SALE AND SERVICING AGREEMENT among JOHN DEERE OWNER TRUST 2023-C Issuing Entity JOHN DEERE RECEIVABLES LLC Seller and JOHN DEERE CAPITAL CORPORATION Servicer Dated as of September 19, 2023
Exhibit 99.2
among
Issuing Entity
XXXX DEERE RECEIVABLES LLC
Seller
and
XXXX DEERE CAPITAL CORPORATION
Servicer
Dated as of September 19, 2023
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Article XI
Asset Representations Review; Dispute Resolution; Investor Communications
SCHEDULES
SCHEDULE A–Schedule of Receivables
SCHEDULE B–Location of Receivable Files
SCHEDULE C–List of Fiscal Months
SCHEDULE D–Servicer’s Certificate
SCHEDULE E–Statement to Certificateholder
SCHEDULE F–Statement to Noteholders
SCHEDULE G–Payment and Deposit Instructions to Indenture Trustee
APPENDIX A–Servicing Criteria
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This SALE AND SERVICING AGREEMENT dated as of September 19, 2023, among JOHN DEERE OWNER TRUST 2023-C, a Delaware statutory trust (the “Issuing Entity”), XXXX DEERE RECEIVABLES LLC, a Nevada limited liability company (the “Seller”), and XXXX DEERE CAPITAL CORPORATION, a Delaware corporation (“JDCC” or the “Servicer”).
WHEREAS the Issuing Entity desires to purchase a portfolio of receivables arising in connection with agricultural and construction equipment retail installment sale and loan contracts generated by JDCC in the ordinary course of business;
WHEREAS the Seller has purchased such receivables from JDCC and desires to sell such receivables to the Issuing Entity; and
WHEREAS JDCC desires to service such receivables.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:
“Account Bank” means a bank or trust company that qualifies as an Eligible Institution and holds the Trust Accounts. The initial Account Bank shall be U.S. Bank National Association, in its role as Securities Intermediary under Section 8.03(d) of the Indenture.
“Administration Agreement” means the Administration Agreement dated as of September 19, 2023, among the Trust, JDCC, as Administrator, and U.S. Bank Trust Company, National Association, as indenture trustee, as the same may be amended and supplemented from time to time.
“Administration Fee” means the fee payable to the Administrator pursuant to Section 3 of the Administration Agreement.
“Administrator” means the administrator under the Administration Agreement.
“ADR Proceeding” means either a binding arbitration or a mediation (including non-binding arbitration).
“Agreement” means this Sale and Servicing Agreement, as the same may be amended and supplemented from time to time.
“Amount Financed” with respect to a Receivable means the amount advanced under the Receivable toward the purchase price of the related Financed Equipment and any related costs.
“Annual Percentage Rate” or “APR” of a Receivable means the fixed annual rate of finance charges specified in the related Contract.
“Arbitration Rules” means FINRA’s Code of Arbitration Procedure and Code of Mediation Procedure.
“ARR Receivable” means a Receivable as to which the related Obligor is 60 days or more delinquent in payments due and owed as of the end of the Collection Period immediately preceding the date on which the requisite percentage of Noteholders and Note Owners have voted to direct an Asset Representations Review.
“Asset Representations Review” means, following the occurrence of a Delinquency Trigger, the review of the ARR Receivables to be undertaken by the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement.
“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of September 19, 2023, among the Asset Representations Reviewer, the Issuing Entity and the Servicer.
“Asset Representations Review Fee” means the fee payable to the Administrator pursuant to Section 4.01(b) of the Asset Representations Review Agreement.
“Asset Representations Reviewer” means Xxxxxxx Fixed Income Services LLC, or any successor Asset Representations Reviewer under the Asset Representations Review Agreement.
“Certificate” means the Certificate (as defined in the Trust Agreement).
“Certificate Distribution Account” has the meaning assigned to such term in the Trust Agreement.
“Certificateholder” has the meaning assigned to such term in the Trust Agreement.
“Class A-1 Note Final Payment Date” means September 16, 2024.
“Class A-1 Note Interest Rate” means a rate per annum equal to 5.650%.
“Class A-1 Notes” means the Class A-1 Notes (as defined in the Indenture).
“Class A-2 Note Final Payment Date” means August 17, 2026.
“Class A-2 Note Interest Rate” means a rate per annum equal to 5.76%.
“Class A-2 Notes” means the Class A-2 Notes (as defined in the Indenture).
“Class A-3 Note Final Payment Date” means May 15, 2028.
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“Class A-3 Note Interest Rate” means a rate per annum equal to 5.48%.
“Class A-3 Notes” means the Class A-3 Notes (as defined in the Indenture).
“Class A-4 Note Final Payment Date” means August 15, 2030.
“Class A-4 Note Interest Rate” means a rate per annum equal to 5.39%.
“Class A-4 Notes” means the Class A-4 Notes (as defined in the Indenture).
“Closing Date” means September 19, 2023.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Collection Account” means the account designated as such, established and maintained pursuant to Section 5.01.
“Collection Period” means, with respect to the first Payment Date, the period from and excluding the Cut-off Date through the Fiscal Month ending on September 24, 2023 and, with respect to each subsequent Payment Date, the Fiscal Month ending immediately preceding such Payment Date. Any amount stated “as of the close of business on the last day of a Collection Period” shall give effect to the following calculations as determined as of the end of the day on such last day: (1) all applications of collections and (2) all distributions to be made on the following Payment Date.
“Commission” means the United States Securities and Exchange Commission.
“Contract” means an agricultural or construction equipment retail installment sale or loan contract.
“Corporate Trust Office” means the office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at 000 Xxxxx XxXxxxx Xxxxxx, 0xx Floor, Mail Code MK-IL-SL7R, Chicago, IL 60603, Attention: JDOT 2023-C; 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 July 30, 2023.
“Dealer” means the dealer who sold an item of Financed Equipment securing a Receivable.
“Deere” means Deere & Company, a Delaware corporation, and its successors.
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“Delinquent” means a Scheduled Payment determined by the Servicer to be past due in accordance with its normal practices, subject to Article IV relating to the administration and servicing of the Receivables.
