90 days after the date of such
Insolvency Event, unless, before the end of such 90-day period, the Owner
Trustee shall have received written instructions from each of the Noteholders,
to the effect that each such party disapproves of the liquidation of the
Receivables and termination of the Trust. 
Promptly after the occurrence of any Insolvency Event with respect to
the Depositor, (i) the Depositor shall give the Indenture Trustee and the Owner
Trustee written notice of such Insolvency Event, (ii) the Owner Trustee shall,
upon the receipt of such written notice from the Depositor, give prompt written
notice to the Certificateholder and the Indenture Trustee, of the occurrence of
such event and (iii) the Indenture Trustee shall, upon receipt of written
notice of such Insolvency Event from the Owner Trustee or the Depositor, give
prompt written notice to the Noteholders of the occurrence of such event;
provided, however, that any failure to give a notice required by this sentence
shall not prevent or delay, in any manner, a dissolution of the Trust pursuant
to the first sentence of this Section 9.02. 
Upon a dissolution pursuant to this Section, the Owner Trustee shall
direct the Indenture Trustee promptly to sell the assets of the Trust (other
than the Trust Accounts and the Certificate Distribution Account) in a
commercially reasonable manner and on commercially reasonable terms.  The proceeds of such a sale of the assets of
the Trust shall be treated as collections under the Sale and Servicing
Agreement.


 


 


22

















 


ARTICLE X


 


Successor
Owner Trustees and Additional Owner Trustees


 


SECTION 10.01  Eligibility Requirements for Owner
Trustee.  The Owner Trustee shall at
all times be a Person satisfying the provisions of Section 3807(a) of the Trust
Statute; authorized to exercise corporate trust powers; and having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal or State authorities. 
If such Person shall publish reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published.  In case at any time the Owner Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Owner Trustee shall resign immediately in the manner and with the effect
specified in Section 10.02.


 


SECTION 10.02  Resignation or Removal of Owner Trustee.  The Owner Trustee may at any time resign and
be discharged from the trusts hereby created by giving written notice thereof
to the Administrator; provided, however, that such resignation and discharge
shall only be effective upon the appointment of a successor Owner Trustee.  Upon receiving such notice of resignation,
the Administrator shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the resigning Owner Trustee and one copy to the successor Owner Trustee.  If no successor Owner Trustee shall have
been so appointed and have accepted appointment within 30 days after the giving
of such notice of resignation, the resigning Owner Trustee may petition any
court of competent jurisdiction for the appointment of a successor Owner
Trustee.


 


If at any time the Owner
Trustee shall cease to be eligible in accordance with the provisions of Section
10.01 and shall fail to resign after written request therefor by the
Administrator, or if at any time the Owner Trustee shall be legally unable to
act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Owner Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Administrator
may remove the Owner Trustee.  If the
Administrator shall remove the Owner Trustee under the authority of the immediately
preceding sentence, the Administrator shall promptly appoint a successor Owner
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the outgoing Owner Trustee so removed and one copy to the
successor Owner Trustee and payment of all fees owed to the outgoing Owner
Trustee.


 


Any resignation or
removal of the Owner Trustee and appointment of a successor Owner Trustee
pursuant to any of the provisions of this Section shall not become effective
until acceptance of appointment by the successor Owner Trustee pursuant to
Section 10.03 and payment of all fees and expenses owed to the outgoing Owner
Trustee.  The Administrator shall
provide notice of such resignation or removal of the Owner Trustee to each of
the Rating Agencies.


 


23

















 


SECTION 10.03  Successor Owner Trustee.  Any successor Owner Trustee appointed
pursuant to Section 10.02 shall execute, acknowledge and deliver to the
Administrator and to its predecessor Owner Trustee an instrument accepting such
appointment under this Agreement, and thereupon the resignation or removal of
the predecessor Owner Trustee shall become effective and such successor Owner
Trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties, and obligations of its predecessor under
this Agreement, with like effect as if originally named as Owner Trustee.  The 
predecessor Owner Trustee shall upon payment of its fees and expenses
deliver to the successor Owner Trustee all documents and statements and monies
held by it under this Agreement: and the Administrator and the predecessor
Owner Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties, and
obligations.


