Exhibit 10.1

     

    EXECUTION
VERSION

     

     

     

     

     

     

    

      
        

      

    

     

     

    SALE AND
SERVICING AGREEMENT

     

     

    among

     

     

    JOHN
DEERE OWNER TRUST 2009

     

    Issuing
Entity

     

     

    JOHN
DEERE RECEIVABLES, INC.

     

    Seller

     

     

    and

     

     

    JOHN
DEERE CAPITAL CORPORATION

     

    Servicer

     

     

     

     

    Dated as
of June 1, 2009

     

     

      
        

      

    

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    TABLE OF
CONTENTS

     

    Page

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  	
                                                                                          ARTICLE
      I

                                                                                        
	 
      
	
                                                                                          Definitions

                                                                                        
	 
      	 
      
	
                                                                                          SECTION 1.01 
      Definitions

                                                                                        	
                                                                                          1

                                                                                        
	
                                                                                          SECTION 1.02  Other
      Definitional Provisions

                                                                                        	
                                                                                          14

                                                                                        
	
                                                                                          SECTION 1.03 
      Calculations

                                                                                        	
                                                                                          15

                                                                                        
	 
      	 
      
	
                                                                                          ARTICLE
      II

                                                                                        
	 
      
	
                                                                                          Conveyance
      of Receivables

                                                                                        
	 
      	 
      
	
                                                                                          SECTION 2.01 
      Conveyance of Receivables

                                                                                        	
                                                                                          15

                                                                                        
	
                                                                                          SECTION 2.02 
      Waiver

                                                                                        	
                                                                                          15

                                                                                        
	 
      	 
      
	
                                                                                          ARTICLE
      III

                                                                                        
	 
      
	
                                                                                          The
      Receivables

                                                                                        
	 
      	 
      
	
                                                                                          SECTION 3.01 
      Representations and Warranties of Seller

                                                                                        	
                                                                                          16

                                                                                        
	
                                                                                          SECTION 3.02
       Repurchase by Seller upon Breach

                                                                                        	
                                                                                          16

                                                                                        
	
                                                                                          SECTION 3.03  Custody
      of Receivable Files

                                                                                        	
                                                                                          17

                                                                                        
	
                                                                                          SECTION 3.04  Duties
      of Servicer as Custodian

                                                                                        	
                                                                                          17

                                                                                        
	
                                                                                          SECTION 3.05 
      Instructions; Authority to Act

                                                                                        	
                                                                                          18

                                                                                        
	
                                                                                          SECTION 3.06 
      Custodian’s Indemnification

                                                                                        	
                                                                                          18

                                                                                        
	
                                                                                          SECTION 3.07 
      Effective Period and Termination

                                                                                        	
                                                                                          18

                                                                                        
	 
      	 
      
	
                                                                                          ARTICLE
      IV

                                                                                        
	 
      
	
                                                                                          Administration
      and Servicing of Receivables

                                                                                        
	 
      	 
      
	
                                                                                          SECTION 4.01  Duties
      of Servicer

                                                                                        	
                                                                                          19

                                                                                        
	
                                                                                          SECTION 4.02 
      Collection of Receivable Payments

                                                                                        	
                                                                                          19

                                                                                        
	
                                                                                          SECTION 4.03 
      Realization upon Receivables

                                                                                        	
                                                                                          20

                                                                                        
	
                                                                                          SECTION 4.04  Physical
      Damage Insurance

                                                                                        	
                                                                                          20

                                                                                        
	
                                                                                          SECTION 4.05 
      Maintenance of Security Interests in Financed Equipment

                                                                                        	
                                                                                          20

                                                                                        
	
                                                                                          SECTION 4.06 
      Covenants of Servicer

                                                                                        	
                                                                                          20

                                                                                        
	
                                                                                          SECTION 4.07  Purchase
      by Servicer of Receivables upon Breach

                                                                                        	
                                                                                          20

                                                                                        
	
                                                                                          SECTION 4.08 
      Servicing Fee

                                                                                        	
                                                                                          21

                                                                                        
	
                                                                                          SECTION 4.09 
      Servicer’s Certificate

                                                                                        	
                                                                                          21

                                                                                        
	
                                                                                          SECTION 4.10  Annual
      Statement as to Compliance; Notice of Default

                                                                                        	
                                                                                          21

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

                                                                                        	
                                                                                          22

                                                                                        
	
                                                                                          SECTION
      4.12  Access to Certain Documentation and Information Regarding
      Receivables

                                                                                        	
                                                                                          23

                                                                                        


                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
      


      
        
          
            
              	
                      SECTION
      4.13  Servicer Expenses

                    	
                      23

                    
	
                      SECTION
      4.14  Appointment of Sub-Servicer

                    	
                      23

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

                    	
                      23

                    
	
                      SECTION 4.16  Exchange
      Act Reports

                    	
                      23

                    
	 
      	 
      
	
                      ARTICLE
      V

                    
	 
      
	
                      Distributions;
      Reserve Account;

                    
	
                      Statements
      to the Certificateholder and Noteholders

                    
	 
      	 
      
	
                      SECTION 5.01 
      Establishment of Trust Accounts

                    	
                      25

                    
	
                      SECTION 5.02 
      Collections

                    	
                      27

                    
	
                      SECTION 5.03 
      Additional Deposits

                    	
                      28

                    
	
                      SECTION 5.04 
      Distributions

                    	
                      28

                    
	
                      SECTION 5.05  Reserve
      Account

                    	
                      29

                    
	
                      SECTION 5.06 
      Statements to the Certificateholder and Noteholders

                    	
                      30

                    
	
                      SECTION 5.07  Net
      Deposits

                    	
                      31

                    
	 
      	 
      
	
                      ARTICLE
      VI

                    
	 
      
	
                      The
      Seller

                    
	 
      	 
      
	
                      SECTION 6.01 
      Representations of Seller

                    	
                      31

                    
	
                      SECTION 6.02 
      Corporate Existence

                    	
                      33

                    
	
                      SECTION 6.03 
      Liability of Seller; Indemnities

                    	
                      33

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

                    	
                      34

                    
	
                      SECTION 6.05 
      Limitation on Liability of Seller and Others

                    	
                      35

                    
	
                      SECTION 6.06  Seller
      May Own Notes; Retention of the Certificate

                    	
                      35

                    
	
                      SECTION 6.07  Right of
      Seller to Repurchase Receivables

                    	
                      35

                    
	 
      	 
      
	
                      ARTICLE
      VII

                    
	 
      
	
                      The
      Servicer

                    
	 
      	 
      
	
                      SECTION 7.01
       Representations of Servicer

                    	
                      35

                    
	
                      SECTION 7.02
       Indemnities of Servicer

                    	
                      36

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

                    	
                      38

                    
	
                      SECTION 7.04 
      Limitation on Liability of Servicer and Others

                    	
                      39

                    
	
                      SECTION 7.05  JDCC Not
      to Resign as Servicer

                    	
                      39

                    
	
                      SECTION 7.06  Servicer
      to Act as Administrator

                    	
                      40

                    
	 
      	 
      
	
                      ARTICLE
      VIII

                    
	 
      
	
                      Default

                    
	 
      	 
      
	
                      SECTION 8.01  Servicer
      Default

                    	
                      40

                    
	
                      SECTION 8.02 
      Appointment of Successor

                    	
                      41

                    
	
                      SECTION 8.03 
      Notification to Noteholders and the Certificateholder

                    	
                      42

                    


            

          

        

      

      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

    
      


      
        
          
            	
                    SECTION 8.04  Waiver
      of Past Defaults

                  	
                    42

                  
	 
      	 
      
	
                    ARTICLE
      IX

                  
	 
      
	
                    Termination

                  
	 
      	 
      
	
                    SECTION 9.01  Optional
      Purchase of All Receivables and Termination

                  	
                    42

                  
	 
      	 
      
	
                    ARTICLE
      X

                  
	 
      
	
                    Miscellaneous
      Provisions

                  
	 
      	 
      
	
                    SECTION 10.01 
      Amendment

                  	
                    43

                  
	
                    SECTION 10.02 
      Protection of Title to Trust

                  	
                    44

                  
	
                    SECTION 10.03 
      Notices

                  	
                    46

                  
	
                    SECTION 10.04 
      Assignment

                  	
                    47

                  
	
                    SECTION 10.05 
      Limitations on Rights of Others

                  	
                    47

                  
	
                    SECTION 10.06 
      Severability

                  	
                    47

                  
	
                    SECTION 10.07 
      Separate Counterparts

                  	
                    47

                  
	
                    SECTION 10.08 
      Headings

                  	
                    47

                  
	
                    SECTION 10.09 
      Governing Law

                  	
                    47

                  
	
                    SECTION 10.10 
      Assignment to Indenture Trustee

                  	
                    47

                  
	
                    SECTION 10.11 
      Nonpetition Covenants

                  	
                    48

                  
	
                    SECTION 10.12 
      Limitation of Liability of Owner Trustee and Indenture
    Trustee

                  	
                    48

                  
	
                    SECTION 10.13 
      Additional Securities

                  	
                    49

                  


          

        

      

      


       

      SCHEDULES

    

    
    

     

    
      
        	SCHEDULE
      A    	
                – 

              	Schedule of
      Receivables
	SCHEDULE B	
                – 

              	Location of
      Receivable Files
	SCHEDULE C	
                – 

              	List of Fiscal
      Months
	
                SCHEDULE
      D 

              	
                – 

              	Servicer’s
      Certificate
	SCHEDULE E	
                – 

              	Statement to
      Certificateholder
	SCHEDULE F	
                – 

              	Statement to
      Noteholders
	SCHEDULE G	
                – 

              	Payment and Deposit
      Instructions to Indenture Trustee
	  	 	 
	APPENDIX A	
                – 

              	Servicing
      Criteria


      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    This SALE
AND SERVICING AGREEMENT dated as of June 1, 2009, among JOHN DEERE OWNER TRUST
2009, a Delaware statutory trust (the “Issuing Entity”), JOHN DEERE RECEIVABLES,
INC., a Nevada corporation (the “Seller”), and JOHN DEERE CAPITAL CORPORATION, a
Delaware corporation (“JDCC” or the “Servicer”).

     

    WHEREAS
the Issuing Entity desires to purchase a portfolio of receivables arising in
connection with agricultural and construction equipment retail installment sale
and loan contracts generated by JDCC in the ordinary course of
business;

     

    WHEREAS
the Seller has purchased such receivables from JDCC and desires to sell such
receivables to the Issuing Entity; and

     

    WHEREAS
JDCC desires to service such receivables.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto agree as follows:

     

     

    ARTICLE
I

     

    
      Definitions

    

     

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

     

    “Administration
Agreement” means the Administration Agreement dated as of June 1, 2009 among the
Trust, JDCC, as Administrator, and U.S. Bank National Association, as indenture
trustee, as the same may be amended and supplemented from time to
time.

     

    “Administration
Fee” means the fee payable to the Administrator pursuant to Section 3 of the
Administration Agreement.

     

    “Administrator”
means the administrator under the Administration Agreement.

     

    “Agreement”
means this Sale and Servicing Agreement, as the same may be amended and
supplemented from time to time.

     

    “Amount
Financed” with respect to a Receivable means the amount advanced under the
Receivable toward the purchase price of the related Financed Equipment and any
related costs.

     

    “Annual
Percentage Rate” or “APR” of a Receivable means the fixed annual rate of finance
charges specified in the related Contract.

     

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

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Certificate
Distribution Account” has the meaning assigned to such term in the Trust
Agreement.

     

    “Certificateholder”
has the meaning assigned to such term in the Trust Agreement.

     

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

     

    “Class
A-1 Note Final Payment Date” means July 2, 2010.

     

    “Class
A-1 Note Interest Rate” means a rate per annum equal to 1.13155%.

     

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

     

    “Class
A-2 Note Final Payment Date” means September 15, 2011.

     

    “Class
A-2 Note Interest Rate” means a rate per annum equal to 1.96%.

     

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

     

    “Class
A-3 Note Final Payment Date” means October 15, 2013.

     

    “Class
A-3 Note Interest Rate” means a rate per annum equal to 2.59%.

     

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

     

    “Class
A-4 Note Final Payment Date” means May 16, 2016.

     

    “Class
A-4 Note Interest Rate” means a rate per annum equal to 3.96%.

     

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

     

    “Code”
means the Internal Revenue Code of 1986, as amended from time to
time.

     

    “Collection
Account” means the account designated as such, established and maintained
pursuant to Section 5.01.

     

    “Collection
Period” means, with respect to the first Payment Date, the period from the
Cut-off Date through the Fiscal Month ending on June 28, 2009 and, with respect
to each subsequent Payment Date, the Fiscal Month ending immediately preceding
such Payment Date.  Any amount stated “as of the close of business on
the last day of a Collection Period” shall give effect to the following
calculations as determined as of the end of the day on such last
day:  (1) all applications of collections and (2) all distributions to
be made on the following Payment Date.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Commission”
means the United States Securities and Exchange Commission.

     

    “Contract”
means an agricultural or construction equipment retail installment sale or loan
contract.

     

    “Corporate
Trust Office” means the office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which office
at date of the execution of this Agreement is located at 209 S. LaSalle Street,
Suite 300, Chicago, IL 60604, Attention: JDOT 2009; or at such other address as
the Indenture Trustee may designate from time to time by notice to the
Noteholders and the Seller, or the corporate trust office of any successor
Indenture Trustee (the address of which the successor Indenture Trustee will
notify the Noteholders and the Seller).

     

    “Current
Principal Distribution Amount” means, with respect to any Payment Date, an
amount equal to the Note Value at the beginning of the related Collection Period
less the Note Value at the end of that Collection Period.

     

    “Cut-off
Date” means May 3, 2009.

     

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

     

    “Deere”
means Deere & Company, a Delaware corporation, and its
successors.

