EXHIBIT 4.4
ADMINISTRATION AGREEMENT, dated as of May 15, 1999, among
▇▇▇▇ DEERE OWNER TRUST 1999-A, a Delaware business trust (the
"Issuer"), ▇▇▇▇ 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 4.9988% Asset
Backed Notes (the "A-1 Notes"), the Class A-2 5.466% Asset
Backed Notes (the "A-2 Notes"), the Class A-3 5.94% Asset
Backed Notes (the "A-3 Notes"), the Class A-4 6.12% Asset
Backed Notes (the "A-4 Notes") and the Class B 6.10% Asset
Backed Notes (the "Class 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 May 15, 1999 (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 May
15, 1999 (the "Sale and Servicing Agreement"), among the
Issuer, ▇▇▇▇ Deere Capital Corporation, as Servicer, and ▇▇▇▇
Deere Receivables, Inc., a Nevada corporation, as seller (the
"Seller"), (ii) a Depository Agreement, dated May 27, 1999
(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 May 15, 1999 (the
"Trust Agreement"), between the Seller and Bankers Trust
(Delaware), 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.
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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:
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);
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(G) the direction to the Indenture Trustee to
deposit monies with Paying Agents, if any, other than the
Indenture Trustee (Section 3.03);
(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);
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(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
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 (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));
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(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);
(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 to 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 provision of the Trust Agreement (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;
(F) indemnify the Owner Trustee and its agents
for, and to hold them harmless against, any losses, liability
or expense incurred without negligence or bad faith on
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their part, arising out of or in connection with the
acceptance or administration of the transactions contemplated
by the Trust Agreement, 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 Trust Agreement.
(b) Additional Duties.
(i) In addition to the duties of the Administrator
set forth above, the Administrator shall perform such
calculations and shall prepare 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 Related Agreements, and at the
request of the Owner Trustee shall take all appropriate action
that it is the duty of the Issuer or the Owner Trustee to take
pursuant to the Related Agreements. Subject to Section 5 of
this Agreement, and in accordance with the directions of the
Owner Trustee, the Administrator shall administer, perform or
supervise the performance of such other activities in
connection with the Collateral (including the Related
Agreements) as are not covered by any of the foregoing
provisions and as are expressly requested by the Owner Trustee
and are reasonably within the capability of the Administrator.
(ii) Notwithstanding anything in this Agreement or
the Related Agreements to the contrary, the Administrator
shall be responsible for performance of the duties of the
Owner Trustee set forth in Section 5.05 of the Trust Agreement
with respect to, among other things, accounting and reports to
the Owner.
(iii) The Administrator shall perform the duties of
the Administrator specified in Section 10.02 of the Trust
Agreement required to be performed in connection with the
resignation or removal of the Owner Trustee, and any other
duties expressly required to be performed by the Administrator
under the Trust Agreement.
(iv) In carrying out the foregoing duties or any of
its other obligations under this Agreement, the Administrator
may enter into transactions with or otherwise deal with any of
its affiliates; provided, however, that the terms of any such
transactions or dealings shall be in accordance with any
directions received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer than
would be available from unaffiliated parties.
(v) The Administrator hereby agrees to execute on
behalf of the Issuer all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty
of the Issuer to prepare, file or deliver pursuant to the
Basic Documents.
(c) Non-Ministerial Matters.
(i) With respect to matters that in the reasonable
judgment of the Administrator are non-ministerial, the
Administrator shall not take any action unless within a
reasonable time before the taking of such action, the
Administrator shall have notified the Owner Trustee and the
Indenture Trustee of the proposed action and the Owner Trustee
and the Indenture Trustee shall
Page 6
not have withheld consent or provided an alternative
direction. For the purpose of the preceding sentence, "non-
ministerial matters" shall include, without limitation:
(A) the amendment of or any supplement to the
Indenture;
(B) the initiation of any claim or lawsuit by
the Issuer and the compromise of any action, claim or lawsuit
brought by or against the Issuer;
(C) the amendment, change or modification of
the Related Agreements;
(D) the appointment of successor Note
Registrars, successor Paying Agents and successor Indenture
Trustees pursuant to the Indenture or the appointment of
successor Administrators or successor Servicers, or the
consent to the assignment by the Note Registrar, Paying Agent
or Indenture Trustee of its obligations under the Indenture;
and
(E) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in
this Agreement, the Administrator shall not be obligated to,
and shall not, (x) make any payments to the Noteholders under
the Related Agreements, (y) sell the Trust Estate pursuant to
Section 5.04 of the Indenture or (z) take any other action
that the Issuer directs the Administrator not to take on its
behalf.
2. Records. The Administrator shall maintain appropriate
books of account and records relating to services performed
hereunder, which books of account and records shall be
accessible for inspection by the Issuer, the Owner Trustee and
the Depositor and their respective agents at any time during
normal business hours.
