Exhibit 99.2
EXECUTION VERSION
ADMINISTRATION AGREEMENT, dated as of October 9,
2009, among JOHN DEERE OWNER TRUST 2009-B, a Delaware statutory
trust (the “ Issuing Entity ”), JOHN DEERE
CAPITAL CORPORATION, a Delaware corporation, as administrator (the
“ Administrator ”), and U.S. Bank 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 0.34463% Asset Backed Notes (the “ A-1 Notes
”), the Class A-2 0.85% Asset Backed Notes (the “
A-2 Notes ”), the Class A-3 1.57% Asset Backed Notes
(the “ A-3 Notes ”) and the Class A-4 2.33%
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
October 9, 2009 (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 October 9, 2009 (the “ Sale and Servicing
Agreement ”), among the Issuing Entity, John Deere
Capital Corporation, as Servicer, and John Deere Receivables, Inc.,
a Nevada corporation, as seller (the “ Seller
”), (ii) a Depository Agreement, dated October 8, 2009 (the
“ Depository Agreement ”), between the Issuing
Entity and The Depository Trust Company, (iii) the Indenture and
(iv) a Trust Agreement, dated as of October 8, 2009 (the “
Trust Agreement ”), between the Seller and BNY Mellon
Trust of Delaware, a Delaware banking corporation, 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.
|
|
|
JDOT 2009-B Administration Agreement
|
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:
1. Duties of the
Administrator.
(a) Duties with Respect to the Depository
Agreement and the Indenture.
(i) The Administrator
agrees to perform all its duties as Administrator and the duties of
the Issuing Entity and the Owner Trustee under the Depository
Agreement. In addition, the Administrator shall consult
with the Owner Trustee regarding the duties of the Issuing Entity
under the Indenture and the Depository Agreement. The
Administrator shall monitor the performance of the Issuing Entity
or the Owner Trustee and shall advise the Owner Trustee when action
is necessary to comply with the Issuing Entity’s or the Owner
Trustee’s duties under the Indenture or the Depository
Agreement. The Administrator shall prepare for execution
by the Issuing Entity or the Owner Trustee or shall cause the
preparation by other appropriate persons of all such documents,
reports, filings, instruments, certificates and opinions as it
shall be the duty of the Issuing Entity or the Owner Trustee to
prepare, file or deliver pursuant to the Indenture or the
Depository Agreement. In furtherance of the foregoing,
the Administrator shall take all appropriate action that it is the
duty of the Issuing Entity or the Owner Trustee to take pursuant to
the Indenture including, without limitation, such of the foregoing
as are required with respect to the following matters under the
Indenture (references are to sections of the Indenture):
(A) the duty to cause the Note Register to
be kept and to give the Indenture Trustee notice of any appointment
of a new Note Registrar and the location, or change in location, of
the Note Register (Section 2.04);
(B) the notification of Noteholders of the
final principal payment on their Notes (Section
2.07(b));
(C) the fixing or causing to be fixed of
any special record date and the notification of the Indenture
Trustee and Noteholders with respect to special payment dates, if
any (Section 2.07(c));
(D) the preparation of or obtaining of the
documents and instruments required for authentication of the Notes
and delivery of the same to the Indenture Trustee (Section
2.02);
(E) the preparation, obtaining or filing
of the instruments, opinions and certificates and other documents
required for the release of collateral (Section 2.09);
(F) the duty to cause newly appointed
Paying Agents, if any, to deliver to the Indenture Trustee the
instrument specified in the Indenture regarding funds held in trust
(Section 3.03);
(G) the direction to the Indenture Trustee
to deposit monies with Paying Agents, if any, other than the
Indenture Trustee (Section 3.03);
|
|
2
|
JDOT 2009-B Administration Agreement
|
(H) the obtaining and preservation of the
Issuing Entity’s qualification to do business in each
jurisdiction in which such qualification is or shall be necessary
to protect the validity and enforceability of the Indenture, the
Notes, the Collateral and each other instrument and agreement
included in the Trust Estate (Section 3.04);
(I) the preparation of all supplements,
amendments, financing statements, continuation statements,
instruments of further assurance and other instruments, in
accordance with Section 3.05 of the Indenture, necessary to protect
the Trust Estate (Section 3.05);
(J) the delivery of the Opinion of Counsel
on the Closing Date and the annual delivery of Opinions of Counsel,
in accordance with Section 3.06 of the Indenture, as to the Trust
Estate, and the annual delivery of the Officers’ Certificate
and certain other statements, in accordance with Section 3.09 of
the Indenture, as to compliance with the Indenture (Sections 3.06
and 3.09);
(K) the identification to the Indenture
Trustee in an Officers’ Certificate of a Person with whom the
Issuing Entity has contracted to perform its duties under the
Indenture (Section 3.07(b));
(L) the notification of the Indenture
Trustee and the Rating Agencies of a Servicer Default pursuant to
the Sale and Servicing Agreement and, if such Servicer Default
arises from the failure of the Servicer to perform any of its
duties under the Sale and Servicing Agreement, the taking of all
reasonable steps available to remedy such failure (Section
3.07(d));