“Delinquency Trigger” shall mean, with respect to a Collection Period, when (1) the ratio, expressed as a percentage, of (x) the Payoff Amount of all Receivables that are 60 or more days Delinquent as of the last day of such Collection Period (excluding Purchased Receivables and Liquidated Receivables) and (y) the Pool Balance as of the last day of such Collection Period, exceeds (2) the Delinquency Trigger Percentage.
“Delinquency Trigger Percentage” equals 14.60%.
“Delivery” when used with respect to Trust Account Property the perfection and priority in which is governed by Article 8 of the UCC or the Federal Book-Entry Regulations means:
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“Depositor” means the Seller in its capacity as Depositor under the Trust Agreement.
“Determination Date” means, with respect to any Payment Date, the second Business Day prior to such Payment Date.
“Eligible Deposit Account” means either (a) a segregated trust account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and holding such funds deposited in such account for the indenture trustee, so long as any of the unsecured debt obligations of such depository institution shall have
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a credit rating of at least “F1” or “A” from Fitch and a credit rating from each other Rating Agency in one of its generic rating categories which signifies investment grade.
“Eligible Institution” means (a) the corporate trust department of the Indenture Trustee, the Paying Agent or the Securities Intermediary; provided that the Indenture Trustee, the Paying Agent or the Securities Intermediary, as applicable, shall have a short-term issuer rating of at least “F1” from Fitch and its equivalent from each of the other Rating Agencies or a long-term issuer rating of at least “A” from Fitch and its equivalent from each of the other Rating Agencies or (b) a depository institution organized under the laws of the United States of America or any State or the District of Columbia (or any domestic branch of a foreign bank) with respect to which the Rating Agency Condition shall be satisfied and whose deposits are insured by the FDIC. If so qualified, the Indenture Trustee, the Owner Trustee, U.S. Bank Trust Company, National Association, U.S. Bank National Association, acting as Account Bank, or Computershare Delaware Trust Company may be considered an Eligible Institution for the purposes of clause (b) of this definition.
“Eligible Investments” mean book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:
(a)direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;
(b)demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or State banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies, in the highest investment category granted thereby;
(c)commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category granted thereby;
(d)investments in money market mutual funds having a rating at the time of such investment of no less than the highest rating applicable thereto by each of the Rating Agencies (including funds for which the Indenture Trustee or the Owner Trustee or any of their respective Affiliates is investment manager or advisor);
(e)bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;
(f)repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof, the obligations of which are backed by the full faith and credit of the
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United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b);
(g)any other investment that would be an Eligible Investment solely by virtue of clause (b), (c), (d), (e) or (f) and has a remaining maturity of more than 30 days at the time of its acquisition by the Indenture Trustee, if the long-term unsecured debt rating of the obligor on such investment is at least “A1” by Xxxxx’x and at least “F1+” or “AA-” by Fitch; and
(h) any other investment with respect to which the Rating Agency Condition is satisfied.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Exchange Act Reports” means information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
“FDIC” means the Federal Deposit Insurance Corporation.
“Financed Equipment” means an item of agricultural or construction equipment, together with all accessions thereto, which was purchased by an Obligor pursuant to the terms of the related Contract and securing such Obligor’s indebtedness under the respective Receivable.
“FINRA” means the Financial Industry Regulatory Authority, Inc.
“Fiscal Month” means a fiscal month specified in Schedule C, as may be amended from time to time by the delivery by the Servicer to the Seller, the Owner Trustee and the Indenture Trustee of a new Schedule C hereto listing the fiscal months; provided, however, that the fiscal months on any such new Schedule C shall have the ranges of number of days generally similar to the ranges of the number of days in the fiscal months set forth in the original Schedule C hereto and shall not result in a Collection Period that does not allow the Servicer a sufficient amount of time to perform the calculations required of it hereunder in respect of such Collection Period prior to the related Determination Date.
“Fitch” means Fitch Ratings, Inc., or its successor.
“Form 10-D Disclosure Item” shall mean with respect to any Person, any litigation or governmental proceedings pending against such Person, or any of the Trust, the Depositor, the Indenture Trustee, the Owner Trustee or the Servicer if such Person has actual knowledge thereof, in each case that would be material to the Noteholders.
“Form 10-K Disclosure Item” shall mean with respect to any Person, (a) any Form 10-D Disclosure Item and (b) any affiliations or relationships between such Person and any Item 1119 Party to the extent such Person has actual knowledge thereof.
“Indenture” means the Indenture dated as of September 19, 2023, between the Issuing Entity and the Indenture Trustee, as the same may be amended and supplemented from time to time.
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“Indenture Trustee” means U.S. Bank Trust Company, National Association solely in its capacity as indenture trustee under the Indenture and not in its individual capacity, its successors in interest and any successor indenture trustee under the Indenture.
“Initial Pool Balance” means the Pool Balance as of the Cut-off Date, which is $1,416,113,903.89.
“Insolvency Event” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable Federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable Federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.
“Insolvency Proceeds” shall have the meaning set forth in Section 9.01(b).
“Investment Earnings” means, with respect to any Payment Date, the investment earnings (net of losses and investment expenses) on amounts on deposit in the Trust Accounts to be deposited into the Collection Account on such Payment Date pursuant to Section 5.01(b).
“Item 1119 Party” shall mean the parties specified in Item 1119 of Regulation AB, which are the Issuing Entity, the Seller, JDCC, as the sponsor (as defined in Item 1101(l) of Regulation AB), the Servicer, the Sub-Servicer, the Indenture Trustee, the Asset Representations Reviewer, each Subcontractor and the Owner Trustee.
“JDCC” means Xxxx Deere Capital Corporation, a Delaware corporation, and its successors.
“JDCC System” shall mean the technology system used by the Seller comprised of proprietary and third party software, hardware and other related technology materials that permit the origination of electronic contracts entered into in connection with the sale of equipment and evidenced by a record or records consisting of information stored in an electronic medium and maintained in such system.
“Lien” means a security interest, lien, charge, pledge, equity or encumbrance of any kind, other than tax liens, mechanics’ liens and any liens which attach to the respective Receivable by operation of law as a result of any act or omission by the related Obligor.