 


No successor Owner
Trustee shall accept appointment as provided in this Section unless at the time
of such acceptance such successor Owner Trustee shall be eligible pursuant to
Section 10.01.


 


Upon acceptance of
appointment by a successor Owner Trustee pursuant to this Section, the
Administrator shall mail notice of the successor of such Owner Trustee to all
Certificateholders, the Indenture Trustee, the Noteholders and the Rating
Agencies.  If the Administrator shall
fail to mail such notice within 10 days after acceptance of appointment by the
successor Owner Trustee, the successor Owner Trustee shall cause such notice to
be mailed at the expense of the Administrator.


 


SECTION 10.04  Merger or Consolidation of Owner Trustee.  Any Person into which the Owner Trustee may
be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Owner
Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Owner Trustee, shall be the
successor of the Owner Trustee hereunder, provided that such Person shall be
eligible pursuant to Section 10.01, without the execution or filing of any
instrument or any further act on the part of any of the parties hereto;
anything herein to the contrary notwithstanding; provided further that the
Owner Trustee shall mail notice of such merger or consolidation to the Rating
Agencies.


 


SECTION 10.05  Appointment of Co-Trustee or Separate
Trustee.  Notwithstanding any other
provisions of this Agreement, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Owner Trust Estate or
any Financed Equipment may at the time be located, the Administrator and the
Owner Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Owner Trustee to
act as co-trustee, jointly with the Owner Trustee, or separate trustee or
separate trustees, of all or any part of the Owner Trust Estate, and to vest in
such Person, in such capacity, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Administrator and the Owner Trustee may
consider necessary or desirable.  If the
Administrator shall not have joined in such appointment within 15 days after
the receipt by it of a request so to do, the Owner Trustee alone shall have the
power to make such appointment.  No
co-trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a successor trustee 


 


24

















 


pursuant to
Section 10.01 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 10.03.


 


Each separate trustee and
co-trustee shall, to the extent permitted by law, be appointed and act subject
to the following provisions and conditions:


 


(i)            all
rights, powers, duties, and obligations conferred or imposed upon the Owner
Trustee shall be conferred upon and exercised or performed by the Owner Trustee
and such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without the
Owner Trustee joining in such act), except to the extent that under any law of
any jurisdiction in which any particular act or acts are to be performed, the
Owner Trustee shall be incompetent or unqualified to perform such act or acts,
in which event such rights, powers, duties, and obligations (including the
holding of title to the Trust or any portion thereof in any such jurisdiction)
shall be exercised and performed singly by such separate trustee or co-trustee,
but solely at the direction of the Owner Trustee;


 


(ii)           no
trustee under this Agreement shall be personally liable by reason of any act or
omission of any other trustee under this Agreement; and


 


(iii)          the
Administrator and the Owner Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-trustee.


 


Any notice, request or
other writing given to the Owner Trustee shall be deemed to have been given to
each of the then separate trustees and co-trustees, as effectively as if given
to each of them.  Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article.  Each
separate trustee and co-trustee, upon its acceptance of the trusts conferred,
shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Owner Trustee or separately, as may be
provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Owner Trustee.  Each such instrument shall be filed with the
Owner Trustee and a copy thereof given to the Administrator.


 


Any separate trustee or
co-trustee may at any time appoint the Owner Trustee, its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by
law, to do any lawful act under or in respect of this Agreement on its behalf
and in its name.  If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Owner Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.


 


ARTICLE XI


 


Miscellaneous


 


SECTION 11.01  Supplements and Amendments.  This Agreement may be amended by the
Depositor and the Owner Trustee, without the consent of any of the Noteholders 


 


25

















 


or the Certificateholder, to cure any
ambiguity, to correct or supplement any provisions 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 the Certificateholder; provided further that 10 days’ prior
written notice of any such amendment be given to each Rating Agency and, if a
Rating Agency 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,
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;
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 by the Depositor and the Owner Trustee, with
prior written notice to the Rating Agencies, with the consent of the Holders of
Notes evidencing not less than a majority of the Outstanding Amount of the
Notes and the consent of the Certificateholder (which consents will not be
unreasonably withheld) for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Noteholders or the Certificateholder;
provided, however, that no such amendment shall (a) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments on Receivables or distributions that shall be required to be made for
the benefit of the Noteholders or the Certificateholder or (b) reduce the
aforesaid percentage of the Outstanding Amount of the Notes required to consent
to any such amendment or eliminate the consent of the Certificateholder to any
such amendment, without the consent of the holders of all the outstanding Notes
and the Certificate.


