JOHN DEERE OWNER TRUST 2023-C, as Issuer, JOHN DEERE CAPITAL CORPORATION, as Administrator, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee ADMINISTRATION AGREEMENT Dated as of September 19, 2023
Exhibit 99.3
JOHN DEERE OWNER TRUST 2023-C,
as Issuer,
XXXX DEERE CAPITAL CORPORATION,
as Administrator,
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Indenture Trustee
ADMINISTRATION AGREEMENT
Dated as of September 19, 2023
ADMINISTRATION AGREEMENT, dated as of September 19, 2023, among JOHN DEERE OWNER TRUST 2023-C, a Delaware statutory trust (the “Issuing Entity”), XXXX DEERE CAPITAL CORPORATION, a Delaware corporation, as administrator (the “Administrator”), and U.S. Bank Trust Company, National Association, a national banking association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).
W I T N E S S E T H
WHEREAS, the Issuing Entity is issuing the Class A-1 5.650% Asset Backed Notes (the “A-1 Notes”), the Class A-2 5.76% Asset Backed Notes (the “A-2 Notes”), the Class A-3 5.48% Asset Backed Notes (the “A-3 Notes”) and the Class A-4 5.39% Asset Backed Notes (the “A-4 Notes” and together with the A-1 Notes, A-2 Notes and A-3 Notes, the “Notes”) pursuant to the Indenture, dated as of September 19, 2023 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the “Indenture”), between the Issuing Entity and the Indenture Trustee.
WHEREAS, the Issuing Entity has entered into certain agreements in connection with the issuance of the Notes and the issuance of certain beneficial ownership interests of the Issuing Entity, including (i) a Sale and Servicing Agreement, dated as of September 19, 2023 (the “Sale and Servicing Agreement”), among the Issuing Entity, Xxxx Deere Capital Corporation, as Servicer, and John Deere Receivables LLC, a Nevada limited liability company, as seller (the “Seller”), (ii) a Depository Agreement, dated September 19, 2023 (the “Depository Agreement”), executed by the Issuing Entity and delivered to The Depository Trust Company, (iii) the Indenture and (iv) a Trust Agreement, dated as of September 18, 2023 (the “Trust Agreement”), between the Seller and Computershare Delaware Trust Company, a Delaware limited purpose trust company, as owner trustee (the “Owner Trustee”) (the Sale and Servicing Agreement, the Depository Agreement, the Indenture and the Trust Agreement being hereinafter referred to collectively as the “Related Agreements”);
WHEREAS, pursuant to the Related Agreements, the Issuing Entity and the Owner Trustee are required to perform certain duties in connection with (a) the Notes and the collateral therefor pledged pursuant to the Indenture (the “Collateral”) and (b) the beneficial ownership interests in the Issuing Entity (the holders of such interests being referred to herein as the “Owners”);
WHEREAS, the Issuing Entity and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuing Entity and the Owner Trustee referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuing Entity and the Owner Trustee may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuing Entity and the Owner Trustee on the terms set forth herein.
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NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
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The Administrator agrees that if any of the events specified in clause (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven days after the happening of such event.
Xxxx Deere Owner Trust 2023-C
c/o Computershare Delaware Trust Company
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Wilmington, Delaware 19801
Attention: Corporate Trust Services
Xxxx Deere Capital Corporation
P.O. Box 5328
Madison, Wisconsin 53705-0328
Attention: Manager
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and in each case, with a copy to
Deere & Company
Xxx Xxxx Xxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Treasury Department, Assistant Treasurer
U.S. Bank Trust Company, National Association
000 Xxxxx XxXxxxx Xxxxxx, 0xx Floor
Mail Code MK-IL-SL7R
Chicago, IL 60603
Attention: JDOT 2023-C
or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, sent by facsimile or hand-delivered to the address of such party as provided above, except that notices to the Issuing Entity, the Owner Trustee or the Indenture Trustee are effective only upon receipt.
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Prior to the execution of any amendment to this Agreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.
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| | By: COMPUTERSHARE DELAWARE TRUST COMPANY, not in its individual capacity but solely as Owner Trustee | |
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| | By: | /s/ Xxxxx X. XxXxxx |
| | | Name: Xxxxx X. XxXxxx |
| | Title: Vice President | |
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| | US BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee | |
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| | By: | /s/ Xxxx X. Xxxxxxxxx |
| | | Name: Xxxx X. Xxxxxxxxx |
| | | Title: Assistant Vice President |
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| | XXXX DEERE CAPITAL CORPORATION, as Administrator | |
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| | By: | /s/ Xxxxx X. Xxxx |
| | | Name: Xxxxx X. Xxxx |
| | | Title: Assistant Secretary and Assistant Treasurer |
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