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“Liquidated Receivable” means any Receivable liquidated by the Servicer through the sale or other disposition of the Financed Equipment or which the Servicer has determined to charge-off without realizing upon the Financed Equipment.
“Liquidation Proceeds” means, with respect to any Liquidated Receivable, the moneys collected in respect thereof, from whatever source (including the proceeds of insurance policies with respect to the related Financed Equipment or Obligor but excluding any amounts from Dealer reserves) on a Liquidated Receivable during the Fiscal Month in which such Receivable became a Liquidated Receivable, net of the sum of any amounts expended by the Servicer in connection with such liquidation and any amounts required by law to be remitted to the Obligor on such Liquidated Receivable.
“Moody’s” means Xxxxx’x 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 9.05%. For purposes of calculating Note Value, in the case of a defaulted Receivable: (a) prior to the time at which such defaulted Receivable becomes a Repossessed Receivable or a 180-day Receivable, the Scheduled Payments on such Receivable will be computed based on the amounts that would have been the Scheduled Payments had such default not occurred; (b) at the earlier of the time at which such defaulted Receivable becomes a Repossessed Receivable or a 180-day Receivable, the amount added to the Note Value with respect to such Receivable will be the estimated realizable value of such Receivable, as determined by the Servicer in accordance with its normal servicing procedures and (c) after the time such defaulted Receivable becomes a Liquidated Receivable, and after the payment of a Purchase Amount in respect of a Purchased Receivable, there shall be deemed to be no Scheduled Payments due on such Receivable.
“Noteholders’ Distributable Amount” means, with respect to any Payment Date, the sum of (a) the accrued and unpaid interest on the Notes for such Payment Date and (b) the Note Monthly Principal Distributable Amount.
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“Notes” means the Class A-1 Notes, the Class A-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 Computershare Delaware Trust Company in its capacity as Owner Trustee under the Trust Agreement, its successors in interest and any successor owner trustee under the Trust Agreement.
“Panel” has the meaning assigned thereto in 11.02(c)(i).
“Payment Date” means the 15th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing October 16, 2023.
“Payoff Amount” means with respect to a Receivable as of the close of business on the last day of a Collection Period, the remaining principal balance of such Receivable, plus accrued but unpaid interest thereon, and related fees.
“Pool Balance” means, as of the close of business on the last day of a Collection Period, the aggregate Principal Balance of the Receivables (excluding Purchased Receivables and Liquidated Receivables) less the aggregate Write-Down Amount as of the last day of such Collection Period.
“Principal Balance” of a Receivable, as of the close of business on the last day of a Collection Period, means the Amount Financed minus the sum of (i) that portion of all Scheduled Payments paid on or prior to such day allocable to principal using the actuarial method, (ii) any payment of the Purchase Amount with respect to the Receivable purchased by the Servicer or repurchased by the Seller and allocable to principal, and (iii) any prepayment in full or any partial prepayments applied to reduce the Principal Balance of the Receivable.
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“Principal Xxxxxxxxx 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 September 19, 2023, between the Seller and JDCC, as the same may be amended and supplemented from time to time.
“Purchase Amount” means with respect to a Receivable, the amount, as of the close of business on the last day of a Collection Period, required to prepay in full the Receivable under the terms thereof including interest to the last day of such Collection Period.
“Purchased Receivable” means a Receivable purchased as of the close of business on the last day of a Collection Period by the Servicer pursuant to Section 4.07 or repurchased as of such time by the Seller pursuant to Section 3.02.
“Rating Agencies” means Moody’s and Fitch. If no such organization or successor is in existence, “Rating Agency” shall be a nationally recognized statistical rating organization or other comparable Person designated by the Seller, notice of which designation shall be given to the Indenture Trustee, the Owner Trustee, the Servicer, and the Administrator.
“Rating Agency Condition” means, with respect to any action, (A) in the case of Moody’s, that Moody’s shall have been given 10 days (or such shorter period that is acceptable to Moody’s) prior notice thereof and that Moody’s shall have notified the Seller, the Servicer, the Owner Trustee and the Indenture Trustee in writing that such action will not result in a reduction or withdrawal of the then-current rating of the Notes and (B) in the case of Fitch, that Fitch shall have been given 10 Business Days’ (or such shorter period that is acceptable to Fitch) prior written notice thereof.
“Receivable” means any retail installment sale or loan contract listed on Schedule A hereto.
“Receivable Files” means the documents specified in Section 3.03.
“Recoveries” means, with respect to any Liquidated Receivable, monies collected in respect thereof, from whatever source (other than any amounts from Dealer reserves) after the Fiscal Month in which such Receivable became a Liquidated Receivable, net of the sum of any amounts expended by the Servicer for the account of the Obligor and any amounts required by law to be remitted to the Obligor.
“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time,
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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) and Asset-Backed Securities and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57.184 (Sept. 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
“Regulation RR” means 17 C.F.R. Part 246, as such may be amended from time to time, and subject to such clarification and interpretation as may be provided by the Commission or its staff from time to time.
“Regulation S-X” means Regulation S-X, 17 C.F.R. §§210.1-01-210.12-29, as such may be amended from time to time, and subject to such clarification and interpretation as may be provided by the Commission or its staff from time to time.
“Reportable Event” shall mean any event required to be reported on Form 8-K, and in any event, the following:
(a)entry into a definitive agreement related to the Trust, the Notes or the Receivables, or an amendment to a transaction document, even if the Depositor is not a party to such agreement (e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(3) of Regulation AB);
(b)termination of a transaction document (other than by expiration of the agreement on its stated termination date or as a result of all parties completing their obligations under such agreement), even if the Depositor is not a party to such agreement (e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(3) of Regulation AB);
(c)with respect to the Servicer only, the occurrence of a Servicer Default;
(d)the resignation, removal, replacement or substitution of the Indenture Trustee or the Owner Trustee;
(e)with respect to the Indenture Trustee only, a required distribution to holders of the Notes is not made as of the required Payment Date under the Indenture; and
(f)with respect to the Servicer only, if the Servicer becomes aware of any bankruptcy or receivership of the Seller, the Depositor, the Indenture Trustee, the Owner Trustee, any enhancement or support provider contemplated by Item 1114(b) or 1115 of Regulation AB, or other material party contemplated by Item 1101(d)(1) of Regulation AB.