 


Promptly after the
execution of any such amendment or consent, the Owner Trustee shall furnish
written notification of the substance of such amendment or consent to the
Certificateholder, the Indenture Trustee and each of the Rating Agencies.


 


It shall not be necessary
for the consent of the Certificateholder, the Noteholders or the Indenture
Trustee pursuant to this Section to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof.


 


Promptly after the execution
of any amendment to the Certificate of Trust, the Owner Trustee shall cause the
filing of such amendment with the Secretary of State.


 


Prior to the execution of
any amendment to this Agreement or the Certificate of Trust, the Owner Trustee
shall be entitled to receive and rely upon an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this Agreement
and that all conditions precedent have been satisfied.  The Owner Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Owner Trustee’s
own rights, duties or immunities under this Agreement or otherwise.


 


SECTION 11.02  No Legal Title to Owner Trust Estate in
the Owner.  The Owner shall not have
legal title to any part of the Owner Trust Estate.  The Owner shall be


 


26

















 


entitled to receive distributions with respect to its undivided
ownership interest therein only in accordance with Articles V and IX.  No transfer, by operation of law or
otherwise, of any right, title, and interest of the Owner to and in its
ownership interest in the Owner Trust Estate shall operate to terminate this
Agreement or the trusts hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Owner Trust Estate.


 


SECTION 11.03  Limitations on Rights of Others.  Except for Section 2.07, the provisions of
this Agreement are solely for the benefit of the Owner Trustee, the Depositor,
the Owner, the Administrator and, to the extent expressly provided herein, 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 11.04  Notices.


 


(a)           Unless otherwise
expressly specified or permitted by the terms hereof, all notices shall be in
writing and shall be deemed given upon receipt by the intended recipient or
three Business Days after mailing if mailed by certified mail, postage prepaid
(except that notice to the Owner Trustee shall be deemed given only upon actual
receipt by the Owner Trustee), if to the Owner Trustee, addressed to the
Corporate Trust Office; if to the Depositor, addressed to John Deere
Receivables, Inc., First Interstate Bank Bldg., 1 East First Street, Reno,
Nevada 89501, Attention of Manager, with a copy to Deere & Company, One John
Deere Place, Moline, Illinois 61265, Attention:  Treasury Department, Assistant Treasurer; or, as to each party,
at such other address as shall be designated by such party in a written notice
to each other party.


 


(b)           Any notice required
or permitted to be given to the Certificateholder shall be given by first-class
mail, postage prepaid, at the address of the Certificateholder as shown in the
Certificate Register.  Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.


 


SECTION 11.05  Severability.  Any provision of this Agreement or the
Certificate 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 or
thereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.


 


SECTION 11.06  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 11.07  Successors and Assigns.  All covenants and agreements contained
herein shall be binding upon, and inure to the benefit of, the Depositor, the
Owner Trustee and its successors and the Owner and its successors and permitted
assigns, all as herein 


 


27

















 


provided.  Any request, notice, direction, consent,
waiver or other instrument or action by the Owner shall bind the successors and
assigns of the Owner.


 


SECTION 11.08  Covenant of the Depositor.  In the event that any litigation with claims
in excess of $1,000,000 to which the Depositor is a party which shall be
reasonably likely to result in a material judgment against the Depositor that
the Depositor will not be able to satisfy shall be commenced by the Owner (when
the Owner is not the Depositor), during the period beginning nine months
following the commencement of such litigation and continuing until such
litigation is dismissed or otherwise terminated (and, if such litigation has
resulted in a final judgment against the Depositor, such judgment has been
satisfied) the Depositor shall not pay any dividend to JDCC, or make any
distribution on or in respect of its capital stock to JDCC, or repay the principal
amount of any indebtedness of the Depositor held by JDCC, unless (i) after
giving effect to such payment, distribution or repayment, the Depositor’s
liquid assets shall not be less than the amount of actual damages claimed in
such litigation or (ii) the Rating Agency Condition shall have been satisfied
with respect to any such payment, distribution or repayment.  The Depositor further agrees that prior to
the termination of the Trust it shall not revoke, modify or otherwise amend any
agreements with JDCC in effect on the Closing Date in any manner that would
adversely affect the rights of the Depositor to receive from JDCC contributions
of capital or payments on demand pursuant to such agreements.  The Depositor further covenants and agrees
that it will not enter into any transaction or take any action (other than any
transaction or action contemplated by this Agreement or any of the Basic
Documents) if, as a result of such transaction or action, any rating of either
the Notes or the Certificate by any of the Rating Agencies would be downgraded
or withdrawn.