     

    “Delinquent”
means a Scheduled Payment determined by the Servicer to be past due in
accordance with its normal practices, subject to Article IV relating to the
administration and servicing of the Receivables.

     

    “Delivery”
when used with respect to Trust Account Property the perfection and priority in
which is governed by Article 8 of the UCC or the Federal Book-Entry Regulations
means:

     

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

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

     

    “Depositor”
means the Seller in its capacity as Depositor under the Trust
Agreement.

     

    “Determination
Date” means, with respect to any Payment Date, the second Business Day prior to
such Payment Date; provided that if any Class A-1 Notes are outstanding after
the Payment Date in June 2010, the Determination Date in July 2010 shall be the
second Business Day prior to the Special Payment Date.

     

    “Eligible
Deposit Account” means either (a) a segregated trust account with an Eligible
Institution or (b) a segregated trust account with the corporate trust
department of a depository institution organized under the laws of the United
States of America or any State (or any domestic branch of a foreign bank),
having corporate trust powers and acting as trustee for funds deposited in such
account, so long as any of the unsecured debt obligations of such depository
institution shall have a credit rating from each of Moody’s and Standard &
Poor’s in one of its generic rating categories which signifies investment
grade.

     

    “Eligible
Institution” means (a) the corporate trust department of the Indenture Trustee
or the Owner Trustee, or (b) a depository institution organized under the laws
of the United States of America or any State (or any domestic branch of a
foreign bank), (1)(i) which has either (A) a long-term unsecured debt rating of
AAA or better by Standard & Poor’s and Aaa or better by Moody’s or (B) a
short-term unsecured debt rating or a certificate of deposit rating of A-1+ by
Standard & Poor’s and P-1 or better by Moody’s, or any other long-term,
short-term or certificate of deposit rating acceptable to the Rating Agencies
and (ii) whose deposits are insured by the FDIC or (2)(i) the parent of which
has a long-term or short-term unsecured debt rating acceptable to the Rating
Agencies and (ii) whose deposits are insured by the FDIC.  If so
qualified, the Indenture Trustee, the Owner Trustee, U.S. Bank National
Association or BNY Mellon Trust of Delaware may be considered an Eligible
Institution for the purposes of clause (b) of this definition.

     

    “Eligible
Investments” mean book-entry securities, negotiable instruments or securities
represented by instruments in bearer or registered form which
evidence:

     

    (a)           direct
obligations of, and obligations fully guaranteed as to timely payment by, the
United States of America;

     

    (b)           demand
deposits, time deposits or certificates of deposit of any depository institution
or trust company incorporated under the laws of the United States of America or
any State (or any domestic branch of a foreign bank) and subject to supervision
and examination by Federal or State banking or depository institution
authorities; provided, however, that at the time of the investment or
contractual commitment to invest therein, the commercial paper or other
short-term unsecured debt obligations (other than such obligations the rating of
which is based on the credit of a Person other than such 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    depository
institution or trust company) thereof shall have a credit rating from each of
Standard & Poor’s and Moody’s, in the highest investment category granted
thereby:

     

    (c)           commercial
paper having, at the time of the investment or contractual commitment to invest
therein, a rating from each of Standard & Poor’s and Moody’s in the highest
investment category granted thereby;

     

    (d)           investments
in money market mutual funds having a rating at the time of such investment of
no less than AAA by Standard & Poor’s and Aaa by Moody’s (including funds
for which the Indenture Trustee or the Owner Trustee or any of their respective
Affiliates is investment manager or advisor);

     

    (e)           bankers’
acceptances issued by any depository institution or trust company referred to in
clause (b) above;

     

    (f)           repurchase
obligations with respect to any security that is a direct obligation of, or
fully guaranteed by, the United States of America or any agency or
instrumentality thereof the obligations of which are backed by the full faith
and credit of the United States of America, in either case entered into with a
depository institution or trust company (acting as principal) described in
clause (b); and

     

    (g)           any
other investment permitted by each of the Rating Agencies in writing; provided,
however, that if an investment would be an Eligible Investment solely by virtue
of clause (b), (c), (d), (e) or (f) and has a remaining maturity of more than 30
days at the time of its acquisition by the Indenture Trustee, then such
investment shall be an Eligible Investment only if the long-term unsecured debt
rating of the obligor on such investment is at least A-1 from Moody’s and at
least A+ by S&P.

     

    “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

     

    “Exchange
Act Reports” means information, documents or reports required to be filed with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act.

     

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

     

    “FDIC”
means the Federal Deposit Insurance Corporation.

     

    “Financed
Equipment” means an item of agricultural, construction or forestry equipment,
together with all accessions thereto, which was purchased by an Obligor pursuant
to the terms of the related Contract and securing such Obligor’s indebtedness
under the respective Receivable.

     

    “Fiscal
Month” means a fiscal month specified in Schedule C, as may be amended from time
to time by the delivery by the Servicer to the Seller, the Owner Trustee and the
Indenture Trustee of a new Schedule C hereto listing the fiscal months; provided
that the fiscal months on any such new Schedule C shall have the ranges of
number of days generally similar to 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    the
ranges of the number of days in the fiscal months set forth in the original
Schedule C hereto and shall not result in a Collection Period that does not
allow the Servicer a sufficient amount of time to perform the calculations
required of it hereunder in respect of such Collection Period prior to the
related Determination Date.

     

    “Form
10-D Disclosure Item” shall mean with respect to any Person, any litigation or
governmental proceedings pending against such Person, or any of the Trust, the
Depositor, the Indenture Trustee, the Owner Trustee or the Servicer if such
Person has actual knowledge thereof, in each case that would be material to the
Noteholders.

     

    “Form
10-K Disclosure Item” shall mean with respect to any Person, (a) any Form 10-D
Disclosure Item and (b) any affiliations or relationships between such Person
and any Item 1119 Party to the extent such Person has actual knowledge
thereof.

     

    “Indenture”
means the Indenture dated as of June 1, 2009, between the Issuing Entity and the
Indenture Trustee, as the same may be amended and supplemented from time to
time.

     

    “Indenture
Trustee” means U.S. Bank National Association solely in its capacity as
indenture trustee under the Indenture and not in its individual capacity, its
successors in interest and any successor indenture trustee under the
Indenture.

     

    “Initial
Pool Balance” means the Pool Balance as of the Cut-off Date, which is
$741,638,702.

     

    “Insolvency
Event” means, with respect to a specified Person, (a) the filing of a decree or
order for relief by a court having jurisdiction in the premises in respect of
such Person or any substantial part of its property in an involuntary case under
any applicable Federal or State bankruptcy, insolvency or other similar law now
or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for any
substantial part of its property, or ordering the winding-up or liquidation of
such Person’s affairs, and such decree or order shall remain unstayed and in
effect for a period of 90 consecutive days; or (b) the commencement by such
Person of a voluntary case under any applicable Federal or State bankruptcy,
insolvency or other similar law now or hereafter in effect, or the consent by
such Person to the entry of an order for relief in an involuntary case under any
such law, or the consent by such Person to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official for such Person or for any substantial part of its property,
or the making by such Person of any general assignment for the benefit of
creditors, or the failure by such Person generally to pay its debts as such
debts become due, or the taking of action by such Person in furtherance of any
of the foregoing.

     

    “Investment
Earnings” means, with respect to any Payment Date, the investment earnings (net
of losses and investment expenses) on amounts on deposit in the Trust Accounts
to be deposited into the Collection Account on such Payment Date pursuant to
Section 5.01(b).

     

    “Item
1119 Party” shall mean the parties specified in Item 1119 of Regulation AB,
which are the Issuing Entity, the Seller, JDCC, as the sponsor (as defined in
Item 1101 (l)  

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    of
Regulation AB), the Servicer, the Sub-Servicer, the Indenture Trustee, each
Subcontractor and the Owner Trustee.

     

    “JDCC”
means John Deere Capital Corporation, a Delaware corporation, and its
successors.

     

    “Lien”
means a security interest, lien, charge, pledge, equity or encumbrance of any
kind, other than tax liens, mechanics’ liens and any liens which attach to the
respective Receivable by operation of law as a result of any act or omission by
the related Obligor.

     

    “Liquidated
Receivable” means any Receivable liquidated by the Servicer through the sale or
other disposition of the Financed Equipment or which the Servicer has determined
to charge-off without realizing upon the Financed Equipment.

     

    “Liquidation
Proceeds” means, with respect to any Liquidated Receivable, the moneys collected
in respect thereof, from whatever source (including the proceeds of insurance
policies with respect to the related Financed Equipment or Obligor but excluding
any amounts from Dealer reserves) on a Liquidated Receivable during the Fiscal
Month in which such Receivable became a Liquidated Receivable, net of the sum of
any amounts expended by the Servicer in connection with such liquidation and any
amounts required by law to be remitted to the Obligor on such Liquidated
Receivable.

     

    “Moody’s”
means Moody’s Investors Service, Inc., or its successor.

     

    “Note
Distribution Account” means the account designated as such, established and
maintained pursuant to Section 5.01.

     

    “Note
Interest Rate” means the per annum interest rate borne by a Note.

     

    “Note
Monthly Principal Distributable Amount” means, for any Payment Date, the
Principal Distributable Amount; provided, that the Note Monthly Principal
Distributable Amount shall not exceed the aggregate outstanding principal
balance of the Notes; provided, further, that on (i) the Class A-1 Note Final
Payment Date, the Note Monthly Principal Distributable Amount will at least
equal the outstanding principal balance of the Class A-1 Notes, (ii) the Class
A-2 Note Final Payment Date, the Note Monthly Principal Distributable Amount
will at least equal the outstanding principal balance of the Class A-2 Notes,
(iii) the Class A-3 Note Final Payment Date, the Note Monthly Principal
Distributable Amount will at least equal the outstanding principal balance of
the Class A-3 Notes and (iv) the Class A-4 Note Final Payment Date, the Note
Monthly Principal Distributable Amount will at least equal the outstanding
principal balance of the Class A-4 Notes.

     

    “Note
Value” means, with respect to any day, the present value of the unpaid Scheduled
Payments on the Receivables, discounted at an annual rate equal to
7.500%.  For purposes of calculating Note Value, in the case of a
defaulted Receivable: (a) prior to the time at which such defaulted Receivable
becomes a Repossessed Receivable or a 180-day Receivable, the Scheduled Payments
on such Receivable will be computed based on the amounts that would have been
the Scheduled Payments had such default not occurred; (b) at the earlier of the
time at which such defaulted Receivable becomes a Repossessed Receivable or a
180-day Receivable, 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    the
amount added to the Note Value with respect to such Receivable will be the
estimated realizable value of such Receivable, as determined by the Servicer in
accordance with its normal servicing procedures and (c) after the time such
defaulted Receivable becomes a Liquidated Receivable, and after the payment of a
Purchase Amount in respect of a Purchased Receivable, there shall be deemed to
be no Scheduled Payments due on such Receivable.

     

    “Noteholders’
Distributable Amount” means, with respect to any Payment Date, the sum of (a)
the accrued and unpaid interest on the Notes for such Payment Date and (b) the
Note Monthly Principal Distributable Amount.

     

    “Notes”
means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the
Class A-4 Notes.

     

    “Obligor”
on a Receivable means the purchaser or co-purchasers of the Financed Equipment
and any other Person who owes payments under the Receivable.

     

    “Officers’
Certificate” means a certificate signed by (a) the chairman of the board, the
president, any vice president, the treasurer or any assistant treasurer and (b)
the secretary or any assistant secretary of the Seller or the Servicer, as
appropriate.

     

    “180-day
Receivable”, with respect to any Collection Period, means any Receivable as to
which a Scheduled Payment is 180 days or more Delinquent by the last day of such
Collection Period and which has not become a Liquidated Receivable or a
Repossessed Receivable; provided that a Receivable shall cease to be a 180-day
Receivable if the Servicer subsequently receives payment in full of each
Scheduled Payment that was previously 180 days or more Delinquent on such
Receivable.

     

    “Opinion
of Counsel” means one or more written opinions of counsel who may be an employee
of or counsel to the Seller or the Servicer, which counsel shall be acceptable
to the Indenture Trustee, the Owner Trustee or the Rating Agencies, as
applicable.

     

    “Owner
Trust Estate” has the meaning assigned to such term in the Trust
Agreement.

     

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

     

    “Payment
Date” means the 15th day of
each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing July 15, 2009; provided, however, that if any Class A-1
Notes are outstanding after the Payment Date in June 2010, Payment Date shall
also mean, solely in the context of determining the date for final payment of
the Class A-1 Notes and the interest accrual period for the Class A-1 Notes from
the Payment Date in June 2010 to but excluding such final payment, the Special
Payment Date.

     

    “Pool
Balance” as of the close of business on the last day of a Collection Period,
means the aggregate Principal Balance of the Receivables (excluding Purchased
Receivables and 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Liquidated
Receivables) less the aggregate Write-Down Amount as of the last day of such
Collection Period.

     

    “Pool
Face Amount” as of the close of business on the last day of a Collection Period,
means the aggregate Face Amount of the Receivables (excluding Purchased
Receivables and Liquidated Receivables) less the aggregate Write-Down Amount as
of the last day of such Collection Period.

     

    “Principal
Balance” of a Receivable, as of the close of business on the last day of a
Collection Period, means the Amount Financed minus the sum of (i) that portion
of all Scheduled Payments paid on or prior to such day allocable to principal
using the actuarial method, (ii) any payment of the Purchase Amount with respect
to the Receivable purchased by the Servicer or repurchased by the Seller and
allocable to principal, and (iii) any prepayment in full or any partial
prepayments applied to reduce the Principal Balance of the
Receivable.

     

    “Principal
Carryover Shortfall” means, with respect to any Payment Date, the excess of (i)
the Principal Distributable Amount for the immediately preceding Payment Date
over (ii) the amount that was actually deposited into the Note Distribution
Account and the Certificate Distribution Account, if applicable, on account of
principal on such immediately preceding Payment Date.