“Reporting Subcontractor” shall mean any Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB.
“Repossessed Receivable”, with respect to any Collection Period, means any defaulted Receivable as to which the Financed Equipment securing such defaulted Receivable has been repossessed by the last day of such Collection Period.
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“Repurchase Request” shall mean a request from the Indenture Trustee or any Noteholder to JDCC or the Seller requesting the repurchase of a Receivable pursuant to the terms of this Agreement, which request shall set forth (i) each Receivable that is subject to the Repurchase Request, (ii) the specific representation or warranty contained in Section 3.01 hereof or Section 3.02(b) of the Purchase Agreement it alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interests of the Noteholders or the Issuing Entity in such Receivable.
“Repurchase Response Notice” shall mean a notice delivered by the Depositor or Sponsor to the Indenture Trustee for further delivery by the Indenture Trustee to a Noteholder or Note Owner indicating that a Repurchase Request is unresolved and informing such Noteholder or Note Owner that it has 30 days from the date of such notice to refer the matter to dispute resolution.
“Requesting Noteholders” has the meaning assigned thereto in Section 12.01 of the Indenture.
“Requesting Party” has the meaning assigned thereto in Section 3.02.
“Reserve Account” means the account designated as such, established and maintained pursuant to Section 5.01.
“Reserve Account Initial Deposit” means, with respect to the Closing Date, $13,054,294.10.
“Review Report” has the meaning assigned thereto in the Asset Representations Review Agreement.
“Scheduled Payment” on a Receivable, means the scheduled periodic payment of principal and, if applicable, interest required to be made by the Obligor.
“Seller” means Xxxx Deere Receivables LLC, a Nevada limited liability company, and its successors in interest to the extent permitted hereunder.
“Servicer” means JDCC, as the servicer of the Receivables, and each successor to JDCC (in the same capacity) pursuant to Section 7.03 or 8.02.
“Servicer Default” means an event specified in Section 8.01.
“Servicer’s Certificate” means an Officers’ Certificate of the Servicer delivered pursuant to Section 4.09, substantially in the form of Schedule D.
“Servicing Criteria” shall mean the “servicing criteria” set forth in Item 1122(d) of Regulation AB.
“Servicing Fee” means the fee payable to the Servicer for services rendered during the respective Collection Period, determined pursuant to Section 4.08.
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“Servicing Fee Rate” means 1.00% per annum.
“Specified Reserve Account Balance” means, except as otherwise provided in the following paragraph, with respect to any Payment Date, $13,054,294.10, which is 1.00% of the initial Note Value.
Upon the final distribution on the Certificate, the Specified Reserve Account Balance shall be zero. The Specified Reserve Account Balance may be reduced or the definition otherwise modified without the consent of the Noteholders and the Certificateholder, provided that the Rating Agency Condition is satisfied and provided, further, that the Owner Trustee obtains an Opinion of Counsel confirming that the reduction or modification will not change the tax classification of the Notes as indebtedness, and provided, further, that the reduction of the Specified Reserve Account Balance or other modification to such definition is not prohibited by Regulation RR.
“Standard & Poor’s” means S&P Global Ratings, or any successor to the business thereof.
“Subcontractor” shall mean any vendor, subcontractor or other Person that is not responsible for the overall servicing of Receivables but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Receivables under the direction or authority of the Indenture Trustee.
“Sub-Servicer” means Deere Credit Services, Inc., a Delaware corporation, and each successor to Deere Credit Services, Inc. (in the same capacity) pursuant to Section 4.14.
“Total Distribution Amount” means, for each Payment Date, the sum of the aggregate collections in respect of Receivables (including Liquidation Proceeds and Purchase Amounts) received during the related Collection Period, plus Investment Earnings.
“Transfer Date” means, with respect to any Payment Date, the Business Day preceding such Payment Date.
“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.
“Trust” means the Issuing Entity.
“Trust Account Property” means the Trust Accounts, all amounts and investments held from time to time in any Trust Account (whether in the form of deposit accounts, book entry securities, uncertificated securities or otherwise), including the Reserve Account Initial Deposit, and all proceeds of the foregoing.
“Trust Accounts” has the meaning assigned thereto in Section 5.01(b).
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“Trust Agreement” means the Trust Agreement dated as of September 18, 2023, between the Seller and the Owner Trustee, as the same may be amended and supplemented from time to time.
“Trust Estate” means the Trust Estate (as defined in the Indenture).
“Trust Officer” means, in the case of the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee who shall have direct responsibility for the administration of the Indenture, including any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and, with respect to the Owner Trustee, any officer in the Corporate Trust Services Department of the Owner Trustee with direct responsibility for the administration of the Trust Agreement and the Basic Documents on behalf of the Owner Trustee.
“UCC” means the Uniform Commercial Code.
“Write-Down Amount” means, for any Collection Period for any 180-day Receivable or Repossessed Receivable, the excess of (a) the Principal Balance plus accrued and unpaid interest of such Receivable as of the last day of the Collection Period during which such Receivable became a 180-day Receivable or Repossessed Receivable, as the case may be, over (b) the estimated realizable value of such Receivable, as determined by the Servicer in accordance with its normal servicing procedures for the related Collection Period, which amount may be adjusted to zero by the Servicer in accordance with its normal servicing procedures if such Receivable has ceased to be a 180-day Receivable as provided in the definition of “180-day Receivable.”
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(a) | all right, title and interest of the Seller in and to the Receivables, and all moneys due thereon after the Cut-off Date; |
(b) | the interest of the Seller in the security interests in the Financed Equipment granted by Obligors pursuant to the Receivables and any other interest of the Seller in the Financed Equipment; |
(c) | the interest of the Seller in any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Equipment or Obligors; |
(d) | all right, title and interest of the Seller in and to the Purchase Agreement, including the right of the Seller to cause JDCC to repurchase Receivables from the Seller under certain circumstances; and |
(e) | the proceeds of any and all of the foregoing. |
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any obligations owing to it under the Receivables, (ii) any rights it may have in any property as security for any Receivable other than the rights relating to the related Financed Equipment and the proceeds thereof and (iii) any rights it may have to apply moneys received under a receivable that was not sold to the Issuing Entity pursuant to Section 2.01. Notwithstanding anything to the contrary contained herein, the foregoing in no way constitutes a waiver, release or termination of any of the rights of the Issuing Entity with respect to the Financed Equipment and the rights related to the Financed Equipment.