 


SECTION 11.09  No Petition.  The Owner Trustee on behalf of the Trust,
the Certificateholder, by accepting a Certificate, and the Indenture Trustee
and each Noteholder by accepting the benefits of this Agreement, hereby
covenant and agree that they will not at any time institute against the
Depositor, or join in any institution against the Depositor of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings
under any U.S. federal or State bankruptcy or similar law in connection with
any obligations relating to the Certificate, the Notes, this Agreement or any
of the Basic Documents.


 


SECTION 11.10  No Recourse.  The Certificateholder by accepting a Certificate
acknowledges that such Certificateholder’s Certificate represents beneficial
interests in the Trust only and do not represent interests in or obligations of
the Seller, the Servicer, the Administrator, the Owner Trustee, the Indenture
Trustee or any Affiliate thereof and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated
in this Agreement, the Certificate or the Basic Documents.


 


SECTION 11.11  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 11.12  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.


 


28

















 


SECTION 11.13  Depositor Payment Obligation.  The Depositor shall be responsible for
payment of the Administrator’s fees under the Administration Agreement and
shall reimburse the Administrator for all expenses and liabilities of the
Administrator incurred thereunder.


 


SECTION 11.14  Administrator.  The Administrator is authorized to execute
on behalf of the Trust all such documents, reports, filings, instruments,
certificates and opinions as it


 


shall be the duty of the Trust to prepare,
file or deliver pursuant to the Basic Documents.  Upon request, the Owner Trustee shall execute and deliver to the
Administrator a power of attorney appointing the Administrator the agent and
attorney-in-fact of the Trust to execute all such documents, reports, filings,
instruments, certificates and opinions.


 


SECTION 11.15  Non-transferability of the
Certificates(s).  Notwithstanding
anything herein to the contrary, the Certificate(s) is (are) not transferable
and shall remain registered in the name of John Deere Receivables, Inc.


 


29

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Trust Agreement to be duly executed by their respective officers hereunto
duly authorized, as of the day and year first above written.


 


	
   

  	
  U.S. BANK TRUST
  NATIONAL ASSOCIATION,

  as Owner Trustee,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
  JOHN DEERE
  RECEIVABLES, INC., as 

  Depositor,

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:  

  



 


30

















 


	
  NUMBER

  	
   

  	
  $7,546,670

  
	
  R-1

  	
   

  	
   

  



 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


JOHN DEERE OWNER TRUST 2003


 


ASSET BACKED CERTIFICATE


 


evidencing an undivided interest in the Trust, as
defined below, the property of which includes a pool of equipment retail
installment sale and loan contracts secured by new and used agricultural,
construction and forestry equipment and sold to the Trust (as defined below) by
John Deere Receivables, Inc.


 


(This Certificate does not represent an interest in or
obligation of John Deere Receivables, Inc., John Deere Capital Corporation,
Deere & Company or any of their respective affiliates, except to the extent
described below.)


 


THIS CERTIFIES THAT John
Deere Receivables, Inc. is the registered owner of seven million five hundred
forty six thousand six hundred seventy dollars nonassessable, fully-paid,
undivided beneficial interest in John Deere Owner Trust 2003 (the “Trust”)
formed by John Deere Receivables, Inc., a Nevada corporation (the “Seller”).


 


THIS CERTIFICATE IS NOT
TRANSFERABLE.


 


CERTIFICATE OF AUTHENTICATION


 


This is the Certificate
referred to in the within-mentioned Trust Agreement.