     

    “Principal
Distributable Amount” means, with respect to any Payment Date, the sum of (i)
the Current Principal Distribution Amount for such Payment Date and (ii) the
Principal Carryover Shortfall for such Payment Date.

     

    “Purchase
Agreement” means the Purchase Agreement dated as of June 1, 2009, between the
Seller and JDCC, as the same may be amended and supplemented from time to
time.

     

    “Purchase
Amount” means with respect to a Receivable, the amount, as of the close of
business on the last day of a Collection Period, required to prepay in full the
Receivable under the terms thereof including interest to the last day of such
Collection Period.

     

    “Purchased
Receivable” means a Receivable purchased as of the close of business on the last
day of a Collection Period by the Servicer pursuant to Section 4.07 or
repurchased as of such time by the Seller pursuant to Section 3.02 or
6.07.

     

    “Rating
Agencies” means Moody’s and Standard & Poor’s.  If no such
organization or successor is in existence, “Rating Agency” shall be a nationally
recognized statistical rating organization or other comparable Person designated
by the Seller, notice of which designation shall be given to the Indenture
Trustee, the Owner Trustee and the Servicer.

     

    “Rating
Agency Condition” means, with respect to any action, that each Rating Agency
shall have been given 10 days (or such shorter period that is acceptable to each
Rating Agency) prior notice thereof and that each of the Rating Agencies shall
have notified the Seller, the Servicer, the Owner Trustee and the Indenture
Trustee in writing that such action will not result in a reduction or withdrawal
of the then current rating of the Notes.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Receivable”
means any retail installment sale or loan contract listed on Schedule A
hereto.

     

    “Receivable
Files” means the documents specified in Section 3.03.

     

    “Recoveries”
means, with respect to any Liquidated Receivable, monies collected in respect
thereof, from whatever source (other than any amounts from Dealer reserves)
after the Fiscal Month in which such Receivable became a Liquidated Receivable,
net of the sum of any amounts expended by the Servicer for the account of the
Obligor and any amounts required by law to be remitted to the
Obligor.

     

    “Regulation
AB” means Subpart 229.1100
– Asset Backed Securities (Regulation
AB), 17 C.F.R. §§229.1100-229.1123, as such
may be amended from time to
time, and subject to such clarification and interpretation as have been provided
by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.

     

    “Regulation S-X” means Regulation S-X, 17 C.F.R.
§§210.1-01—210.12-29, as such may be amended from
time to time, and subject to such clarification and interpretation as may be provided
by the Commission or its staff from time to time.

     

    “Reportable
Event” shall mean any event required to be reported on Form 8-K, and in any
event, the following:

     

    (a) entry
into a definitive agreement related to the Trust, the Notes or the Receivables,
or an amendment to a transaction document, even if the Depositor is not a party
to such agreement (e.g., a servicing agreement with a servicer contemplated by
Item 1108(a)(3) of Regulation AB);

     

    (b)
termination of a transaction document (other than by expiration of the agreement
on its stated termination date or as a result of all parties completing their
obligations under such agreement), even if the Depositor is not a party to such
agreement (e.g., a servicing agreement with a servicer contemplated by Item
1108(a)(3) of Regulation AB);

     

    (c) with
respect to the Servicer only, the occurrence of a Servicer Default;

     

    (d) the
resignation, removal, replacement or substitution of the Indenture Trustee or
the Owner Trustee;

     

    (e) with
respect to the Indenture Trustee only, a required distribution to holders of the
Notes is not made as of the required Payment Date under the Indenture;
and

     

    (f) with
respect to the Servicer only, if the Servicer becomes aware of any bankruptcy or
receivership of the Seller, the Depositor, the Indenture Trustee, the Owner
Trustee, any enhancement or support provider contemplated by Item 1114(b) or
1115 of Regulation AB, or other material party contemplated by Item 1101(d)(1)
of Regulation AB.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Reporting
Subcontractor” shall mean any Subcontractor determined by the Servicer to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB.

     

    “Repossessed
Receivable”, with respect to any Collection Period, means any defaulted
Receivable as to which the Financed Equipment securing such defaulted Receivable
has been repossessed by the last day of such Collection Period.

     

    “Reserve
Account” means the account designated as such, established and maintained
pursuant to Section 5.01.

     

    “Reserve
Account Initial Deposit” means, with respect to the Closing Date,
$8,780,040.

     

    “Scheduled
Payment” on a Receivable, means the scheduled periodic payment of principal and,
if applicable, interest required to be made by the Obligor.

     

    “Seller”
means John Deere Receivables, Inc., a Nevada corporation, and its successors in
interest to the extent permitted hereunder.

     

    “Servicer”
means JDCC, as the servicer of the Receivables, and each successor to JDCC (in
the same capacity) pursuant to Section 7.03 or 8.02.

     

    “Servicer
Default” means an event specified in Section 8.01.

     

    “Servicer’s
Certificate” means an Officers’ Certificate of the Servicer delivered pursuant
to Section 4.09, substantially in the form of Schedule D.

     

    “Servicing
Criteria” shall mean the “servicing criteria” set forth in Item 1122(d) of
Regulation AB.

     

    “Servicing
Fee” means the fee payable to the Servicer for services rendered during the
respective Collection Period, determined pursuant to Section 4.08.

     

    “Servicing
Fee Rate” means 1.00% per annum.

     

    “Special
Payment Date” means July 2, 2010 with respect to the Class A-1 Notes only if any
of the Class A-1 Notes are outstanding after the Payment Date in June
2010.

     

    “Specified
Reserve Account Balance” means, except as otherwise provided in the following
paragraph, with respect to any Payment Date, the lesser of (a) $16,857,677,
which is 2.40% of the initial Note Value and (b) the outstanding principal
amount of the Notes immediately preceding such Payment Date less the Note
Monthly Principal Distributable Amount to be deposited in the Note Distribution
Account on such Payment Date.

     

    Upon
payment of all interest and principal due on the Notes, the Specified Reserve
Account Balance shall be zero.  The Specified Reserve Account Balance
may be reduced or the definition otherwise modified without the consent of the
Noteholders and the 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Certificateholder
provided that the Rating Agencies confirm in writing that such reduction or
modification will not result in the reduction or withdrawal of the then current
rating of any class of the Notes and provided, further, the Owner Trustee
obtains an Opinion of Counsel confirming that the reduction or modification will
not change the tax classification of the Notes as indebtedness.

     

    “Standard
& Poor’s” means Standard & Poor’s, a division of The McGraw-Hill
Companies, Inc., or any successor to the business of such division.

     

    “Subcontractor”
shall mean any vendor, subcontractor or other Person that is not responsible for
the overall servicing of Receivables but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to the Receivables
under the direction or authority of the Indenture Trustee.

     

    “Sub-Servicer”
means Deere Credit Services, Inc., a Delaware corporation, and each successor to
Deere Credit Services, Inc. (in the same capacity) pursuant to Section
4.14.

     

    “Total
Distribution Amount” means, for each Payment Date, the sum of the aggregate
collections in respect of Receivables (including Liquidation Proceeds and
Purchase Amounts) received during the related Collection Period, plus Investment
Earnings, provided, that, in the event of a Special Payment Date, a portion of
the Total Distribution Amount for the July 2010 Payment Date shall be deposited
to the Trust Accounts on or before the Special Payment Date as provided in
Section 5.04(d) and the remaining Total Distribution Amount shall be distributed
on the July 2010 Payment Date as provided in Section 5.04(b).

     

    “Transfer
Date” means, with respect to any Payment Date, the Business Day preceding such
Payment Date.

     

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

     

    “Trust”
means the Issuing Entity.

     

    “Trust
Account Property” means the Trust Accounts, all amounts and investments held
from time to time in any Trust Account (whether in the form of deposit accounts,
book-entry securities, uncertificated securities or otherwise), including the
Reserve Account Initial Deposit, and all proceeds of the foregoing.

     

    “Trust
Accounts” has the meaning assigned thereto in Section 5.01.

     

    “Trust
Agreement” means the Trust Agreement dated as of June 1, 2009, between the
Seller and the Owner Trustee, as the same may be amended and supplemented from
time to time.

     

    “Trust
Estate” means the Trust Estate (as defined in the Indenture).

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Trust
Officer” means, in the case of the Indenture Trustee, any officer within the
Corporate Trust Office of the Indenture Trustee who shall have direct
responsibility for the administration of the Indenture, including any Vice
President, Assistant Vice President, Secretary, Assistant Secretary or any other
officer of the Indenture Trustee customarily performing functions similar to
those performed by any of the above designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject and, with respect to the Owner Trustee, any officer in the Corporate
Trust Services Department of the Owner Trustee with direct responsibility for
the administration of the Trust Agreement and the Basic Documents on behalf of
the Owner Trustee.

     

    “UCC”
means the Uniform Commercial Code.

     

    “Write-Down
Amount” means, for any Collection Period for any 180-day Receivable or
Repossessed Receivable, the excess of (a) the Principal Balance plus accrued and
unpaid interest of such Receivable as of the last day of the Collection Period
during which such Receivable became a 180-day Receivable or Repossessed
Receivable, as the case may be, over (b) the estimated realizable value of such
Receivable, as determined by the Servicer in accordance with its normal
servicing procedures for the related Collection Period, which amount may be
adjusted to zero by the Servicer in accordance with its normal servicing
procedures if such Receivable has ceased to be a 180-day Receivable as provided
in the definition of “180-day Receivable”.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
1.03  Calculations.  For all
purposes of this Agreement, interest in respect of the Class A-1 Notes shall be
computed on the basis of a 360-day year and the actual number of days in the
related period of accrual.  Interest in respect of the Class A-1 Notes
shall accrue from and including the Closing Date or from and including the most
recent Payment Date to which interest has been paid to but excluding the current
Payment Date.  For the avoidance of doubt, if any Class A-1 Notes are
outstanding after the Payment Date in June 2010, interest on the Class A-1 Notes
will accrue from and including the Payment Date in June 2010 to but excluding
the Special Payment Date.  Interest in respect of the Class A-2 Notes,
the Class A-3 Notes and the Class A-4 Notes shall be computed on the basis of a
360-day year consisting of twelve 30-day months.  Interest on the
Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes in respect of a
Payment Date will accrue from and including the 15th day of
the month preceding such Payment Date (or the Closing Date in the case of the
first Payment Date) to and including the 14th day of
the month of such Payment Date.

     

     

    ARTICLE
II

     

    
      Conveyance
of Receivables

    

     

    SECTION
2.01  Conveyance of
Receivables.  In consideration of the Issuing Entity’s delivery
to or upon the order of the Seller of $672,432,949 the issuance to the Seller of
the Certificate and the waiver, termination and release set forth in 2.02 below,
the Seller does hereby sell, transfer, assign, set over and otherwise convey to
the Issuing Entity, without recourse (subject to the obligations
herein):

     

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

     

    (b)           the
interest of the Seller in the security interests in the Financed Equipment
granted by Obligors pursuant to the Receivables and any other interest of the
Seller in the Financed Equipment;

     

    (c)           the
interest of the Seller in any proceeds with respect to the Receivables from
claims on any physical damage, credit life or disability insurance policies
covering Financed Equipment or Obligors;

     

    (d)           all
right, title and interest of the Seller in and to the Purchase Agreement,
including the right of the Seller to cause JDCC to repurchase Receivables from
the Seller under certain circumstances; and

     

    (e)           the
proceeds of any and all of the foregoing.

     

    SECTION
2.02  Waiver.  The Issuing Entity
hereby waives, releases and terminates (i) any rights it may have in any
equipment (other than the Financed Equipment) as security for any obligations
owing to it under the Receivables, (ii) any rights it may have in any


     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

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

     

     

    ARTICLE
III

     

    
      The
Receivables

    

     

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

     

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

     

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

     

    SECTION
3.02  Repurchase by Seller
upon Breach.  The Seller, the Servicer, the Sub-Servicer or the
Owner Trustee, as the case may be, shall inform the other parties to this
Agreement and the Indenture Trustee and JDCC promptly, in writing, upon the
discovery of any breach of the Seller’s representations and warranties made
pursuant to Section 3.01 or JDCC’s representations and warranties made pursuant
to Section 3.02(b) of the Purchase Agreement.  Unless any such breach
shall have been cured by the last day of the second month following the month of
the discovery thereof by the Owner Trustee or receipt by the Owner Trustee of
written notice from the Seller, the Servicer or the Sub-Servicer of such breach,
the Seller shall be obligated, and, if necessary, the Seller or the Owner
Trustee shall enforce the obligation of JDCC under the Purchase Agreement, to
repurchase any Receivable materially and adversely affected by any such breach
as of such last day (or, at the Seller’s option, the last day of the first month
following the month of the discovery).  In consideration of the
repurchase of the Receivable, the 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Seller
shall remit the Purchase Amount, in the manner specified in Section 5.03;
provided, however, that the obligation of the Seller to repurchase any
Receivable arising solely as a result of a breach of JDCC’s representations and
warranties pursuant to Section 3.02 (b) of the Purchase Agreement is subject to
the receipt by the Seller of the Purchase Amount from JDCC.  Subject
to the provisions of Section 6.03, the sole remedy of the Issuing Entity, the
Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholder
with respect to a breach of representations and warranties pursuant to Section
3.01 and the agreement contained in this Section shall be to require the Seller
to repurchase Receivables pursuant to this Section, subject to the conditions
contained herein, or to enforce JDCC’s obligation to the Seller to repurchase
such Receivables pursuant to the Purchase Agreement.  The Owner
Trustee shall have no duty to conduct any affirmative investigation as to the
occurrence of any condition requiring the repurchase of any Receivable pursuant
to this Section.