3. Compensation. As compensation for the performance of
the Administrator's obligations under this Agreement and as
reimbursement for its expenses related thereto, the
Administrator shall be entitled to $100 per month which shall
be solely an obligation of the Issuer.
4. Additional Information to Be Furnished to the Issuer.
The Administrator shall furnish to the Issuer from time to
time such additional information regarding the Collateral as
the Issuer shall reasonably request.
5. Independence of the Administrator. For all purposes of
this Agreement, the Administrator shall be an independent
contractor and, except as set forth herein, shall not be
subject to the supervision of the Issuer or the Owner Trustee
with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly
authorized by the Issuer, the Administrator shall have no
authority to act for or represent the Issuer or the Owner
Trustee in any way and shall not otherwise be deemed an agent
of the Issuer or the Owner Trustee.
6. No Joint Venture. Nothing contained in this Agreement
(i) shall constitute the Administrator and either of the
Issuer or the Owner Trustee as members of any partnership,
joint
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venture, association, syndicate, unincorporated business or
other separate entity, (ii) shall be construed to impose any
liability as such on any of them or (iii) shall be deemed to
confer on any of them any express, implied or apparent
authority to incur any obligation or liability on behalf of
the others.
7. Other Activities of the Administrator. Nothing herein
shall prevent the Administrator or its affiliates from
engaging in other businesses or, in its sole discretion, from
acting in a similar capacity as an administrator for any other
person or entity even though such person or entity may engage
in business activities similar to those of the Issuer, the
Owner Trustee or the Indenture Trustee.
8. Term of Agreement; Resignation and Removal of the
Administrator.
(a) This Agreement shall continue in force until the
dissolution of the Issuer, upon which event this Agreement
shall automatically terminate.
(b) Subject to Section 8(e), the Administrator may
resign its duties hereunder by providing the Issuer with at
least 60 days' prior written notice.
(c) Subject to Section 8(e), the Issuer may remove the
Administrator without cause by providing the Administrator
with at least 60 days' prior written notice.
(d) Subject to Section 8(e), at the sole option of the
Issuer, the Administrator may be removed immediately upon
written notice of termination from the Issuer to the
Administrator if any of the following events shall occur:
(i) the Administrator shall default in the
performance of any of its duties under this Agreement and,
after notice of such default, shall not cure such default
within ten days (or, if such default cannot be cured in such
time, shall not give within ten days such assurance of cure as
shall be reasonably satisfactory to the Issuer);
(ii) a court having jurisdiction in the premises
shall enter a decree or order for relief, and such decree or
order shall not have been vacated within 60 days, in respect
of the Administrator in any involuntary case under any
applicable bankruptcy, insolvency or other similar law now or
hereafter in effect or appoint a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official
for the Administrator or any substantial part of its property
or order the winding-up or liquidation of its affairs; or
(iii) the Administrator shall commence a voluntary
case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, shall consent to the
entry of an order for relief in an involuntary case under any
such law, or shall consent to the appointment of a receiver,
liquidator, assignee, trustee, custodian, sequestrator or
similar official for the Administrator or any substantial part
of its property, shall consent to the taking of possession by
any such official of any substantial part of its property,
shall make any general assignment for the benefit of creditors
or shall fail generally to pay its debts as they become due.
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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 Issuer and the
Indenture Trustee within seven days after the happening of
such event.
(e) No resignation or removal of the Administrator
pursuant to this Section shall be effective until (i) a
successor Administrator shall have been appointed by the
Issuer and (ii) such successor Administrator shall have agreed
in writing to be bound by the terms of this Agreement in the
same manner as the Administrator is bound hereunder; provided,
however, that, if a successor Administrator has not been
appointed and accepted its appointment hereunder as
Administrator (x) within 60 days following delivery of the
notice referred to in Section 8(b) or 8(c) or (y) upon the
removal of the Administrator pursuant to Section 8(d), then
the Servicer shall automatically become successor
Administrator.
(f) The appointment of any successor Administrator
shall be effective only after satisfaction of the Rating
Agency Condition with respect to the proposed appointment.
9. Action upon Termination, Resignation or Removal.
Promptly upon the effective date of termination of this
Agreement pursuant to Section 8(a) or the resignation or
removal of the Administrator pursuant to Section 8(b) or (c),
respectively, the Administrator shall be entitled to be paid
all fees and reimbursable expenses accruing to it to the date
of such termination, resignation or removal. The Administrator
shall forthwith upon such termination pursuant to Section 8(a)
deliver to the Issuer all property and documents of or
relating to the Collateral then in the custody of the
Administrator. In the event of the resignation or removal of
the Administrator pursuant to Section 8(b) or (c),
respectively, the Administrator shall cooperate with the
Issuer and take all reasonable steps requested to assist the
Issuer in making an orderly transfer of the duties of the
Administrator.
