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ADMINISTRATION AGREEMENT

Investment Management Trust Agreement

ADMINISTRATION AGREEMENT | Document Parties: OHN DEERE CAPITAL CORPORATION | JOHN DEERE OWNER TRUST 2004 | DEERE JOHN RECEIVABLES INC You are currently viewing:
This Investment Management Trust Agreement involves

OHN DEERE CAPITAL CORPORATION | JOHN DEERE OWNER TRUST 2004 | DEERE JOHN RECEIVABLES INC

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Title: ADMINISTRATION AGREEMENT
Governing Law: New York     Date: 4/29/2004

ADMINISTRATION AGREEMENT, Parties: ohn deere capital corporation , john deere owner trust 2004 , deere john receivables inc
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EXHIBIT 4.4

 

ADMINISTRATION AGREEMENT, dated as of April 15, 2004, among JOHN DEERE OWNER TRUST 2004, a Delaware statutory trust (the “ Issuer ”), JOHN DEERE CAPITAL CORPORATION, a Delaware corporation, as administrator (the “ Administrator ”), and The Bank of New York, a New York banking corporation, 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 Issuer is issuing the Class A-1 1.14% Asset Backed Notes (the “ A-1 Notes ”), the Class A-2 1.68% Asset Backed Notes (the “ A-2 Notes ”), the Class A-3 2.32% Asset Backed Notes (the “ A-3 Notes ”), the Class A-4 3.02% Asset Backed Notes (the “ A-4 Notes ”) and the Class B 2.90% Asset Backed Notes (the “ B Notes ” and together with the A-1 Notes, A-2 Notes, A-3 Notes and A-4 Notes, the “ Notes ”) pursuant to the Indenture, dated as of April 15, 2004 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the “ Indenture ”), between the Issuer and the Indenture Trustee.  Capitalized terms used herein and not defined herein shall have the meanings assigned such terms in the Indenture);

 

WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Notes and the issuance of certain beneficial ownership interests of the Issuer, including (i) a Sale and Servicing Agreement, dated as of April 15, 2004 (the “ Sale and Servicing Agreement ”), among the Issuer, John Deere Capital Corporation, as Servicer, and John Deere Receivables, Inc., a Nevada corporation, as seller (the “ Seller ”), (ii) a Depository Agreement, dated April 21, 2004 (the “ Depository Agreement ”), among the Issuer, the Indenture Trustee and The Depository Trust Company, (iii) the Indenture and (iv) a Trust Agreement, dated as of April 15, 2004 (the “ Trust Agreement ”), between the Seller and U.S. Bank Trust National Association, 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 Issuer 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 Issuer (the holders of such interests being referred to herein as the “ Owners ”);

 

WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuer 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 Issuer 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 Issuer and the Owner Trustee on the terms set forth herein.

 



 

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 Issuer and the Owner Trustee under the Depository Agreement.  In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Depository Agreement.  The Administrator shall monitor the performance of the Issuer or the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the Indenture or the Depository Agreement.  The Administrator shall prepare for execution by the Issuer 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 Issuer 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 Issuer 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);

 

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(H)          the obtaining and preservation of the Issuer’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 Issuer 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 Issuer from its obligation under the Indenture (Section 3.10);

 

(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 Issuer’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

 

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in 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 Trust’s name, the preparation of Issuer Orders, 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 Issuer 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 Issuer 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 Issuer, 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 Issuer 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);

 

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(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 li


 
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