     

    SECTION
3.03  Custody of Receivable
Files.  To assure uniform quality in servicing the Receivables
and to reduce administrative costs, the Issuing Entity hereby appoints the
Servicer, and the Servicer hereby accepts such appointment, to act as the agent
and as custodian of the Issuing Entity and the Indenture Trustee of the
following documents or instruments which are hereby constructively delivered to
the Indenture Trustee, as pledgee of the Issuing Entity with respect to each
Receivable:

     

    (a)           the
original executed copy of the Receivable;

     

    (b)           the
original or a copy of the credit application fully executed by the
Obligor;

     

    (c)           the
original certificate of title (or a secured party copy thereof), the file
stamped copy of the UCC financing statement or such other documents that the
Seller or JDCC shall keep on file, in accordance with its customary procedures,
evidencing the security interest of Deere & Company or an affiliate of Deere
& Company in the Financed Equipment; and

     

    (d)           any
and all other documents that JDCC or the Seller shall keep on file, in
accordance with its customary procedures, relating to a Receivable, an Obligor
or Financed Equipment.

     

    SECTION
3.04  Duties of Servicer as
Custodian.

     

    (a)           Safekeeping.  The
Servicer shall hold the Receivable Files on behalf of the Issuing Entity and
maintain such accurate and complete accounts, records and computer systems
pertaining to each Receivable File as shall enable the Issuing Entity to comply
with this Agreement.  In performing its duties as custodian the
Servicer shall act with reasonable care, using that degree of skill and
attention that the Servicer exercises with respect to the receivable files
relating to all comparable receivables that the Servicer services for itself or
others.  The Servicer shall conduct, or cause to be conducted,
periodic audits of the Receivable Files held by it under this Agreement and of
the related accounts, records and computer systems, in such a manner as shall
enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the
Servicer’s record keeping.  The Servicer shall promptly report to the
Issuing Entity and the Indenture Trustee any failure on its part to hold the
Receivable Files and maintain its accounts, 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    records
and computer systems as herein provided and promptly take appropriate action to
remedy any such failure.  Nothing herein shall be deemed to require an
initial review or any periodic review by the Issuing Entity, the Owner Trustee
or the Indenture Trustee of the Receivable Files.

     

    (b)           Maintenance of and Access to
Records.  The Servicer shall maintain each Receivable File at
its office specified in Schedule B to this Agreement or at such other office as
shall be specified to the Issuing Entity and the Indenture Trustee by written
notice not later than 90 days after any change in location.  The
Servicer shall make available to the Issuing Entity and the Indenture Trustee or
their respective duly authorized representatives, attorneys or auditors a list
of locations of the Receivable Files and the related accounts, records and
computer systems maintained by the Servicer at such times as the Issuing Entity
or the Indenture Trustee shall instruct.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    custodian,
with cause, at any time upon written notification to the Servicer, and without
cause upon 30 days’ prior written notification to the Servicer.  As
soon as practicable after any termination of such appointment, the Servicer
shall deliver the Receivable Files to the Indenture Trustee or the Indenture
Trustee’s agent at such place or places as the Indenture Trustee may reasonably
designate.  The Servicer shall pay the fees of any other Person acting
as custodian of the Receivables Files.

     

     

    ARTICLE
IV

     

    
      Administration
and Servicing of Receivables

    

     

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

     

    SECTION
4.02  Collection of
Receivable Payments.  The Servicer shall make reasonable
efforts to collect all payments called for under the terms and provisions of the
Receivables as and when the same shall become due and shall follow such
collection procedures as it follows with respect to all comparable equipment
receivables that it services for itself or others.  In connection
therewith, the Servicer may grant extensions, rebates or adjustments on a
Receivable in accordance with its customary collection procedures with respect
to all comparable equipment receivables that it services for itself or others;
provided, however, that if the Servicer extends the date for final payment by
the Obligor of any Receivable beyond April 15, 2015, it shall promptly purchase
the Receivable from the Issuing Entity in accordance with the terms of


     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Section
4.07; provided, further, that the Servicer shall not extend the final Scheduled
Payment for the sole purpose of purchasing the Receivables from the Issuing
Entity.  The Servicer may in its discretion waive any additional
interest above the related APR due on late Scheduled Payments or any other fees
that may be collected in the ordinary course of servicing a
Receivable.  The Servicer shall not agree to any alteration of the
interest rate on any Receivable and shall not agree to waive the
repayment of the Amount Financed, or any portion thereof, on a
Receivable.  Notwithstanding anything in this Agreement to the
contrary, any Recoveries shall be paid to the Seller and the related Liquidated
Receivable shall be assigned by the Trust to the Seller.

     

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

     

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

     

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

     

    SECTION
4.06  Covenants of
Servicer.  The Servicer shall not release the Financed
Equipment securing any Receivable from the security interest granted by such
Receivable in whole or in part except in accordance with Section 4.03 above or
in the event of payment in full by the Obligor thereunder, nor shall the
Servicer impair the rights of the Issuing Entity, the Indenture Trustee, the
Certificateholder or the Noteholders in such Receivables, nor shall the Servicer
increase the number of scheduled payments due under a Receivable except in
accordance with the terms thereof or the terms of Section 4.02.

     

    SECTION
4.07  Purchase by Servicer of
Receivables upon Breach.  The Servicer (or the Sub-Servicer on
behalf of the Servicer) or the Owner Trustee shall inform the other party


     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
4.08  Servicing
Fee.  On each Determination Date, the Servicer shall be
entitled to receive the Servicing Fee in respect of the immediately preceding
Collection Period equal to the product of (a) one twelfth of the Servicing Fee
Rate and (b) the Pool Balance as of the first day of such preceding Collection
Period subject to the order and priority set forth in Section 5.04; provided
that in the case of the first Payment Date, the Servicing Fee will be an amount
equal to the sum of (a) 1.00% per annum of the Pool Balance as of the Cut-off
Date (for the May Collection Period) and (b) 1.00% per annum of the Pool Balance
as of May 31, 2009 (for the June Collection Period).  The Servicer
shall also be entitled to that portion of interest due on a Receivable that is
in excess of interest at the related APR and that is due because of a late
Scheduled Payment, and other administrative fees or similar charges allowed by
applicable law or the Receivable with respect to Receivables, collected (from
whatever source) on the Receivables.

     

    SECTION
4.09  Servicer’s
Certificate.  On each Determination Date, the Servicer shall
deliver to the Owner Trustee, the Indenture Trustee and the Seller, with a copy
to the Rating Agencies, a Servicer’s Certificate containing all information
necessary to make the distributions pursuant to Sections 5.04 and 5.05 for the
Collection Period preceding the date of such Servicer’s
Certificate.  Neither the Owner Trustee nor the Indenture Trustee
shall be required to determine, confirm or recalculate the information contained
in the Servicer’s Certificate.

     

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

     

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

     

    (b)           The
Servicer shall deliver, to the Issuing Entity, the Owner Trustee, the Seller,


     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    SECTION
4.14  Appointment of
Sub-Servicer.  The Servicer hereby appoints Deere Credit
Services, Inc. as Sub-Servicer and may at any time appoint a successor
Sub-Servicer to perform all or any portion of its obligations as Servicer
hereunder; provided, however, that the Rating Agency Condition shall have been
satisfied in connection with the appointment of a successor Sub-Servicer;
provided further that the Servicer shall remain obligated and be liable to the
Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder
and the Noteholders for the servicing and administering of the Receivables in
accordance with the provisions hereof without diminution of such obligation and
liability by virtue of the appointment of such Sub-Servicer and to the same
extent and under the same terms and conditions as if the Servicer alone were
servicing and administering the Receivables.  The fees and expenses of
the Sub-Servicer shall be as agreed between the Servicer and its Sub-Servicer
from time to time and none of the Issuing Entity, the Owner Trustee, the
Indenture Trustee, the Certificateholder or the Noteholders shall have any
responsibility therefor.  If at any time the Sub-Servicer shall fail
to comply with any of its obligations under Section 4.16 of this Agreement
during the period that the Seller is required to file Exchange Act Reports with
respect to the Trust and such failure is not remedied within the lesser of ten
calendar days and the period of time in which the related Exchange Act Report is
required to be filed (without taking into account any extensions), then the
Seller may remove the Sub-Servicer.

     

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

     

    SECTION
4.16  Exchange Act
Reports  (a)  So long as the Seller is required to
file Exchange Act Reports with respect to the Issuing Entity, no later than each
Payment Date, each of the Indenture Trustee, the Owner Trustee and the Servicer
shall notify (and the Servicer 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    shall
cause each Reporting Subcontractor and the Sub-Servicer to notify ) the Seller
of any Form 10-D Disclosure Item with respect to such Person, together with a
description of any such Form 10-D Disclosure Item in form and substance
reasonably acceptable to the Seller.  In addition to such information
as the Servicer is obligated to provide pursuant to other provisions of this
Agreement, if so requested by the Seller, the Servicer shall provide (and shall
cause the Sub-Servicer to provide) such information which is available to the
Servicer, without unreasonable effort or expense, regarding the performance or
servicing of the Receivables as is reasonably required to facilitate preparation
of distribution reports in accordance with Item 1121 of Regulation
AB.  Such information shall be provided concurrently with the
statements to Noteholders pursuant to Section 5.06, commencing with the first
such report due not less than five Business Days following such
request.

     

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

     

    (c)  So
long as the Depositor is required to file Exchange Act Reports, (i) no later
than January 1 of each year commencing in 2010, the Depositor shall provide a
list of the Item 1119 Parties to the Owner Trustee, Indenture Trustee and
Servicer and (ii) no later than January 15 of each year, commencing in 2010, the
Indenture Trustee, the Owner Trustee and the Servicer shall notify the Depositor
of any Form 10-K Disclosure Item, together with a description of any such Form
10-K Disclosure Item in form and substance reasonably acceptable to the
Depositor.

     

    (d)  The
Indenture Trustee, the Owner Trustee and the Servicer shall reasonably cooperate
with the Depositor in connection with the satisfaction of the Depositor’s
reporting requirements under the Exchange Act with respect to the
Trust.  In addition to the information specified in this Section 4.16,
if so requested by the Depositor for the purpose of satisfying its reporting
obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and
the Servicer shall provide the Depositor with (a) such information which is
available to such Person without unreasonable effort or expense and within such
timeframe as may be reasonably requested by the Depositor to comply with the
Depositor’s reporting obligations under the Exchange Act and (b) to the extent
such Person is a party (and the Depositor is not a party) to any agreement or
amendment required to be filed, copies of such agreement or amendment in
EDGAR-compatible form.  Each of the Servicer, the Indenture Trustee
and the Owner Trustee acknowledges that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agrees to
comply with reasonable requests made by the Depositor in good faith for delivery
of information under these provisions on the basis of evolving interpretations
of Regulation AB.

     

    (e)  Each
of the Indenture Trustee and the Owner Trustee represents that (i) there are no
affiliations relating to such Person with respect to any 1119 Party, (ii) there
are no 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

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

     

     

    ARTICLE
V

     

    
      Distributions;
Reserve Account;

      Statements
to the Certificateholder and Noteholders

    

     

    SECTION
5.01  Establishment of Trust
Accounts.

     

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

     

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

     

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

     

    (b)           Funds
on deposit in the Collection Account, the Note Distribution Account and the
Reserve Account (collectively the “Trust Accounts”) shall be invested by the
Indenture Trustee pursuant to the Servicer’s written instruction in Eligible
Investments selected by the Servicer; provided, however, it is understood and
agreed that the Indenture Trustee shall not be liable for any loss arising from
such investment in Eligible Investments; provided further none of the funds
deposited in the Trust Accounts shall be invested in an Eligible Investment or
Eligible Investments issued by the Servicer or the Seller for a period of 30
days following the Closing Date.  All such Eligible Investments shall
be held by the Indenture Trustee for the benefit of the Noteholders and the
Certificateholder, as applicable; provided, however, that on each Payment Date
all interest and other investment income (net of losses and investment expenses)
on funds on deposit in the Trust Accounts shall be deposited into the Collection
Account and shall be deemed to constitute a portion of the Total Distribution
Amount.  Other than as permitted by the Rating Agencies, funds on
deposit in the Trust Accounts shall be invested in Eligible Investments that
will mature so that such funds (or in the case of the Special Payment Date, the
portion of such funds needed to make the final payment on the Class A-1 Notes
pursuant to 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Section
5.04(d)) will be available at the close of business on the Transfer Date
preceding the following Payment Date or, in the case of the Note Distribution
Account and the Reserve Account, the following Payment Date.  Funds
deposited in a Trust Account on a Transfer Date which immediately precedes a
Payment Date are not required to be invested overnight.

     

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

     

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

     

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

     

    (B)           any
Trust Account Property that is held in “securities accounts” (as defined in
Section 8-501(a) of the UCC) shall be held solely in Eligible Deposit Accounts;
and (1) the Eligible Institution at which each such Eligible Deposit Account is
maintained shall be a “securities intermediary” as defined in Section
8-102(a)(14) of the UCC and shall agree to maintain such Eligible Deposit
Account as a “securities account” as such term is defined in Section 8-501(a) of
the UCC, (2) the Eligible Institution at which such Eligible Deposit Account is
maintained shall treat the Indenture Trustee as entitled to exercise the rights
that comprise any “financial asset” (as defined in Section 8-102(a)(9) of the
UCC) credited to the account, and if at any time such Eligible Institution shall
receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the
UCC) issued by the Indenture Trustee and relating to such Eligible Deposit
Account, such Eligible Institution shall comply with such entitlement order
without further consent by the Issuing Entity or any other Person, (3) the
Eligible Institution at which such Eligible Deposit Account is maintained shall
agree with the Indenture Trustee that each item of property (whether investment
property, financial asset, security, instrument or cash) 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    credited
to such Eligible Deposit Account shall be treated as a “financial asset” within
the meaning of Section 8-102(a)(9) of the UCC, (4) the “securities
intermediaries’ jurisdiction” (within the meaning of Section 8-110 of the UCC)
with respect to such Eligible Deposit Account shall be the State of New York and
(5) the Eligible Institution at which such Eligible Deposit Account is
maintained shall agree with the Indenture Trustee that in the event that such
securities intermediary has or subsequently obtains by agreement, by operation
of law or otherwise, a security interest in such Eligible Deposit Account or any
financial asset credited thereto, the securities intermediary agrees that such
security interest shall be subordinate to the security interest of the Indenture
Trustee and that the financial assets and other items deposited to such an
Eligible Deposit Account will not be subject to deduction, set-off, banker’s
lien, or any other right in favor of any person other than the Indenture
Trustee;

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Day prior
to the Special Payment Date, provided further, that, with respect to the first
Payment Date in July 2009, the Servicer shall remit to the Collection Account
such collections not less than one Business Day prior to July 15,
2009.  Otherwise, the Servicer shall remit, such collections within
two Business Days of receipt thereof.  For purposes of this Article V
the phrase “payments by or on behalf of Obligors” shall mean payments made with
respect to the Receivables by persons other than the Servicer or
JDCC.