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adversely affects the interest of the Issuing Entity or the Noteholders in such Receivable, as of such last day (or, at the Seller’s option, the last day of the first month following the month of the discovery). In consideration of the repurchase of the Receivable, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.03; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of JDCC’s representations and warranties pursuant to Section 3.02(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from JDCC. For the avoidance of doubt, the Indenture Trustee’s obligations with respect to any Repurchase Request shall be limited as set forth in Section 12.03 of the Indenture.
In addition, if the Seller or JDCC receives a Repurchase Request from any Noteholder or from the Indenture Trustee, the Seller shall evaluate such request, and if the request has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased within 180 days after the receipt of such request by JDCC or the Seller, as applicable (which if sent by a Noteholder to the Indenture Trustee, will be forwarded by the Indenture Trustee to the Seller and JDCC), the party making the Repurchase Request (the “Requesting Party”) may refer the Repurchase Request to an ADR Proceeding, at its discretion, pursuant to Section 11.02 by filing in accordance with the applicable Arbitration Rules and providing a notice to the Seller and JDCC. The Servicer shall deliver a Repurchase Response Notice to the Indenture Trustee at the end of such 180-day period, and, if the Requesting Party was a Noteholder, the Indenture Trustee shall forward the Repurchase Response Notice to the Requesting Party. Any election to refer a Repurchase Request to an ADR Proceeding must be delivered to the Seller and JDCC (i) within the applicable statute of limitations period and (ii) within 30 days of the delivery by the Servicer of the Repurchase Response Notice.
Subject to the provisions of Section 6.03 and Section 11.02, the only remedy of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholder with respect to a breach of representations and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein or to enforce JDCC’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. None of the Servicer, the Issuing Entity, the Owner Trustee, the Indenture Trustee or the Administrator shall have a duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section or to monitor repurchase activity or to independently determine whether a Repurchase Request remains unresolved after 180 days. Any action by the Indenture Trustee as Requesting Party under Sections 3.02 and 11.02 of this Agreement shall be subject to the provisions of Section 12.03 of the Indenture.
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(a) | (i) in the case of each Receivable constituting “tangible chattel paper” (as defined in Section 9-102(a)(78) of the UCC), the fully-executed original of such Receivable or (ii) in the case of each Receivable constituting “electronic chattel paper” (as defined in Section 9-102(a)(31) of the UCC), the “authoritative copy” (within the meaning of Section 9-105 of the UCC) of such Receivable; |
(b) | the original or a copy of the credit application fully executed by the Obligor; |
(c) | the original certificate of title (or a secured party copy thereof), the file-stamped copy of the UCC financing statement or such other documents that the Seller or JDCC shall keep on file, in accordance with its customary procedures, evidencing the security interest of Deere & Company or an affiliate of Deere & Company in the Financed Equipment; and |
(d) | any and all other documents that JDCC or the Seller shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or Financed Equipment. |
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The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” (within the meaning of Section 9-105 of the UCC) of the Receivables constituting electronic chattel paper, (a) if the Servicer’s appointment as custodian
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has been terminated in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer as provided in Section 10.02(f) or (b) otherwise, unless otherwise instructed by the Indenture Trustee, an authorized representative of JDCC shall use commercially reasonable efforts to convert the “authoritative copy” into tangible form by permanently removing such authoritative copy from the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original.” Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the possession of the Indenture Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate. The Servicer shall pay the fees of any other Person acting as custodian of the Receivables Files.
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as it follows with respect to all comparable equipment receivables that it services for itself or others. In connection therewith, the Servicer may grant extensions, rebates or adjustments on a Receivable in accordance with its customary collection procedures with respect to all comparable equipment receivables that it services for itself or others; provided, however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond July 7, 2029, it shall promptly purchase the Receivable from the Issuing Entity in accordance with the terms of Section 4.07; provided, further, that the Servicer shall not extend the final Scheduled Payment for the sole purpose of purchasing the Receivables from the Issuing Entity. The Servicer may, in its discretion, waive any additional interest above the related APR due on late Scheduled Payments or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate on any Receivable and shall not agree to waive the repayment of the Amount Financed, or any portion thereof, on a Receivable. Notwithstanding anything in this Agreement to the contrary, any Recoveries shall be paid to the Seller and the related Liquidated Receivable shall be assigned by the Trust to the Seller.
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Indenture Trustee, the Certificateholder or the Noteholders in such Receivables, nor shall the Servicer increase the number of scheduled payments due under a Receivable except in accordance with the terms thereof or the terms of Section 4.02.
So long as JDCC is the Servicer, it shall do all things necessary to retain “control” within the meaning of Section 9-105 of the UCC of each Receivable constituting “electronic chattel paper” as defined in Section 9-102(a)(31) of the UCC, including maintaining in place the JDCC System and all related policies and procedures and taking all action in compliance with such policies and procedures, as described in the factual assumptions set forth in the opinion letter of Xxxxxxxx & Xxxxx LLP dated September 19, 2023, addressing the issue of perfection by control of electronic chattel paper.
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Sections 5.04 and 5.05 for the Collection Period preceding the date of such Servicer’s Certificate, and (ii) a statement as to whether or not a Delinquency Trigger has occurred in respect of the related Collection Period, and, if such trigger has occurred, together with reasonably detailed calculations thereof. Neither the Owner Trustee nor the Indenture Trustee shall be required to determine, confirm or recalculate the information contained in the Servicer’s Certificate.
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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.
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Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of the Indenture, the Indenture Trustee shall mail to each Person who at any time during such calendar year shall have been a Noteholder and received any payment thereon, a statement containing the amounts described in subclauses (i) and (ii) of Section 5.06(a) (other than information relating to the Note Interest Rates) above and any other information required by applicable tax laws, for the purposes of such Noteholder’s preparation of Federal income tax returns.