(M) the preparation and obtaining of
documents and instruments required for the release of the Issuing
Entity from its obligation under the Indenture (Section
3.11);
(N) the delivery of notice to the
Indenture Trustee of each Event of Default and each default by the
Servicer or Seller under the Sale and Servicing Agreement (Section
3.19);
(O) the monitoring of the Issuing
Entity’s obligations as to the satisfaction and discharge of
the Indenture and the preparation of an Officers’ Certificate
and the obtaining of the Opinion of Counsel and the Independent
Certificate relating thereto (Section 4.01);
(P) the compliance with any written
directive of the Indenture Trustee with respect to the sale of the
Trust Estate in a commercially reasonable manner if an Event of
Default shall have occurred and be continuing (Section
5.04);
(Q) the preparation and delivery of notice
to Noteholders of the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee (Section
6.08);
(R) the preparation of any written
instruments required to confirm more fully the authority of any
co-trustee or separate trustee and any written instruments
necessary in
|
|
3
|
JDOT 2009-B Administration Agreement
|
connection with the resignation or
removal of any co-trustee or separate trustee (Sections 6.08 and
6.10);
(S) the furnishing of the Indenture
Trustee with the names and addresses of Noteholders during any
period when the Indenture Trustee is not the Note Registrar
(Section 7.01);
(T) the preparation and filing with the
Commission, any applicable State agencies and the Indenture Trustee
of documents required to be filed on a periodic basis with, and
summaries thereof as may be required by rules and regulations
prescribed by, the Commission and any applicable State agencies and
the transmission of such summaries, as necessary, to the
Noteholders (including, without limitation, the preparation,
execution and filing of all certificates or other documents
required to be delivered by the Trust pursuant to the
Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated
thereunder unless otherwise required by law or regulation) (Section
7.03);
(U) the opening of one or more accounts in
the Indenture Trustee’s name, the preparation of Issuing
Entity Orders and Officers’ Certificates and Opinions of
Counsel and all other actions necessary with respect to investment
and reinvestment of funds in the Trust Accounts (Sections 8.02 and
8.03);
(V) the preparation of an Issuing Entity
Request and Officers’ Certificate and the obtaining of an
Opinion of Counsel and Independent Certificates, if necessary, for
the release of the Trust Estate as defined in the Indenture
(Sections 8.04 and 8.05);
(W) the preparation of Issuing Entity
Orders and the obtaining of Opinions of Counsel with respect to the
execution of supplemental indentures and the mailing to the
Noteholders of notices with respect to such supplemental indentures
(Sections 9.01, 9.02 and 9.03);
(X) the preparation and, after execution
by the Owner Trustee on behalf of the Issuing Entity, delivery of
new Notes conforming to any supplemental indenture (Section
9.06);
(Y) the notification of Noteholders of
redemption of the Notes or the duty to cause the Indenture Trustee
to provide such notification (Section 10.02);
(Z) the preparation and delivery of all
Officers’ Certificates, Opinions of Counsel and Independent
Certificates with respect to any requests by the Issuing Entity to
the Indenture Trustee to take any action under the Indenture
(Section 11.01(a));
(AA) the preparation and delivery of
Officers’ Certificates and the obtaining of Independent
Certificates, if necessary, for the release of property from the
lien of the Indenture (Section 11.01(b));
(BB) the notification of the Rating
Agencies, upon the failure of the Indenture Trustee to give such
notification, of the information required pursuant to Section 11.04
(Section 11.04);
|
|
4
|
JDOT 2009-B Administration Agreement
|
(CC) the preparation and delivery to
Noteholders and the Indenture Trustee of any agreements with
respect to alternate payment and notice provisions (Section 11.06);
and
(DD) the recording of the Indenture, if
applicable (Section 11.15).
(ii) The Administrator
(other than at any time when the Indenture Trustee, in the capacity
as successor Servicer, is also acting as successor Administrator)
will:
(A) 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);
(B) 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 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;
(C) indemnify the Indenture Trustee and
its agents for, and hold them harmless against, any losses,
liability or expense incurred without negligence or bad faith on
their part, arising out of or in connection with the acceptance or
administration of the transactions contemplated by the Indenture,
including the reasonable costs and expenses of defending themselves
against any claim or liability in connection with the exercise or
performance of any of their powers or duties under the Indenture;
!
(D) pay the Owner Trustee from time to
time reasonable compensation for all services rendered by the Owner
Trustee under the Trust Agreement (which compensation shall not be
limited by any provision of law in regard to the compensation of a
trustee of an express trust);
(E) except as otherwise expressly provided
in the Trust Agreement, reimburse the Owner Trustee upon its
request for all reasonable expenses, disbursements and advances
incurred or made by the Owner Trustee in accordance with any
provis