     

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

     

    SECTION
5.04  Distributions.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    (c)           With
respect to any unpaid amount due to the Indenture Trustee or the Owner Trustee,
as applicable, for which payment is sought by the Indenture Trustee or the Owner
Trustee, as applicable, pursuant to Section 5.04(b)(vii) or Section
5.04(b)(viii), respectively, the Indenture Trustee or the Owner Trustee, as
applicable, shall provide written notice to the Servicer at least five Business
Days prior to the Payment Date on which payment of such unpaid amount is sought,
together with such information regarding such unpaid amounts as the Servicer may
reasonably request.  Notwithstanding anything to the contrary
contained herein, no amount due to the Indenture Trustee or the Owner Trustee,
as applicable, will be eligible for payment under Section 5.04(b)(vii) or
Section 5.04(b)(viii), respectively, or this Section 5.04(c) unless such amount
remains unpaid for more than 30 calendar days after delivery to the Servicer by
the Indenture Trustee or the Owner Trustee, as applicable, of demand for
payment.

     

    (d)           Notwithstanding
anything to the contrary contained herein, in the event of a Special Payment
Date, the instructions provided by the Servicer pursuant to Section 5.04(b)
shall (x) be given two Business Days prior to the Special Payment Date and (y)
specify that on the Special Payment Date distributions shall be made to the
Trust Accounts no later than 12:00 noon (New York time) in respect of the Class
A-1 Notes.  The portion of the Total Distribution Amount deposited to
the Trust Accounts in respect of the Class A-1 Notes on the Special Payment Date
shall be calculated in the order and priority set forth in Section 5.04(b) as
though such amounts were distributed on the July 2010 Payment Date.

     

    SECTION
5.05  Reserve
Account.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    SECTION
5.06  Statements to the
Certificateholder and Noteholders.

     

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

     

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

     

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

     

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

     

    (iv)           (A)
the outstanding principal balance of (1) the Class A-1 Notes, (2) the Class A-2
Notes, (3) the Class A-3 Notes and (4) the Class A-4 Notes and (B) the
Certificate Balance, in each case after giving effect to payments allocated to
principal reported under (i) above;

     

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

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    (b)           Notwithstanding
anything to the contrary contained herein, in the event of a Special Payment
Date, the certificate delivered pursuant to Section 5.06(a) shall be delivered
two Business Days prior to the Special Payment Date and shall reflect all
amounts specified in Section 5.06(a) with respect to the Special Payment Date
and the July 2010 Payment Date.

     

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

     

    Within
the prescribed period of time for tax reporting purposes after the end of each
calendar year during the term of the Indenture, the Indenture Trustee shall mail
to each Person who at any time during such calendar year shall have been a
Noteholder and received any payment thereon, a statement containing the amounts
described in (i) and (ii) (other than information relating to the Note Interest
Rates) above and any other information required by applicable tax laws, for the
purposes of such Noteholder’s preparation of Federal income tax
returns.

     

    The
Indenture Trustee shall only be required to provide to the Noteholders the
information furnished to it by the Servicer.

     

    SECTION
5.07  Net
Deposits.  As an administrative convenience, unless the
Servicer is required to remit collections within two Business Days of their
receipt, the Servicer will be permitted to make the deposit of collections on
the Receivables and Purchase Amounts for or with respect to the Collection
Period net of distributions to be made to the Servicer with respect to the
Collection Period.  The Servicer, however, will account to the Owner
Trustee, the Indenture Trustee, the Noteholders and the Certificateholder as if
all deposits, distributions and transfers were made individually.

     

     

    ARTICLE
VI

     

    
      The
Seller

    

     

    SECTION
6.01  Representations of
Seller.  The Seller makes the following representations on
which the Issuing Entity is deemed to have relied in acquiring the
Receivables.  The representations speak as of the execution and
delivery of this Agreement and 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    shall
survive the sale of the Receivables to the Issuing Entity and the pledge thereof
to the Indenture Trustee pursuant to the Indenture.

     

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

     

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

     

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

     

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

     

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

     

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


     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
6.02  Corporate
Existence.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    SECTION
6.04  Merger or Consolidation
of, or Assumption of the Obligations of, Seller.  Any Person
(a) into which the Seller may be merged or consolidated, (b) which may result
from any merger or consolidation to which the Seller shall be a party or (c)
which may succeed to the properties and assets of the Seller substantially as a
whole, which Person in any of the foregoing cases executes an agreement of
assumption to perform every obligation of the Seller under this Agreement, shall
be the successor to the Seller hereunder without the execution or filing of any
document or any further act by any of the parties to this Agreement; provided,
however, that (i) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 3.01 shall have been
breached and no Servicer Default, and no event that, after notice or lapse of
time, or both, would become a Servicer Default shall have occurred and be
continuing, (ii) the Seller shall have delivered to the Owner Trustee and the
Indenture Trustee an Officers’ Certificate and an Opinion of Counsel each
stating that such consolidation, merger or succession and such agreement of
assumption comply with this Section and that all conditions precedent, if any,
provided for in this Agreement relating to such transaction have been complied
with, (iii) the Rating Agency Condition shall have been satisfied with respect
to such transaction and (iv) the Seller shall have delivered to the Owner
Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that,
in the opinion of such counsel, all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of the Owner Trustee and
Indenture Trustee, respectively, in the Receivables and reciting the details of
such filings, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such
interests.  Notwithstanding anything herein to the contrary, the
execution of the foregoing agreement of assumption and compliance with clauses
(i), (ii), (iii) 

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    and (iv)
above shall be conditions to the consummation of the transactions referred to in
clause (a), (b) or (c) above.

     

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

     

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

     

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

     

     

    ARTICLE
VII

     

    
      The
Servicer

    

     

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

     

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

     

    (b)           Power and
Authority.  The Servicer has the corporate power and authority
to execute and deliver this Agreement and to carry out its terms; and the
execution, delivery and performance of this Agreement have been duly authorized
by the Servicer by all necessary corporate action.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b)           The
Servicer shall indemnify, defend and hold harmless the Issuing Entity, the Owner
Trustee, the Indenture Trustee, and the Seller and their respective officers,
directors and agents from and against any taxes that may at any time be asserted
against any such Person 

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    with
respect to the transactions contemplated herein, including any sales, gross
receipts, general corporation, tangible personal property, privilege or license
taxes (but, in the case of the Issuing Entity, not including any taxes asserted
with respect to, and as of the date of, the sale of the Receivables to the
Issuing Entity or the issuance and original sale of the Certificate and the
Notes, or asserted with respect to ownership of the Receivables, or Federal or
other income taxes arising out of distributions on the Certificate or the Notes)
and costs and expenses in defending against the same.

     

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

     

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

     

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

     

    (f)           The
Servicer shall pay the Indenture Trustee from time to time reasonable
compensation for all services rendered by the Indenture Trustee under the
Indenture (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust).

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    For
purposes of this Section 7.02, in the event of the termination of the rights and
obligations of JDCC (or any successor thereto pursuant to Section 7.03) as
Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to
this Agreement, such Servicer shall be deemed to be the Servicer pending
appointment of a successor Servicer (other than the Indenture Trustee) pursuant
to Section 8.02.

     

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

     

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

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    have been
satisfied with respect to such transaction and (iv) the Servicer shall have
delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel
either (A) stating that, in the opinion of such counsel, all financing
statements and continuation statements and amendments thereto have been executed
(if required) and filed that are necessary fully to preserve and protect the
interest of the Owner Trustee and the Indenture Trustee, respectively, in the
Receivables and reciting the details of such filings or (B) stating that, in the
opinion of such counsel, no such action shall be necessary to preserve and
protect such interests.  The Servicer shall provide the Seller in
writing with such information as reasonably requested by the Seller to comply
with its Exchange Act reporting obligations with respect to a successor
servicer.  Notwithstanding anything herein to the contrary, the
execution of the foregoing agreement of assumption and compliance with clauses
(i), (ii), (iii) and (iv) above shall be conditions to the consummation of the
transactions referred to in clause (a), (b), (c) or (d) above.

     

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

     

    Except as
provided in this Agreement, neither the Servicer nor the Sub-Servicer shall be
under any obligation to appear in, prosecute or defend any legal action that
shall not be incidental to its duties to service the Receivables in accordance
with this Agreement, and that in its opinion may involve it in any expense or
liability; provided, however, that the Servicer or the Sub-Servicer may
undertake any reasonable action that it may deem necessary or desirable in
respect of this Agreement and the Basic Documents and the rights and duties of
the parties to this Agreement and the Basic Documents and the interests of the
Certificateholder under this Agreement and the Noteholders under the
Indenture.

     

    SECTION
7.05  JDCC Not to Resign as
Servicer.  Subject to the provisions of Section 7.03, JDCC
shall not resign from the obligations and duties hereby imposed on it as
Servicer under this Agreement except upon determination that the performance of
its duties under this Agreement shall no longer be permissible under applicable
law.  Notice of any such determination permitting the resignation of
JDCC shall be communicated to the Owner Trustee and the Indenture Trustee at the
earliest practicable time (and, if such communication is not in writing, shall
be confirmed in writing at the earliest practicable time) and any such
determination shall be evidenced by an Opinion of Counsel to such effect
delivered to the Owner Trustee and the Indenture Trustee concurrently with or
promptly after such notice.  No such resignation shall become
effective until the Indenture Trustee or a successor Servicer shall have assumed
the responsibilities and obligations of JDCC in accordance with Section 8.02 and
provided the Seller 

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    in
writing with such information as reasonably requested by the Seller to comply
with its Exchange Act reporting obligations with respect to such
resignation.

     

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

     

     

    ARTICLE
VIII

     

    Default

     

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

     

    (a)           any
failure by the Servicer to deliver to the Indenture Trustee for deposit in any
of the Trust Accounts or the Certificate Distribution Account any required
payment or to direct the Indenture Trustee to make any required distributions
therefrom that shall continue unremedied for a period of three Business Days
after written notice of such failure is received by the Servicer from the Owner
Trustee or the Indenture Trustee or after discovery of such failure by an
officer of the Servicer; or

     

    (b)           failure
on the part of the Servicer or the Seller, as the case may be, duly to observe
or to perform in any material respect any other covenants or agreements of the
Servicer or the Seller (as the case may be) set forth in this Agreement or any
other Basic Document, which failure shall (i) materially and adversely affect
the rights of Certificateholder or Noteholders and (ii) continue unremedied for
a period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given (A) to the Servicer or
the Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or
(B) to the Servicer or the Seller (as the case may be), and to the Owner Trustee
and the Indenture Trustee by the Holders of Notes evidencing not less than 25%
of the Outstanding Amount of the Notes or the Certificateholder (as defined in
the Trust Agreement); or

     

    (c)           an
Insolvency Event occurs with respect to the Servicer;

     

    then, and
in each and every case, so long as the Servicer Default shall not have been
remedied, either the Indenture Trustee (so long as a Trust Officer of the
Indenture Trustee has received notice or has actual knowledge of such Servicer
Default), or the Holders of Notes evidencing not less than 25% of the
Outstanding Amount of the Notes, by notice then given in writing to the Servicer
(and to the Indenture Trustee and the Owner Trustee if given by the Noteholders)
may terminate all the rights and obligations (other than the obligations set
forth in Section 7.02 hereof) of the Servicer under this
Agreement.  On or after the receipt by the Servicer of such written
notice, all authority and power of the Servicer under this Agreement, whether
with respect to the Notes, the Certificate or the Receivables or otherwise,
shall, without further action, pass to and be vested in the Indenture Trustee or
such successor Servicer as may be appointed 

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    under
Section 8.02; and, without limitation, the Indenture Trustee and the Owner
Trustee are hereby authorized and empowered to execute and deliver, on behalf of
the predecessor Servicer, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Receivables
and related documents, or otherwise.  The predecessor Servicer shall
cooperate with the successor Servicer, the Indenture Trustee and the Owner
Trustee in effecting the termination of the responsibilities and rights of the
predecessor Servicer under this Agreement, including the transfer to the
successor Servicer for administration by it of all cash amounts that shall at
the time be held by the predecessor Servicer for deposit, or shall thereafter be
received by it with respect to a Receivable.  All reasonable costs and
expenses (including reasonable attorneys’ fees) incurred in connection with
transferring the Receivable Files to the successor Servicer and amending this
Agreement to reflect such succession as Servicer pursuant to this Section shall
be paid by the predecessor Servicer upon presentation of reasonable
documentation of such costs and expenses.  Upon receipt of notice of
the occurrence of a Servicer Default, the Owner Trustee shall give notice
thereof to the Rating Agencies.

     

    SECTION
8.02  Appointment of
Successor.

     

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

     

    (b)           Upon
appointment, the successor Servicer (including the Indenture Trustee acting as
successor Servicer) shall be the successor in all respects to the predecessor
Servicer and 

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    shall be
subject to all the responsibilities, duties and liabilities arising thereafter
relating thereto placed on the predecessor Servicer and shall be entitled to the
Servicing Fee and all the rights granted to the predecessor Servicer by the
terms and provisions of this Agreement.