The Indenture Trustee shall only be required to provide to the Noteholders the information furnished to it by the Servicer.
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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) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b) or (c) above.
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Receivables to the Issuing Entity and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
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(i) The Servicer shall pay the expenses associated with replacing the Indenture Trustee with a successor indenture trustee, unless the removal of the Indenture Trustee is a result of the willful misconduct, negligence or bad faith of the Indenture Trustee as determined by a final non-appealable order by a court of competent jurisdiction, in which case the removed Indenture Trustee will be responsible for such expenses.
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For purposes of this Section 7.02, in the event of the termination of the rights and obligations of JDCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.
Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation and any costs of enforcement of the Servicer’s indemnification obligation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.
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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.
(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 |
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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 under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all relevant documents, data and cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable and the successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so deliver. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer (including any such transfer effected in accordance with Section 10.02(f)) and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a
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Servicer Default, the Owner Trustee shall give notice thereof to the Administrator, which shall make such notice available to the Rating Agencies.
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Any investments on deposit in the Reserve Account and the Note Distribution Account which will not mature on or before such Payment Date shall be sold by the Indenture 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.
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downgrading or withdrawal of the then-current rating of any class of the Notes or the Certificate, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment.
This Agreement may also be amended from time to time, with 10 days prior written notice made available to each of the Rating Agencies by the Administrator, by the Seller, the Servicer and the Owner Trustee, with the consent of the Indenture Trustee, the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holder of the Certificate, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or remove the consent right of the Holder of the Certificate, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and the consent of the Certificateholder, as applicable.
Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder.
It shall not be necessary for the consent of the Certificateholder or the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.
Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 10.02(j)(1) and that all conditions precedent have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.
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(1)promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary to fully preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(2)within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.
Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.
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system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any other similar state laws based on the Uniform Electronic Transactions Act, and this Agreement shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC, in each case to the extent applicable (collectively, “Signature Law”). Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings and authentication of securities when required under the UCC or other Signature Law due to the character or intended character of the writings.
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provided that in each case, the Panel may modify such time limits if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the parties.
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provided that in each case, the Panel may modify such time limits if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.
| | ||
| | | |
| | By: | Computershare Delaware Trust Company, not in its individual capacity but solely as Owner Trustee on behalf of the Trust, |
| | | |
| | By: | /s/ Xxxxx X. XxXxxx |
| | | Name: Xxxxx X. XxXxxx |
| | Title: Vice President | |
| | | |
| | | |
| | XXXX DEERE RECEIVABLES LLC, Seller | |
| | | |
| | By: | /s/ Xxxxx X. Xxxx |
| | | Name: Xxxxx X. Xxxx |
| | | Title: Assistant Secretary and Assistant Treasurer |
| | | |
| | | |
| | XXXX DEERE CAPITAL CORPORATION, Servicer, | |
| | | |
| | By: | /s/ Xxxxx X. Xxxx |
| | | Name: Xxxxx X. Xxxx |
| | | Title: Assistant Secretary and Assistant Treasurer |
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Acknowledged, Accepted and Agreed:
Computershare Delaware Trust Company,
not in its individual capacity but solely
as Owner Trustee,
By: /s/ Xxxxx X. XxXxxx
Name: Xxxxx X. XxXxxx
Title: Vice President
Acknowledged, Accepted and Agreed:
U.S. Bank Trust Company, National Association,
not in its individual capacity but solely
as Indenture Trustee,
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Assistant Vice President
Acknowledged, Accepted and Agreed:
U.S. Bank National Association,
not in its individual capacity but solely
as Account Bank, with respect to Article V
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Assistant Vice President
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SCHEDULE A
Schedule of Receivables
Documents on file at:
Xxxxxxxx & Xxxxx LLP
000 Xxxxx XxXxxxx Xxxxxx
Chicago, Illinois 60654
SCHEDULE B
Location of Receivable Files
0000 XX 00xx Xxxxxx
Xxxxxxxx, Xxxx 00000
SCHEDULE C
LIST OF FISCAL MONTHS
FISCAL MONTH CUTOFF DATES (BY FISCAL YEAR)
Fiscal Month | Calendar Month | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 |
1 | November | 27-Nov-22 | 26-Nov-23 | 24-Nov-24 | 30-Nov-25 | 29-Nov-26 | 28-Nov-27 | 26-Nov-28 | 25-Nov-29 |
2 | December | 25-Dec-22 | 24-Dec-23 | 22-Dec-24 | 28-Dec-25 | 27-Dec-26 | 26-Dec-27 | 24-Dec-28 | 23-Dec-29 |
3 | January | 29-Jan-23 | 28-Jan-24 | 26-Jan-25 | 1-Feb-26 | 31-Jan-27 | 30-Jan-28 | 28-Jan-29 | 27-Jan-30 |
4 | February | 26-Feb-23 | 25-Feb-24 | 23-Feb-25 | 1-Mar-26 | 28-Feb-27 | 27-Feb-28 | 25-Feb-29 | 24-Feb-30 |
5 | March | 26-Mar-23 | 24-Mar-24 | 23-Mar-25 | 29-Mar-26 | 28-Mar-27 | 26-Mar-28 | 25-Mar-29 | 24-Mar-30 |
6 | April | 30-Apr-23 | 28-Apr-24 | 27-Apr-25 | 3-May-26 | 2-May-27 | 30-Apr-28 | 29-Apr-29 | 28-Apr-30 |
7 | May | 28-May-23 | 26-May-24 | 25-May-25 | 31-May-26 | 30-May-27 | 28-May-28 | 27-May-29 | 26-May-30 |
8 | June | 25-Jun-23 | 23-Jun-24 | 22-Jun-25 | 28-Jun-26 | 27-Jun-27 | 25-Jun-28 | 24-Jun-29 | 23-Jun-30 |
9 | July | 30-Jul-23 | 28-Jul-24 | 27-Jul-25 | 2-Aug-26 | 1-Aug-27 | 30-Jul-28 | 29-Jul-29 | 28-Jul-30 |
10 | August | 27-Aug-23 | 25-Aug-24 | 24-Aug-25 | 30-Aug-26 | 29-Aug-27 | 27-Aug-28 | 26-Aug-29 | 25-Aug-30 |
11 | September | 24-Sept-23 | 22-Sept-24 | 28-Sept-25 | 27-Sept-26 | 26-Sep-27 | 24-Sep-28 | 23-Sep-29 | 22-Sep-30 |
12 | October | 29-Oct-23 | 27-Oct-24 | 2-Nov-25 | 1-Nov-26 | 31-Oct-27 | 29-Oct-28 | 28-Oct-29 | 27-Oct-30 |
SCHEDULE D
Servicer’s Certificate
The undersigned hereby certify that (i) they are, respectively, a duly elected Senior Vice President and Assistant Secretary of Xxxx 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 September 19, 2023 between John Deere Owner Trust 2023-C, John Deere Receivables LLC and Xxxx Deere Capital Corporation.