10. Notices. Any notice, report or other communication
given hereunder shall be in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to
▇▇▇▇ Deere Owner Trust 1999-A
Bankers Trust (Delaware)
E.A. Delle Donne Corporate Center
▇▇▇▇▇▇▇▇▇▇ Building
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: M. ▇▇▇▇ ▇▇▇▇▇▇▇, Assistant Secretary
with a copy to
Bankers Trust Company
Four Albany Street, 10th Floor
New York, New York 10006
Attention: Corporate Trust & Agency Group
Page 9
(b) if to the Administrator, to
▇▇▇▇ Deere Capital Corporation
Suite 600
First Interstate Bank Bldg.
▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Manager
with a copy to
Deere & Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Treasury Department, Asset Securitization
(c) if to the Indenture Trustee, to
The Bank of New York
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Asset Backed Finance Unit
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 Issuer, the Owner Trustee or
the Indenture Trustee are effective only upon receipt.
11. Amendments. This Agreement may be amended from time to
time by a written amendment duly executed and delivered by the
Issuer, the Administrator and the Indenture Trustee, with the
written consent of the Owner Trustee, without the consent of
the Noteholders and the Certificateholder, 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 that such amendment will not, in
the Opinion of Counsel satisfactory to the Indenture Trustee,
materially and adversely affect the interest of any Noteholder
or the Certificateholder. This Agreement may also be amended
by the Issuer, the Administrator and the Indenture Trustee
with the written consent of the Owner Trustee and the holders
of Notes evidencing at least a majority in the Outstanding
Amount of the Notes and 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 Noteholders or the
Certificateholder; provided, however, that no such amendment
may (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on
Receivables or distributions that are required to be made for
the benefit of the Noteholders or the Certificateholder or
(ii) reduce the aforesaid percentage
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of the holders of Notes which are required to consent to any
such amendment or eliminate the consent of the
Certificateholder, without the consent of the holders of all
the outstanding Notes and the Certificate. Notwithstanding the
foregoing, the Administrator may not amend this Agreement
without the permission of ▇▇▇▇ Deere Receivables, Inc., as
Depositor under the Trust Agreement, which permission shall
not be unreasonably withheld.
12. Successors and Assigns. This Agreement may not be
assigned by the Administrator unless such assignment is
previously consented to in writing by the Issuer and the Owner
Trustee and subject to the satisfaction of the Rating Agency
Condition in respect thereof. An assignment with such consent
and satisfaction, if accepted by the assignee, shall bind the
assignee hereunder in the same manner as the Administrator is
bound hereunder. Notwithstanding the foregoing, this Agreement
may be assigned by the Administrator without the consent of
the Issuer or the Owner Trustee to a corporation or other
organization that is a successor (by merger, consolidation or
purchase of assets) to the Administrator, provided that such
successor organization executes and delivers to the Issuer,
the Owner Trustee and the Indenture Trustee an agreement in
which such corporation or other organization agrees to be
bound hereunder by the terms of said assignment in the same
manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns
of the parties hereto.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
14. Headings. The section headings hereof have been
inserted for convenience of reference only and shall not be
construed to affect the meaning, construction or effect of
this Agreement.
15. Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall together
constitute but one and the same agreement.
16. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be
ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
17. Not Applicable to ▇▇▇▇ Deere Capital Corporation in
Other Capacities. Nothing in this Agreement shall affect any
obligation ▇▇▇▇ Deere Capital Corporation may have in any
other capacity.
18. Limitation of Liability of the Owner Trustee and the
Indenture Trustee.
(a) Notwithstanding anything contained herein to the
contrary, this instrument has been countersigned by Bankers
Trust (Delaware) not in its individual capacity but solely in
its capacity as Owner Trustee of the Issuer and in no event
shall Bankers Trust (Delaware) in its individual capacity or
any beneficial owner of the Issuer have any liability for the
representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder,
Page 11
as to all of which recourse shall be had solely to the assets
of the Issuer. For all purposes of this Agreement, in the
performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled
to the benefits of, the terms and provisions of Articles VI,
VII and VIII of the Trust Agreement.
(b) Notwithstanding anything contained herein to the
contrary, this Agreement has been countersigned by The Bank of
New York not in its individual capacity but solely as
Indenture Trustee, and in no event shall The Bank of New York
have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer
hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall
be had solely to the assets of the Issuer.
19. Third-Party Beneficiary. The Owner Trustee is a third-
party beneficiary to this Agreement and is entitled to the
rights and benefits hereunder and may enforce the provisions
hereof as if it were a party hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed and delivered as of the day and year first
above written.
▇▇▇▇ DEERE OWNER TRUST 1999-A
By: BANKERS TRUST (DELAWARE),
not in its individual capacity but
solely as Owner Trustee,
By: __________________________________
Name:
Title:
THE BANK OF NEW YORK,
not in its individual capacity but solely as
Indenture Trustee,
By: __________________________________
Name:
Title:
▇▇▇▇ DEERE CAPITAL CORPORATION,
as Administrator,
By: __________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary
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