     

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

     

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

     

    SECTION
8.04  Waiver of Past
Defaults.  The Holders of Notes evidencing not less than a
majority of the Outstanding Amount of the Notes, on behalf of all Noteholders
(or the Holder (as defined in the Trust Agreement) of the Certificate, in the
case of any default which does not adversely affect the Indenture Trustee or the
Noteholders) may, waive in writing any default by the Servicer in the
performance of its obligations hereunder and its consequences, except a default
in making any required deposits to or payments from any of the Trust Accounts in
accordance with this Agreement.  Upon any such waiver of a past
default, such default shall cease to exist, and any Servicer Default arising
therefrom shall be deemed to have been remedied for every purpose of this
Agreement.  No such waiver shall extend to any subsequent or other
default or impair any right consequent thereto.

     

     

    ARTICLE
IX

     

    Termination

     

    SECTION
9.01  Optional Purchase of
All Receivables and Termination.

     

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

     

    (b)           Upon
any sale of the assets of the Trust pursuant to Section 9.02 of the Trust
Agreement, the Servicer shall instruct the Indenture Trustee to deposit the
proceeds from such sale after all payments and reserves therefrom have been made
(the “Insolvency Proceeds”) in 

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    Any
investments on deposit in the Reserve Account and the Note Distribution Account
(to the extent such amounts are property of the Issuing Entity) which will not
mature on or before such Payment Date shall be sold by the Indenture Trustee at
such time as will result in the Indenture Trustee receiving the proceeds from
such sale not later than the Transfer Date preceding such Payment
Date.  Any Insolvency Proceeds remaining after the deposits described
above shall be paid to the Seller.

     

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

     

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

     

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

     

     

    ARTICLE
X

     

    
      Miscellaneous
Provisions

    

     

    SECTION
10.01  Amendment.  This Agreement
may be amended by the Seller, the Servicer and the Owner Trustee, with the
consent of the Indenture Trustee, but without the consent of any of the
Noteholders or the Certificateholder, to cure any ambiguity, to 

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    correct
or supplement any provision in this Agreement or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions in
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholder; provided, however, that such action shall not, adversely
affect in any material respect the interests of any Noteholder or
Certificateholder; provided further that 10 days 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 or the Certificate, such
amendment shall become effective with the consent of the Holders of Notes
evidencing not less than a majority of the Outstanding Amount of the Notes and
the consent of the Certificateholder; provided further that any solicitation of
such consent shall disclose the downgrading or withdrawal that would result from
such amendment.

     

    This
Agreement may also be amended from time to time, with 10 days prior notice to
each of the Rating Agencies, by the Seller, the Servicer and the Owner Trustee,
with the consent of the Indenture Trustee, the consent of the Holders of Notes
evidencing not less than a majority of the Outstanding Amount of the Notes and
the consent of the Holder of the Certificate, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholder; provided, however, that no such amendment shall (a)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on Receivables or distributions that shall be
required to be made for the benefit of the Noteholders or the Certificateholder
or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes
and the Certificate Balance, the Holders of which are required to consent to any
such amendment, without the consent of the Holders of all the outstanding Notes
and the consent of the Certificateholder.

     

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

     

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

     

    Prior to
the execution of any amendment to this Agreement, the Owner Trustee and the
Indenture Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted
by this Agreement and the Opinion of Counsel referred to in Section 10.02(i)(1)
and that all conditions precedent have been satisfied.  The Owner
Trustee and the Indenture Trustee may, but shall not be obligated to, enter into
any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s,
as applicable, own rights, duties or immunities under this Agreement or
otherwise.

     

    SECTION
10.02  Protection of Title to
Trust.

     

    (a)           The
Seller shall file (and if required, authorize) such financing statements and
cause to be authorized and filed such continuation statements, all in such
manner and in such places as may be required by law fully to preserve, maintain,
and protect the interest of the 

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    Issuing
Entity and the interests of the Indenture Trustee in the Receivables and in the
proceeds thereof.  The Seller shall deliver (or cause to be delivered)
to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing
receipts for, any document filed as provided above, as soon as available
following such filing.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    (1)           promptly
after the execution and delivery of this Agreement and of each amendment
thereto, an Opinion of Counsel either (A) stating that, in the opinion of such
counsel, all financing statements and continuation statements have been executed
and filed that are necessary fully to preserve and protect the interest of the
Owner Trustee and the Indenture Trustee in the Receivables, and reciting the
details of such filings or referring to prior Opinions of Counsel in which such
details are given, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interest;
and

     

    (2)           within
90 days after the beginning of each calendar year beginning with the first
calendar year beginning more than three months after the Cut-off Date, an
Opinion of Counsel, dated as of a date during such 90-day period, either (A)
stating that, in the opinion of such counsel, all financing statements and
continuation statements have been executed and filed that are necessary fully to
preserve and protect the interest of the Owner Trustee and the Indenture Trustee
in the Receivables, and reciting the details of such filings or referring to
prior Opinions of Counsel in which such details are given, or (B) stating that,
in the opinion of such counsel, no such action shall be necessary to preserve
and protect such interest.

     

    Each
Opinion of Counsel referred to in clause (1) or (2) above shall specify any
action necessary (as of the date of such opinion) to be taken in the following
year to preserve and protect such interest.

     

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

     

    SECTION
10.03  Notices.  All demands,
notices, instructions and communications upon or to the Seller, the Servicer,
the Owner Trustee, the Indenture Trustee or the Rating Agencies under this
Agreement shall be in writing, personally delivered, sent by facsimile or mailed
by certified mail, return receipt requested, and shall be deemed to have been
duly given upon receipt (a) in the case of the Seller, to John Deere
Receivables, Inc., 1 East First Street, Suite 600, Reno, Nevada 89501,
Attention:  Manager (702-786-5914), with a copy to 

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    Assistant
Treasurer, Deere & Company, One John Deere Place, Moline, Illinois
61265-8098 (309-765-5697), (b) in the case of the Servicer, to John Deere
Capital Corporation, 1 East First Street, Suite 600, Reno, Nevada 89501,
Attention:  Manager (702-786-5527), with a copy to Assistant
Treasurer, Deere & Company, One John Deere Place, Moline, Illinois
61265-8098 (309-765-5697), (c) in the case of the Issuing Entity or the Owner
Trustee, at the Corporate Trust Office (as defined in the Trust Agreement) with
a copy to The Bank of New York Mellon, 101 Barclay Street, 8W, New York, NY
10286, Attention: Michael Burack, (d) in the case of the Indenture Trustee, at
the Corporate Trust Office, (e) in the case of Moody’s, to Moody’s Investors
Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New York
10007, and (f) in the case of Standard & Poor’s, to Standard & Poor’s
Ratings Services, 55 Water Street, 40th Floor, New York, New York 10041,
Attention of Asset Backed Surveillance Department; or, as to each of the
foregoing, at such other address as shall be designated by written notice to the
other parties.

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
10.10  Assignment to
Indenture Trustee.  The Seller hereby acknowledges and consents
to any mortgage, pledge, assignment and grant of a security interest by the
Issuing Entity to the Indenture Trustee pursuant to the Indenture for the
benefit of the 

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    Noteholders
of all right, title and interest of the Issuing Entity in, to and under the
Receivables and/or the assignment of any or all of the Issuing Entity’s rights
and obligations hereunder to the Indenture Trustee.

     

    SECTION
10.11  Nonpetition
Covenants.

     

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

     

    (b)           Notwithstanding
any prior termination of this Agreement, the Servicer shall not, prior to the
date which is one year and one day after there has been paid in full all debt
issued by any securitization vehicle in respect of which the Seller holds any
interest, acquiesce, petition or otherwise invoke or cause the Seller to invoke
the process of any court or government authority for the purpose of commencing
or sustaining a case against the Seller under any Federal or State bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Seller or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Seller.

     

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

     

    (a)           Notwithstanding
anything contained herein to the contrary, this Agreement has been countersigned
by BNY Mellon Trust of Delaware not in its individual capacity but solely in its
capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon
Trust of Delaware in its individual capacity have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuing Entity hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of the Issuing Entity.  For all purposes of this Agreement,
in the performance of its duties or obligations hereunder or in the performance
of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee
shall be subject to, and entitled to the benefits of, the terms and provisions
of Articles VI, VII and VIII of the Trust Agreement.

     

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

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

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

     

     

     

     

     

     

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

     

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

       

      
         

        
          	 	JOHN
      DEERE OWNER TRUST 2009	 
	 	 	 
	 	By: 	BNY
      Mellon
      Trust of Delaware, not
      in its individual capacity but solely
      as Owner
      Trustee on behalf of the Trust,	 
	 	 	 	 	 
	 	By:	/s/
      Kristine Gullo 	 
	 	 	Name: 
      	Kristine Gullo	 
	 	 	Title: 
      	Vice
    President	 
	 	 	 	 	 


        

      

       

    

    
      
         

        
          	 	JOHN
      DEERE RECEIVABLES, INC., 
Seller	 
	 	 	 
	 	 	 	 	 
	 	By:	/s/
      Chad Volkert 	 
	 	 	Name: 
      	Chad
    Volkert	 
	 	 	Title: 
      	Assistant
      Secretary	 
	 	 	 	 	 


        

      

       

    

    
      
        
          
            
              
                
                   

                  
                    	 	JOHN
      DEERE CAPITAL CORPORATION, 
Servicer,	 
	 	 	 
	 	 	 	 	 
	 	By:	/s/
      Michael Matera	 
	 	 	Name: 
      	Michael
    Matera	 
	 	 	Title: 
      	Senior Vice
      President	 
	 	 	 	 	 


                  

                

                 

              

            

          

        

      

      
         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        
          
             

            
              	Acknowledged,
      Accepted and Agreed:	 
	 	 
	
                      BNY
      Mellon Trust of Delaware, 
not
      in its individual 
capacity
      but solely 
as
      Owner Trustee,

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


            

          

           

        
 

      
        
          
             

            
              	Acknowledged,
      Accepted and Agreed:	 
	 	 
	
                      U.S.
      Bank National Association, 
not
      in its individual 
capacity
      but solely 
as
      Indenture Trustee,

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


            

          

           

        
 

       

      
         

        


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        SCHEDULE
A

         

        Schedule
of Receivables

         

        (Delivered
to the Trust at the Closing)

         

      

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        SCHEDULE
B

         

        Location
of Receivable Files

         

         

        Suite
600

         

         

        1 East
First Street

         

         

        Reno,
Nevada 89501

         

      

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        SCHEDULE
C

         

        LIST OF
FISCAL MONTHS

         

        FISCAL
MONTH CUTOFF DATES (BY FISCAL YEAR)

         

        


        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Fiscal

                              	
                                Calendar

                              	
                                2009

                              	
                                2010

                              	
                                2011

                              	
                                2012

                              	
                                2013

                              	
                                2014

                              	
                                2015

                              	
                                2016

                              
	
                                Month

                              	
                                Month

                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                1

                              	
                                November

                              	
                                 30-Nov-08

                              	
                                 29-Nov-09

                              	
                                28-Nov-10

                              	
                                27-Nov-11

                              	
                                25-Nov-12

                              	
                                24-Nov-13

                              	
                                30-Nov-14

                              	
                                29-Nov-15

                              
	
                                2

                              	
                                December

                              	
                                28-Dec-08

                              	
                                27-Dec-09

                              	
                                26-Dec-10

                              	
                                25-Dec-11

                              	
                                23-Dec-12

                              	
                                22-Dec-13

                              	
                                28-Dec-14

                              	
                                22-Dec-15

                              
	
                                3

                              	
                                January

                              	
                                01-Feb-09

                              	
                                31-Jan-10

                              	
                                30-Jan-11

                              	
                                29-Jan-12

                              	
                                27-Jan-13

                              	
                                26-Jan-14

                              	
                                01-Feb-15

                              	
                                31-Jan-16

                              
	
                                4

                              	
                                February

                              	
                                01-Mar-09

                              	
                                28-Feb-10

                              	
                                27-Feb-11

                              	
                                26-Feb-12

                              	
                                24-Feb-13

                              	
                                23-Feb-14

                              	
                                01-Mar-15

                              	
                                28-Feb-16

                              
	
                                5

                              	
                                March

                              	
                                29-Mar-09 

                              	
                                28-Mar-10 

                              	
                                27-Mar-11

                              	
                                25-Mar-12

                              	
                                24-Mar-13

                              	
                                23-Mar-14

                              	
                                29-Mar-15

                              	
                                27-Mar-16

                              
	
                                6

                              	
                                April

                              	
                                03-May-09

                              	
                                02-May-10

                              	
                                01-May-11

                              	
                                29-Apr-12

                              	
                                28-Apr-13

                              	
                                27-Apr-14

                              	
                                03-May-15

                              	
                                01-May-16

                              
	
                                7

                              	
                                May

                              	
                                31-May-09 

                              	
                                30-May-10 

                              	
                                29-May-11

                              	
                                27-May-12

                              	
                                26-May-13

                              	
                                25-May-14

                              	
                                31-May-15

                              	
                                29-May-16

                              
	
                                8

                              	
                                June

                              	
                                28-Jun-09

                              	
                                27-Jun-10

                              	
                                26-Jun-11

                              	
                                24-Jun-12

                              	
                                23-Jun-13

                              	
                                22-Jun-14

                              	
                                28-Jun-15

                              	
                                26-June-16

                              
	
                                9

                              	
                                July

                              	
                                02-Aug-09

                              	
                                01-Aug-10

                              	
                                31-Jul-11

                              	
                                29-Jul-12

                              	
                                28-Jul-13

                              	
                                27-Jul-14

                              	
                                02-Aug-15

                              	
                                31-Jul-16

                              
	
                                10

                              	
                                August

                              	
                                30-Aug-09

                              	
                                29-Aug-10

                              	
                                28-Aug-11

                              	
                                26-Aug-12

                              	
                                25-Aug-13

                              	
                                24-Aug-14

                              	
                                30-Aug-15

                              	
                                28-Aug-16

                              
	
                                11

                              	
                                September

                              	
                                27-Sep-09

                              	
                                26-Sep-10

                              	
                                25-Sep-11

                              	
                                23-Sep-12

                              	
                                22-Sep-13

                              	
                                28-Sep-14

                              	
                                27-Sep-15

                              	
                                25-Sep-16

                              
	
                                12

                              	
                                October

                              	
                                31-Oct-09

                              	
                                31-Oct-10

                              	
                                31-Oct-11

                              	
                                31-Oct-12

                              	
                                31-Oct-13

                              	
                                31-Oct-14

                              	
                                31-Oct-15

                              	
                                31-Oct-16

                              


                      

                    

                  

                

              

            

          

        

         

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        SCHEDULE
D

         

        Servicer’s
Certificate

         

        The
undersigned hereby certify that (i) they are, respectively, a duly elected Vice
President and Assistant Secretary of John Deere Capital Corporation and (ii)
this Servicing Certificate complies with the requirements of, and is being
delivered pursuant to, Section 4.09 of the Sale and Servicing Agreement (the
“Sale and Servicing Agreement”) dated as of June 1, 2009 between John Deere
Owner Trust 2009, John Deere Receivables, Inc. and John Deere Capital
Corporation.