Dated:
Name:
Title: Senior 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: |
(b) | Class A-2 Notes: |
(c) | Class A-3 Notes: |
(d) | Class A-4 Notes: |
(e) | Total: |
(2)(a)Amount of interest being paid or distributed:
(i) | Class A-1 Notes: |
(ii) | Class A-2 Notes: |
(iii) | Class A-3 Notes: |
(iv) | Class A-4 Notes: |
(v) | Total: |
(3)(a)Pool Balance at end of related Collection Period:
(b) | Note Value at end of related Collection Period: |
(c) | Amount of Overcollateralization (i.e., the Note Value less the aggregate principal amount of the Notes) at end of related Collection Period: |
(4) | After giving effect to distributions on this Payment Date: |
(a)(i)Outstanding principal amount of Class A-1 Notes:
(ii) | A-1 Note Pool Factor: |
(b)(i)Outstanding principal amount of Class A-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: |
(5)(a)Amount of Servicing Fee:
(i) | per $1,000 original principal amount of Notes and Certificate: |
(b) | Amount of Xxxxxxxxx Xxx earned: |
(c) | Amount of Servicing Fee paid: |
(d) | Amount of Servicing Fee shortfall: |
(6) | Amount of Administration Fee: |
(7) | Amount paid to Indenture Trustee: |
(8) | Amount paid to Owner Trustee: |
(9) | Amount paid to Asset Representations Reviewer: |
(a)Section 5.04(iii) – Asset Representations Review Fees
(b)Section 5.04(ix) – Asset Representations Review Fees
(10) | Amount paid to Certificateholder: |
(11)(a)Amount in Reserve Account:
(b)Specified Reserve Account Balance:
(12)(i)Payoff Amount of Receivables 60 days or more past due:
(ii) | Payoff Amount of Receivables 60 days or more past due as a percent of the Pool Balance at the end of the related Collection Period: |
(13)(i)Aggregate amount of net losses for the collection period:
(ii) | Cumulative amount of net losses: |
(iii) | Cumulative net losses as a percent of initial Pool Balance (Cumulative Net Loss Ratio): |
(14)(a)Number of Receivables that were the subject of a repurchase demand in the related Collection Period:
(i) | Aggregate Principal Balance of Receivables: |
(ii) | % of Pool Balance: |
(b) | Number of Purchased Receivables in the related Collection Period: |
(i) | Aggregate Principal Balance of Purchased Receivables: |
(ii) | % of Pool Balance: |
(c) | Number of Receivables pending repurchase (within cure period) in the related Collection Period: |
(i) | Aggregate Principal Balance of Receivables: |
(ii) | % of Pool Balance: |
(d) | Number of repurchase demands in dispute in the related Collection Period: |
(i) | Aggregate Principal Balance of related Receivables: |
(ii) | % of Pool Balance: |
(e) | Number of repurchase demands withdrawn in the related Collection Period: |
(i) | Aggregate Principal Balance of related Receivables: |
(ii) | % of Pool Balance: |
(f) | Number of repurchase demands rejected in the related Collection Period: |
(i) | Aggregate Principal Balance of related Receivables: |
(ii) | % of Pool Balance: |
SCHEDULE F
Statement for Noteholders
pursuant to Section 5.06(a)
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 |
(e)(i)outstanding principal amount of Class A-4 Notes:
(ii) | A-4 Note Pool Factor |
(2) | Amount of principal being paid on Notes: |
(a) | Class A-1 Notes: |
(b) | Class A-2 Notes: |
(c) | Class A-3 Notes: |
(d) | Class A-4 Notes: |
(f) | Total: |
(3)(a)Amount of interest being paid on Notes:
(i) | Class A-1 Notes: |
(ii) | Class A-2 Notes: |
(iii) | Class A-3 Notes: |
(iv) | Class A-4 Notes: |
(vi) | Total: |
(4)(a)Pool Balance (excluding accrued interest):
(i) | at beginning of related Collection Period: |
(ii) | at end of related Collection Period: |
(b) | Note Value: |
(i) | at beginning of related Collection Period: |
(ii) | at end of related Collection Period: |
(c) | Overcollateralization (i.e., the Note Value less the aggregate principal amount of the Notes): |
(i) | at beginning of related Collection Period: |
(ii) | at end of related Collection Period: |
(5) | After giving effect to distributions on this Payment Date: |
(a)(i)Outstanding principal amount of Class A-1 Notes:
(ii) | A-1 Note Pool Factor: |
(b)(i)Outstanding principal amount of Class A-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: |
(6)(a)Amount of Servicing Fee:
per $1,000 original principal amount of Notes and Certificate:
(b) | Amount of Xxxxxxxxx Xxx earned: |
(c) | Amount of Servicing Fee paid: |
(d) | Amount of Servicing Fee shortfall: |
(7) | Amount of Administration Fee: |
(8) | Amount of Asset Representations Review Fees (max $200,000 for any calendar year) |
(9) | Amount paid to Certificateholder |
(10)(a)Amount in Reserve Account:
(b)Specified Reserve Account Balance:
(11) (a)Payoff Amount of Receivables 30-59 days past due as of the end of the period
(i) Number of Receivables 30-59 days past due as of the end of the period
(ii) Payoff Amount of Receivables 30-59 days past due as a percent of ending Pool Balance
(b)Payoff Amount of Receivables 60-89 days past due as of the end of the period
(i) Number of Receivables 60-89 days past due as of the end of the period
(ii) Payoff Amount of Receivables 60-89 days past due as a percent of ending Pool Balance
(c)Payoff Amount of Receivables 90-119 days past due as of the end of the period
(i) Number of Receivables 90-119 days past due as of the end of the period
(ii) Payoff Amount of Receivables 90-119 days past due as a percent of ending Pool Balance
(d)Payoff Amount of Receivables 120-149 days past due as of the end of the period
(i) Number of Receivables 120-149 days past due as of the end of the period
(ii) Payoff Amount of Receivables 120-149 days past due as a percent of ending Pool Balance