 


	
   

  	
  U.S. Bank Trust
  National Association,

  as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


A- 1

















 


The Trust was created
pursuant to a Trust Agreement dated as of July 15, 2003 (the “Trust
Agreement”), between the Seller and U.S. Bank Trust National Association, as
owner trustee (the “Owner Trustee”), a summary of certain of the pertinent
provisions of which is set forth below. 
To the extent not otherwise defined herein, the capitalized terms used
herein have the meanings assigned to them in the Trust Agreement or the Sale
and Servicing Agreement dated as of July 15, 2003 (the “Sale and Servicing
Agreement”), among the Trust, the Seller and John Deere Capital Corporation, as
servicer (the “Servicer”), as applicable.


 


This Certificate is the
duly authorized Certificate designated as the “Asset Backed Certificate”
(herein called the “Certificate”).  Also
issued under the Indenture, dated as of July 15, 2003, between the Trust
and The Bank of New York, as Indenture Trustee, are the Class A-1 1.08125%
Asset Backed Notes, the Class A-2 1.31% Asset Backed Notes, the Class A-3 1.79%
Asset Backed Notes, the Class A-4 2.44% Asset Backed Notes and the Class B
2.01% Asset Backed Notes (collectively, the “Notes”).  This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
holder of this Certificate by virtue of the acceptance hereof assents and by
which such holder is bound.  The
property of the Trust includes a pool of retail installment sale and loan
contracts for agricultural, construction and forestry equipment (the
“Receivables”), all monies received on or after June 22, 2003 from
payments on the Receivables, security interests in the equipment financed
thereby, certain bank accounts and the proceeds thereof, proceeds from claims
on certain insurance policies and certain other rights under the Trust
Agreement and the Sale and Servicing Agreement, all right, title, and interest
of the Seller in and to the Purchase Agreement, dated as of July 15, 2003,
between John Deere Capital Corporation and the Seller and all proceeds of the
foregoing.  The rights of the holders of
the Certificate are subordinated to the rights of the holders of the Notes, as
set forth in the Sale and Servicing Agreement.


 


Under the Trust
Agreement, there will be distributed on the 15th day of each month or, if such
day is not a Business Day, the next Business Day (the “Payment Date”),
commencing on August 15, 2003, to the person in whose name this
Certificate is registered at the close of business on the last day of the month
(the “Record Date”) immediately preceding the month in which such Payment Date
occurs the Certificateholder’s undivided interest in the amount to be
distributed to the Certificateholder on such Payment Date.


 


The holder of this
Certificate acknowledges and agrees that its rights to receive distributions in
respect of this Certificate are subordinated to the rights of the Noteholders
as described in the Sale and Servicing Agreement and the Indenture.


 


It is the intention of
the parties that the Trust will be disregarded as an entity separate from the
Certificateholder for U.S. federal income tax purposes.


 


The Certificateholder, by
its acceptance of a Certificate, covenants and agrees that the
Certificateholder will not at any time institute against the Seller, or join in
any institution against the Seller of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any U.S. federal or State bankruptcy or similar law in connection with any
obligations relating to the Certificate, the Notes, the Trust Agreement or any
of the Basic Documents.


 


A- 2

















 


Distributions on this
Certificate will be made as provided in the Trust Agreement by the Owner
Trustee by wire transfer or check mailed to the Certificateholder of record in
the Certificate Register without the presentation or surrender of this
Certificate or the making of any notation hereon.  Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Owner Trustee of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency maintained for the purpose by the Owner Trustee.


 


Reference is hereby made
to the further provisions of this Certificate set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set
forth at this place.


 


Unless the certificate of
authentication hereon shall have been executed by an authorized officer of the
Owner Trustee, by manual signature, this Certificate shall not entitle the
holder hereof to any benefit under the Trust Agreement or the Sale and
Servicing Agreement or be valid for any purpose.


 


THIS CERTIFICATE SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.


 


IN WITNESS WHEREOF, the
Owner Trustee, on behalf of the Trust and not in its individual capacity, has
caused this Certificate to be duly executed.