      

      
        
          
             

            
              	 	 	 
	 	 	 	 	 
	Dated:	 	 	 
	 	 	Name: 
      	 	 
	 	 	Title: 
      	Vice
    President	 
	 	 	 	 	 


            

          

           

          
            
              
                
                  	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Name: 
      	 	 
	 	 	Title: 
      	Assistant
      Secretary	 
	 	 	 	 	 


                

              

               

            

          

        

      

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          Payment
Date:  ___________________________________

           

          Scheduled
Payment Date:

          Actual
Payment Date:

          Collection
Period Begin Date:

          Collection
Period End Date:

          Days in
accrual period for Act/360:

          Days in
accrual period for 30/360:

          


           

          
            	
                    (1) 

                  	
                    Total
      Distribution Amount:

                  


          

          
            	 	
                    (a) 

                  	
                    Total
      cash receipts during the month

                  


          

          
            	 	
                    (b) 

                  	
                    Administrative
      repurchases during the month

                  


          

          
            	 	
                    (c) 

                  	
                    Investment
      earnings on cash accounts

                  


          

        

         

        
          
            	
                    (2) 

                  	
                    (a)

                  	
                    Administration
      Fee:

                  


          

          
            	 	
                    (b) 

                  	
                    Administration
      Fee Shortfall:

                  


          

        

      

       

      
        
          	
                  (3) 

                	
                  Noteholders’
      Interest Distributable Amount deposited into Note Distribution
      Account:

                


        

        Noteholders’
Interest Carryover Shortfall:

        


        
          	
                  (a) 

                	
                  (i) 

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

                


        

        
          	 	
                  (ii) 

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

                


        

         

      

      
        
          	
                  (b) 

                	
                  (i) 

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

                


        

        
          	 	
                  (ii) 

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

                


        

      

       

      
        
          
            	
                    (c)

                  	
                    (i) 

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

                  


          

          
            	 	
                    (ii) 

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

                  


          

           

          
            
              
                	
                        (d)

                      	
                        (i) 

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

                      


              

              
                	 	
                        (ii) 

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

                      


              

            

          

          
             

            
              	
                      (4)

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

                    


            

            Noteholders’
Principal Carryover Shortfall:

             

            
              	
                      (a) 

                    	
                      (i)
      

                    	
                      Class
      A-1 Noteholders’ Monthly Principal Distributable
  Amount:

                    


            

            
              	 	
                      (ii)

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

                    


            

            
              	 	
                      (iii)

                    	
                      Class
      A-1 Noteholders’ Principal Carryover
Shortfall:

                    


            

            
              	 	
                      (iv)

                    	
                      Class
      A-1 Noteholders’ Principal Distributable
Amount:

                    


            

             

            
              	
                      (b) 

                    	
                      (i)
      

                    	
                      Class
      A-2 Noteholders’ Monthly Principal Distributable
  Amount:

                    


            

            
              	 	
                      (ii)

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

                    


            

            
              	 	
                      (iii)

                    	
                      Class
      A-2 Noteholders’ Principal Carryover
Shortfall:

                    


            

            
              	 	
                      (iv)

                    	
                      Class
      A-2 Noteholders’ Principal Distributable
Amount:

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                      (c)

                    	
                      (i)
      

                    	
                      Class
      A-3 Noteholders’ Monthly Principal Distributable
  Amount:

                    


            

            
              	 	
                      (ii)

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

                    


            

            
              	 	
                      (iii)

                    	
                      Class
      A-3 Noteholders’ Principal Carryover
Shortfall:

                    


            

            
              	 	
                      (iv)

                    	
                      Class
      A-3 Noteholders’ Principal Distributable
Amount:

                    


            

             

            
              	
                      (d) 

                    	
                      (i)

                    	
                      Class
      A-4 Noteholders’ Monthly Principal Distributable
  Amount:

                    


            

            
              	 	
                      (ii)

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

                    


            

            
              	 	
                      (iii)

                    	
                      Class
      A-4 Noteholders’ Principal Carryover
Shortfall:

                    


            

            
              	 	
                      (iv)

                    	
                      Class
      A-4 Noteholders’ Principal Distributable
Amount:

                    


            

             

            
              	
                      (5) 

                    	
                       Noteholders’
      Distributable Amount:

                    


            

             

            
              	
                      (6) 

                    	
                       Reserve
      Account balance

                    


            

            
              	 	
                      (a) 

                    	
                      Beginning
      balance

                    


            

            
              	 	
                      (b) 

                    	
                      Amount
      of deposit from Collection Account to Reserve
  Account

                    


            

            
              	 	
                      (i)

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

                    


            

            
              	 	
                      (ii)

                    	
                      Amount
      of excess to Reserve Account from Collection
  Account

                    


            

            
              	 	
                      (c) 

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

                    


            

            
              	 	
                      (i)

                    	
                      Interest
      Amount included above:

                    


            

            
              	 	
                      (ii)

                    	
                      Principal
      Amount included above:

                    


            

            
              	 	
                      (d) 

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

                    


            

            
              	 	
                      (e) 

                    	
                      Ending
      Balance (after giving effect to all
  distributions)

                    


            

            
              	 	
                      (f) 

                    	
                      Specified
      Reserve Account Balance

                    


            

             

            
              	
                      (7) 

                    	
                      Servicing
      Fee:

                    


            

            
              	 	
                      (a)

                    	
                      Amount
      of Servicing Fee earned:

                    


            

            
              	 	
                      (b)

                    	
                      Amount
      of Servicing Fee paid:

                    


            

            
              	 	
                      (c)

                    	
                      Amount
      of Servicing Fee Shortfall:

                    


            

             

            
              	
                      (8) 

                    	
                      Amount
      paid to Indenture Trustee:

                    


            

             

            
              	
                      (9) 

                    	
                      Amount
      paid to Owner Trustee:

                    


            

             

            
              	
                      (10) 

                    	
                      (a)

                    	
                      Certificateholders’
      Monthly Principal Distributable Amount applicable to current
      period:

                    


            

            
              	 	
                      (b)

                    	
                      %
      of Principal Distribution Amount applicable to
      Certificateholders:

                    


            

            
              	 	
                      (c)

                    	
                      ‘Certificateholders’
      Principal Carryover Shortfall:

                    


            

            
              	 	
                      (d)

                    	
                      Certificateholders’
      Principal Distributable Amount:

                    


            

             

            
              	
                      (11) 

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

                    


            

             

            
              
                	
                        (12) 

                      	
                        (a)
      

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

                      


              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

            

            
              	 	
                      (b)

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

                    


            

            
              	 	
                      (c)

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

                    


            

             

            
              	
                      (13) 

                    	
                      After
      giving effect to all distributions on such Payment
  Date:

                    


            

            
              	
                      (a)

                    	
                      (i)

                    	
                      Outstanding
      Principal Balance of Class A-1
Notes:

                    


            

            
              	 	
                      (ii)

                    	
                      Class
      A-1 Note Pool Factor:

                    


            

             

            
              	
                      (b)

                    	
                      (i)

                    	
                      Outstanding
      Principal Balance of Class A-2
Notes:

                    


            

            
              	 	
                      (ii)

                    	
                      Class
      A-2 Note Pool Factor:

                    


            

             

            
              	
                      (c)

                    	
                      (i)

                    	
                      Outstanding
      Principal Balance of Class A-3
Notes:

                    


            

            
              	 	
                      (ii)

                    	
                      Class
      A-3 Note Pool Factor:

                    


            

             

            
              	
                      (d)

                    	
                      (i)

                    	
                      Outstanding
      Principal Balance of Class A-4
Notes:

                    


            

            
              	 	
                      (ii)

                    	
                      Class
      A-4 Note Pool Factor:

                    


            

             

            
              
                	
                        (e)

                      	
                        (i)

                      	
                        Outstanding
      Principal Balance of the
Certificates:

                      


              

            

            
              	 	
                      (ii)

                    	
                      Certificate
      Pool Factor:

                    


            

             

            
              	
                      (14) 

                    	
                      Aggregate
      amount of Purchased Receivables for related Collection
    Period:

                    


            

             

            
              	
                      (15)

                    	
                      (i)

                    	
                      Aggregate amount
      of net losses for the collection period
  :

                    


            

            
              	 	
                      (ii)

                    	
                      Cumulative amount
      of net losses:

                    


            

            
              	 	
                      (iii)

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

                    


            

             

            
              	
                      (16)

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

                    


            

             

            
              	
                      (17) 

                    	
                      Collateral
      Composition:

                    


            

            
              	 	
                      (a) 

                    	
                      Number of loans
      at the beginning of the
period:

                    


            

            
              	 	
                      (b) 

                    	
                      Number of loans
      at the end of the period:

                    


            

            
              	 	
                      (c) 

                    	
                      Weighted average
      remaining term on
receivables:

                    


            

            
              	 	
                      (d)

                    	
                      Prepayment amount
      – monthly:

                    


            

            
              	 	
                      (e) 

                    	
                      Prepayment amount
      - life-to-date:

                    


            

            
              	 	
                      (f) 

                    	
                      Weighted average
      APR of the pool
assets:

                    


            

            
              	 	
                      (g) 

                    	
                      Pool
      Factor:

                    


            

             

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            Officer’s
Certificate

             

            The
undersigned hereby certify that (i) they are, respectively, a duly elected Vice
President and Assistant Secretary of John Deere Capital Corporation, (ii)
Schedule E hereto complies with the requirements of, and is being delivered
pursuant to, Section 5.06(a) of the Sale and Servicing Agreement (the “Sale and
Servicing Agreement”) dated as of June 1, 2009  between John Deere
Owner Trust 2009, John Deere Receivables, Inc. and John Deere Capital
Corporation, (iii) Schedule F hereto complies with the requirements of, and is
delivered pursuant to, Section 5.06(a) of the Sale and Servicing Agreement, and
(iv) Schedule G hereto complies with the requirements of, and is being delivered
pursuant to, Section 5.04(b) of the Sale and Servicing
Agreement.

          

          
            
              
                
                   

                  
                    	 	 	 
	 	 	 	 	 
	Dated:	 	 	 
	 	 	Name: 
      	 	 
	 	 	Title: 
      	Vice
    President	 
	 	 	 	 	 


                  

                

                 

                
                  
                    
                      
                        	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Name: 
      	 	 
	 	 	Title: 
      	Assistant
      Secretary	 
	 	 	 	 	 


                      

                    

                     

                  

                

              

            

             

          

           

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            SCHEDULE
E

             

            Statement
to Certificateholder

            pursuant
to Section 5.06(a)

             

            Payment Date: 
___________________________________________

             

            
              	
                      (1) 

                    	
                      Amount
      of principal being paid or
distributed:

                    


            

             

            
              	
                       
      

                    	
                      (a)

                    	
                      Class
      A-1 Notes:

                    


            

             

            
              	
                       
      

                    	
                      per
      $1,000 original principal amount:

                    


            

             

            
              	
                       
      

                    	
                      (b)

                    	
                      Class
      A-2 Notes:

                    


            

             

            
              	
                       
      

                    	
                      per
      $1,000 original principal amount:

                    


            

             

            
              	
                       
      

                    	
                      (c)

                    	
                      Class
      A-3 Notes:

                    


            

             

            
              	
                       
      

                    	
                      per
      $1,000 original principal amount:

                    


            

             

            
              	
                       
      

                    	
                      (d)

                    	
                      Class
      A-4 Notes:

                    


            

             

            
              	
                       
      

                    	
                      per
      $1,000 original principal amount:

                    


            

             

            
              	
                       
      

                    	
                      (e)

                    	
                      Certificate:

                    


            

             

            
              	
                       
      

                    	
                      per
      $1,000 original principal amount:

                    


            

             

            
              	
                       
      

                    	
                      (f)

                    	
                      Total:

                    


            

             

            
              	(2)	
                      (a) 

                    	
                      Amount
      of interest being paid or
distributed:

                    


            

             

            
              	
                       
      

                    	
                      (i)

                    	
                      Class
      A-1 Notes:

                    


            

            
              	
                       
      

                    	
                      per
      $1,000 original principal amount:

                    


            

             

            
              	
                       
      

                    	
                      (ii)

                    	
                      Class
      A-2 Notes:

                    


            

            
              	
                       
      

                    	
                      per
      $1,000 original principal amount:

                    


            

             

            
              	
                       
      

                    	
                      (iii)

                    	
                      Class
      A-3 Notes:

                    


            

            
              	
                       
      