(e)Payoff Amount of Receivables 150-179 days past due as of the end of the period
(i) Number of Receivables 150-179 days past due as of the end of the period
(ii) Payoff Amount of Receivables 150-179 days past due as a percent of ending Pool Balance
(f)Payoff Amount of Receivables 180 or more days past due as of the end of the period
(i) Number of Receivables 180 or more days past due as of the end of the period
(ii) Payoff Amount of Receivables 180 or more days past due as a percent of ending Pool Balance
(g)Total Payoff Amount of Receivables 30 or more days past due as of the end of the period
(i) Number of Receivables 30 or more days past due as of the end of the period
(ii) Payoff Amount of Receivables 30 days or more past due as a percent of ending Pool Balance
(12)(i)Payoff Amount of Receivables 60 days or more past due:
(ii) | Payoff Amount of Receivables 60 days or more past due as a percent of the Pool Balance at the end of the related Collection Period: |
(13)(a)Current Period Loss Information:
(i)Realized losses to the Trust as of liquidation date (Gross Losses):
(ii)Change in accrued loss on Receivables 180 or more days past due and unliquidated repossessed inventory1:
(iii)Proceeds to the Trust after liquidation of Receivables (Recoveries):
(iv)Aggregate amount of Net Losses (i+ii+iii)1:
(v)Change in amount (Pay-off Amount) of Receivables 180 or more days past due1:
(vi)Change in amount (Principal Balance) of Receivables with repossessed liquidated and unliquidated equipment:
(vii)Change in number of Receivables with Recoveries:
(viii)Change in number of Receivables with Net Losses1:
(ix)Aggregate Net Loss as a percent of Initial Pool Balance1:
(x)Aggregate Net Loss as a percent of average Pool Balance1:
(xi)Change in Cumulative Average Net Loss amount for period1:
(b)Cumulative Loss Information:
(i)Realized losses to the Trust as of liquidation date (Gross Losses):
(ii)Accrued loss on Receivables 180 or more days past due and unliquidated repossessed inventory:
(iii)Proceeds to the Trust after liquidation of Receivables (Recoveries):
(iv)Aggregate amount of Net Losses (i+ii+iii):
(v)Amount (Pay-off) of Receivables 180 day or more past due:
(vi)Amount (Principal) of Receivables with repossessed liquidated and unliquidated equipment:
(vii)Number of Receivables with Recoveries:
(viii)Number of Receivables with Net Losses:
(ix)Aggregate Net Loss as a percent of Initial Pool Balance:
(x)Aggregate Net Loss as a percent of average Pool Balance:
(xi)Average Net Loss amount (iv/viii):
(14)(a)Delinquency Trigger:
(b)Payoff Amount of Receivables 60 or more days past due as a percent of ending Pool Balance:
(c)Delinquency Trigger Occurred: Y/N
(15)(a)Number of Receivables that were the subject of a repurchase demand in the related Collection Period:
(i) | Aggregate Principal Balance of Receivables: |
(ii) | % of Pool Balance: |
(b) | Number of Purchased Receivables in the related Collection Period: |
(i) | Aggregate Principal Balance of Purchased Receivables: |
(ii) | % of Pool Balance: |
(c) | Number of Receivables pending repurchase (within cure period) in the related Collection Period: |
(i) | Aggregate Principal Balance of Receivables: |
(ii) | % of Pool Balance: |
(d) | Number of repurchase demands in dispute in the related Collection Period: |
(i) | Aggregate Principal Balance of related Receivables: |
(ii) | % of Pool Balance: |
(e) | Number of repurchase demands withdrawn in the related Collection Period: |
(i) | Aggregate Principal Balance of related Receivables: |
(ii) | % of Pool Balance: |
(f) | Number of repurchase demands rejected in the related Collection Period: |
(i) | Aggregate Principal Balance of related Receivables: |
(ii) | % of Pool Balance: |
1 | Activity for the current period could result in a negative value as a result of Receivables 180 days or more past due becoming current, unliquidated repossessed equipment being liquidated and activity for those Receivables being moved to the realized loss line item (13(a)(i)), and/or loss estimates for Receivables 180 days or more past due and/or repossessed equipment that has not been liquidated changing as compared to estimates for prior periods. |
SCHEDULE G
Instructions to the Trustee for payments and deposits pursuant to Section 5.04(b) of the Sale and Servicing Agreement:
(i) | Payment Date: |
(ii) | Payment of Servicing Fee (including any previously unpaid Servicing Fees) to Servicer (if JDCC or an Affiliate is not the Servicer): |
(iii) | Payments to Swap Counterparty: |
(iv) | Payment of Administration Fee to Administrator: |
(v) | Accrued and unpaid interest on the Notes for such Payment Date: |
(vi) | Note Monthly Principal Distributable Amount to be deposited into Note Distribution Account: |
(vii) | Deposit to Reserve Account to increase the amounts on deposit in the Reserve Account to the Specified Reserve Account Balance: |
(viii) | Payment of Servicing Fee (including any previously unpaid Servicing Fees) to Servicer (if JDCC or an Affiliate is the Servicer): |
(x) | Payment to Certificateholder: |
APPENDIX A
Servicing Criteria
The assessment of compliance to be delivered by the Indenture Trustee shall address the criteria identified below.
Reference | Servicing Criteria |
1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. |
1122(d)(2)(iv) | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. |
1122(d)(2)(v) | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. |
1122(d)(3)(ii) | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. |
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. |
1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. |