 


	
   

  	
  JOHN DEERE OWNER
  TRUST 2003

  
	
   

  	
   

  
	
   

  	
  By U.S. BANK
  TRUST NATIONAL

  ASSOCIATION, as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
  By:

  	
   

  	
   

  



 


A- 3

















 


(Reverse of Certificate}


 


The Certificate does not
represent an obligation of, or an interest in, the Seller, the Servicer, Deere
& Company, the Indenture Trustee, the Owner Trustee or any affiliates of
any of them and no recourse may be had against such parties or their assets,
except as may be expressly set forth or contemplated herein or in the Trust Agreement
or the Basic Documents.  In addition,
this Certificate is not guaranteed by any governmental agency or
instrumentality and is limited in right of payment to certain collections with
respect to the Receivables (and certain other amounts), all as more specifically
set forth herein and in the Sale and Servicing Agreement.  The Certificate is limited in right of
payment to certain collections and recoveries respecting the Receivables, all
as more specifically set forth in the Sale and Servicing Agreement.  A copy of each of the Sale and Servicing
Agreement and the Trust Agreement may be examined during normal business hours
at the principal office of the Seller, and at such other places, if any,
designated by the Seller, by the Certificateholder upon written request.


 


The Trust Agreement
permits, with certain exceptions therein provided, the amendment thereof and
the modification of the rights and obligations of the Seller and the rights of
the Certificateholder under the Trust Agreement at any time by the Seller and
the Owner Trustee with the consent of the holders of the Notes voting as a
class evidencing not less than a majority of the outstanding Notes and the
consent of the Certificateholder (which consents shall not be unreasonably
withheld).  Any such consent by the
holder of this Certificate shall be conclusive and binding on the holder of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate.  The Trust
Agreement also permits the amendment thereof, in certain limited circumstances,
without the consent of the holder of the Certificate.


 


As provided in the Trust
Agreement, this Certificate is non-transferable.  The initial Certificate Registrar appointed under the Trust
Agreement is U.S. Bank Trust National Association.


 


The Certificate is
issuable only as a registered Certificate without coupons in minimum
denominations of at least $100,000.  As
provided in the Trust Agreement and subject to certain limitations therein set
forth, the Certificate is exchangeable for new Certificates of authorized
denominations evidencing the same aggregate denomination, as requested by the
holder surrendering the same.  No
service charge will be made for any such exchange, but the Owner Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge payable in connection therewith.


 


The Owner Trustee, the
Certificate Registrar and any agent of the Owner Trustee or the Certificate
Registrar may treat the person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Owner Trustee, the
Certificate Registrar or any such agent shall be affected by any notice to the
contrary.


 


The obligations and
responsibilities created by the Trust Agreement and the Trust created thereby
shall terminate upon the payment to the Certificateholder of all amounts
required to be paid to it pursuant to the Trust Agreement and the Sale and
Servicing Agreement and the disposition of all property held as part of the
Trust.  The Servicer of the Receivables
may at its


 


A- 4

















 


option purchase the corpus of the Trust at a price specified in the Sale
and Servicing Agreement, and such purchase of the Receivables and other
property of the Trust will effect early retirement of the Certificate; however,
such right of purchase is exercisable only as of the last day of any Collection
Period as of which the Pool Balance is less than or equal to 10% of the initial
principal balance of the Receivables.


 


A- 5

















 


EXHIBIT B


 


CERTIFICATE OF TRUST OF


JOHN DEERE
OWNER TRUST 2003


 


THIS Certificate of Trust
of JOHN DEERE OWNER TRUST 2003 (the “Trust”), dated as of
July      , 2003, is being duly executed and
filed by U.S. Bank Trust National Association, a Delaware banking corporation,
as trustee, to form a statutory trust under the Delaware Statutory trust  Act (12 Del.  Code,
Section 3801 et seq.).


 


1.             Name.  The name
of the statutory trust  formed hereby is
JOHN DEERE OWNER TRUST 2003.


 


2.             Delaware Trustee. 
The name and business address of the trustee of the Trust in the State
of Delaware is U.S. Bank Trust National Association, 300 Delaware Avenue, 8th
Floor, Wilmington, Delaware 19809.


 


3.             This Certificate of Trust will be effective 
July       , 2003.


 


IN WITNESS WHEREOF, the
undersigned, being the sole trustee of the Trust, has executed this Certificate
of Trust as of the date first above written.


 


	
   

  	
  U.S. BANK TRUST
  NATIONAL ASSOCIATION,

  not in its individual capacity but solely as trustee of

  the Trust.

  
	
   

  	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B- 1