                    	
                      per
      $1,000 original principal amount:

                    


            

             

            
              	
                       
      

                    	
                      (iv)

                    	
                      Class
      A-4 Notes:

                    


            

            
              	
                       
      

                    	
                      per
      $1,000 original principal amount:

                    


            

             

            
              	
                       
      

                    	
                      (v)

                    	
                      Total:

                    


            

             

            
              	
                      (3) 

                    	
                      (a)

                    	
                      Pool
      Balance at end of related Collection
Period:

                    


            

             

            
              	
                       
      

                    	
                      (b)

                    	
                      Note
      Value at end of related Collection
Period:

                    


            

             

            
              	
                       
      

                    	
                      (c)

                    	
                      Pool
      Face Amount at the end of related Collection
  Period:

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              
                	
                        (4)

                      	
                        After
      giving effect to distributions on this Payment
  Date:

                      


              

            

            
               

              
                	
                         
      

                      	
                        (a)

                      	
                        (i)

                      	
                        Outstanding
      principal amount of Class A-1
Notes:

                      


              

               

            

            
              	
                    	
                      (ii) 

                    	
                      A-1
      Note Pool Factor:

                    


            

             

            
              	
                       
      

                    	
                      (b)

                    	
                      (i)

                    	
                      Outstanding
      principal amount of Class A-2
Notes:

                    


            

             

            
              	
                       
      

                    	
                      (ii)

                    	
                      A-2
      Note Pool Factor:

                    


            

             

            
              	
                       
      

                    	
                      (c)

                    	
                      (i)

                    	
                      Outstanding
      principal amount of Class A-3
Notes:

                    


            

             

            
              	
                    	
                      (ii) 

                    	
                      A-3
      Note Pool Factor:

                    


            

             

            
              	
                       
      

                    	
                      (d)

                    	
                      (i)

                    	
                      Outstanding
      principal amount of Class A-4
Notes:

                    


            

             

            
              	
                       
      

                    	
                      (ii)

                    	
                      A-4
      Note Pool Factor:

                    


            

             

            
              	
                       
      

                    	
                      (e)

                    	
                      (i)

                    	
                      Certificate
      Balance:

                    


            

             

            
              	
                       
      

                    	
                      (ii)

                    	
                      Certificate
      Pool Factor:

                    


            

             

            
              	
                      (5)

                    	
                      (a)

                    	
                      Amount
      of Servicing Fee:

                    


            

            
              	
                    	
                      (i)

                    	
                      per
      $1,000 original principal amount of Notes and
  Certificate:

                    


            

             

            
              	
                    	
                      (b) 

                    	
                      Amount
      of Servicing Fee earned:

                    


            

             

            
              	
                    	
                      (c) 

                    	
                      Amount
      of Servicing Fee paid:

                    


            

             

            
              	
                    	
                      (d) 

                    	
                      Amount
      of Servicing Fee shortfall:

                    


            

             

            
              	
                      (6) 

                    	
                      Amount
      of Administration Fee:

                    


            

             

            
              	
                      (7) 

                    	
                      Amount
      paid to Indenture Trustee:

                    


            

             

            
              	
                      (8) 

                    	
                      Amount
      paid to Owner Trustee:

                    


            

             

            
              	
                      (9) 

                    	
                      Aggregate
      Purchase Amounts for Collection
Period:

                    


            

             

            
              	
                      (10) 

                    	
                      (i)

                    	
                      Amount
      in Reserve Account:

                    


            

             

            
              	
                       
      

                    	
                      (ii)

                    	
                      Specified
      Reserve Account Balance:

                    


            

             

            
              	
                      (11)

                    	
                      (i)

                    	
                      Face
      Amount of Receivables 60 days or more past
due:

                    


            

             

            
              
                	
                         

                      	
                        
                          (ii)

                        

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

                        

                      


              

            

             

            
              	(12)	
                      (i) 

                    	
                      Aggregate
      amount of net losses for the collection
period:

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                    	
                      (ii)

                    	
                      Cumulative amount of net
      losses:

                    


            

             

            
              	
                    	
                      (iii)

                    	
                      Cumulative net losses as a percent
      of initial Pool Balance (Cumulative Net LossRatio):

                    


            

             

             

             

             

             

             

             

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            

              SCHEDULE
F

               

              Statement
for Noteholders

               

              pursuant
to Section 5.06(a)

               

              Payment Date: 
____________________________________________________________

               

              
                	
                        (1) 

                      	
                        Before
      giving effect to distributions on this Payment
  Date:

                      


              

               

              
                	
                        (a) 

                      	
                        (i)  

                      	
                        outstanding
      principal amount of Class A-1
Notes:

                      


              

              
                
                  	
                        	
                          (ii) 

                        	
                          A-1
      Note Pool Factor

                        


                

              

               

              
                
                  	
                          (b)

                        	
                          (i) 

                        	
                          outstanding
      principal amount of Class A-2
Notes:

                        


                

              

              
                	
                      	
                        (ii) 

                      	
                        A-2
      Note Pool Factor

                      


              

               

              
                	
                        (c) 

                      	
                        (i)

                      	
                        outstanding
      principal amount of Class A-3
Notes:

                      


              

              
                	
                      	
                        (ii) 

                      	
                        A-3
      Note Pool Factor

                      


              

               

              
                	
                        (d)

                      	
                        (i)

                      	
                        outstanding
      principal amount of Class A-4
Notes:

                      


              

              
                	
                      	
                        (ii) 

                      	
                        A-4
      Note Pool Factor

                      


              

               

              
                	
                        (2) 

                      	
                        Amount
      of principal being paid on Notes:

                      


              

               

              
                	
                         
      

                      	
                        (a)

                      	
                        Class
      A-1 Notes:

                      


              

              
                	
                         
      

                      	
                        per
      $1,000 original principal amount:

                      


              

               

              
                	
                         
      

                      	
                        (b)

                      	
                        Class
      A-2 Notes:

                      


              

              
                	
                         
      

                      	
                        per
      $1,000 original principal amount:

                      


              

               

              
                	
                         
      

                      	
                        (c)

                      	
                        Class
      A-3 Notes:

                      


              

              
                	
                         
      

                      	
                        per
      $1,000 original principal amount:

                      


              

               

              
                	
                         
      

                      	
                        (d)

                      	
                        Class
      A-4 Notes:

                      


              

              
                	
                         
      

                      	
                        per
      $1,000 original principal amount:

                      


              

               

              
                	
                         
      

                      	
                        (e)

                      	
                        Total:

                      


              

               

              
                	(3)	
                        (a) 

                      	
                        Amount
      of interest being paid on Notes:

                      


              

               

              
                	
                         
      

                      	
                        (i)

                      	
                        Class
      A-1 Notes:

                      


              

              
                	
                         
      

                      	
                        per
      $1,000 original principal amount:

                      


              

               

              
                	
                         
      

                      	
                        (ii)

                      	
                        Class
      A-2 Notes:

                      


              

              
                	
                         
      

                      	
                        per
      $1,000 original principal amount:

                      


              

               

              
                	
                         
      

                      	
                        (iii)

                      	
                        Class
      A-3 Notes:

                      


              

              
                	
                         
      

                      	
                        per
      $1,000 original principal amount:

                      


              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

              
                	
                         
      

                      	
                        (iv)

                      	
                        Class
      A-4 Notes:

                      


              

              
                	
                         
      

                      	
                        per
      $1,000 original principal amount:

                      


              

               

              
                	
                         
      

                      	
                        (v)

                      	
                        Total:

                      


              

               

              
                	
                        (4)

                      	
                        (a) 

                      	
                        Pool
      Balance (excluding accrued
interest):

                      


              

               

              
                	
                      	
                        (i) 

                      	
                        at
      beginning of related Collection
Period:

                      


              

               

              
                	
                      	
                        (ii) 

                      	
                        at
      end of related Collection Period:

                      


              

               

              
                
                  	
                        	
                          (b) 

                        	
                          
                            
                            
Note
      Value:

                        


                

              

               

              
                	
                      	
                        (i) 

                      	
                        at
      beginning of related Collection
Period:

                      


              

               

              
                	
                      	
                        (ii) 

                      	
                        at
      end of related Collection Period:

                      


              

               

              
                	
                         
      

                      	
                        (c)

                      	
                        Pool
      Face Amount:

                      


              

               

              
                	
                      	
                        (i) 

                      	
                        at
      beginning of related Collection
Period:

                      


              

               

              
                	
                      	
                        (ii) 

                      	
                        at
      end of related Collection Period:

                      


              

               

              
                	
                        (5) 

                      	
                        After
      giving effect to distributions on this Payment
  Date:

                      


              

               

              
                	
                         
      

                      	
                        (a)

                      	
                        (i)

                      	
                        Outstanding
      principal amount of Class A-1
Notes:

                      


              

               

              
                	
                        (ii) 

                      	
                                  A-1
      Note Pool Factor:

                      


              

               

              
                	
                         
      

                      	
                        (b)

                      	
                        (i)

                      	
                        Outstanding
      principal amount of Class A-2
Notes:

                      


              

               

              
                	
                         
      

                      	
                        (ii)

                      	
                        A-2
      Note Pool Factor:

                      


              

               

              
                	
                         
      

                      	
                        (c)

                      	
                        (i)

                      	
                        Outstanding
      principal amount of Class A-3
Notes:

                      


              

               

              
                	
                      	
                        (ii) 

                      	
                        A-3
      Note Pool Factor:

                      


              

               

              
                	
                         
      

                      	
                        (d)

                      	
                        (i)

                      	
                        Outstanding
      principal amount of Class A-4
Notes:

                      


              

               

              
                	
                         
      

                      	
                        (ii)

                      	
                        A-4
      Note Pool Factor:

                      


              

               

              
                	
                         
      

                      	
                        (e)

                      	
                        (i)

                      	
                        Certificate
      Balance:

                      


              

               

              
                	
                      	
                        (ii) 

                      	
                        Certificate
      Pool Factor:

                      


              

               

              
                	
                        (6)

                      	
                        (a)

                      	
                        Amount
      of Servicing Fee:

                      


              

              
                	
                      	
                         
      

                      	
                        per
      $1,000 original principal amount of Notes and
  Certificate:

                      


              

               

              
                	
                      	
                        (b) 

                      	
                        Amount
      of Servicing Fee earned:

                      


              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	
                      	
                        (c) 

                      	
                        Amount
      of Servicing Fee paid:

                      


              

               

              
                	
                      	
                        (d) 

                      	
                        Amount
      of Servicing Fee shortfall:

                      


              

               

              
                	
                        (7) 

                      	
                        Amount
      of Administration Fee:

                      


              

               

              
                	
                        (8) 

                      	
                        Aggregate
      Purchase Amounts for Collection
Period:

                      


              

               

              
                	
                        (9)

                      	
                        (i) 

                      	
                        Amount
      in Reserve Account:

                      


              

               

              
                	
                         
      

                      	
                        (ii)

                      	
                        Specified
      Reserve Account Balance:

                      


              

               

              
                	
                        (10)

                      	
                        (i)

                      	
                        Face
      Amount of Receivables 60 days or more past
due:

                      


              

               

              
                	
                      	
                        (ii) 

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

                      


              

               

              
                	(11)	
                        (i) 

                      	
                        Aggregate
      amount of net losses for the collection
period:

                      


              

               

              
                	
                      	
                        (ii)

                      	
                        Cumulative amount of net
      losses:

                      


              

               

              
                	
                      	
                        (iii)

                      	
                        Cumulative net losses as a percent
      of initial Pool Balance (Cumulative Net Loss Ratio):

                      


              

               

            

          

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            SCHEDULE
G

             

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

             

            Payment
Date:  ____________________

             

            
              	
                      (i)

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

                    


            

             

            
              	
                      (ii)

                    	
                      Payment
      of Administration Fee to
      Administrator:  ____________________

                    


            

             

            
              	
                      (iii)

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

                    


            

             

            
              	
                      (iv)

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

                    


            

             

            
              	
                      (v)

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

                    


            

             

            
              	
                      (vi)

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

                    


            

             

            
              	
                      (vii) 

                    	
                      Deposit
      to Reserve
  Account:  ____________________

                    


            

             

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            APPENDIX
A

             

            Servicing
Criteria

             

            The
assessment of compliance to be delivered by the Indenture Trustee shall address
the criteria identified below.

            


            
              
                
                  	
                          Reference

                           

                        	
                          Servicing
      Criteria

                           

                        
	
                           

                          1122(d)(2)(ii)

                        	
                           

                          Disbursements
      made via wire transfer on behalf of an obligor or to an investor are made
      only by authorized personnel.

                        
	
                           

                          1122(d)(2)(iv)

                        	
                           

                          The
      related accounts for the transaction, such as cash reserve accounts or
      accounts established as a form of overcollateralization, are separately
      maintained (e.g., with respect to commingling of cash) as set forth in the
      transaction agreements.

                           

                        
	
                           

                          1122(d)(2)(v)

                        	
                           

                          Each
      custodial account is maintained at a federally insured depository
      institution as set forth in the transaction agreements. For purposes of
      this criterion, “federally insured depository institution” with respect to
      a foreign financial institution means a foreign financial institution that
      meets the requirements of Rule 13k-1(b)(1) of the Securities
      Exchange Act.

                           

                        
	
                           

                          1122(d)(3)(ii)

                        	
                           

                          Amounts
      due to investors are allocated and remitted in accordance with timeframes,
      distribution priority and other terms set forth in the transaction
      agreements.

                           

                        
	
                           

                          1122(d)(3)(iii)

                        	
                           

                          Disbursements
      made to an investor are posted within two business days to the Servicer’s
      investor records, or such other number of days specified in the
      transaction agreements.

                           

                        
	
                           

                          1122(d)(3)(iv)

                        	
                           

                          Amounts
      remitted to investors per the investor reports agree with cancelled
      checks, or other form of payment, or custodial bank
      statements.