Exhibit 99.3
ADMINISTRATION AGREEMENT, dated as of June 15, 2006, among ▇▇▇▇
DEERE OWNER TRUST 2006, a Delaware statutory trust (the "Issuing Entity"), ▇▇▇▇
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 Issuing Entity is issuing the Class A-1 5.36417%
Asset Backed Notes (the "A-1 Notes"), the Class A-2 5.41% Asset Backed Notes
(the "A-2 Notes"), the Class A-3 5.38% 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 June 15, 2006 (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. Capitalized terms used herein and not
defined herein shall have the meanings assigned such terms in the Indenture;
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 June 15, 2006 (the "Sale and Servicing Agreement"), among
the Issuing Entity, ▇▇▇▇ Deere Capital Corporation, as Servicer, and ▇▇▇▇ Deere
Receivables, Inc., a Nevada corporation, as seller (the "Seller"), (ii) a
Depository Agreement, dated June 20, 2006 (the "Depository Agreement"), between
the Issuing Entity and The Depository Trust Company, (iii) the Indenture and
(iv) a Trust Agreement, dated as of June 15, 2006 (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 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.
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);
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(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 3.10);
(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 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
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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
▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 Issuing Entity 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 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));
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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 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; and
(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 their part, arising out of or in
connection with the acceptance or administration of the
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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
Issuing Entity 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 Issuing Entity or the Owner
Trustee to take pursuant to the Related Agreements.
(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 Issuing Entity and shall be, in the Administrator's
opinion, no less favorable to the Issuing Entity than would be available from
unaffiliated parties.
(v) The Administrator hereby agrees to execute on behalf of the Issuing
Entity all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Issuing Entity 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 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 Issuing Entity
and the compromise of any action, claim or lawsuit brought by or
against the Issuing Entity;
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(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 Issuing
Entity 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 Issuing Entity, 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 Issuing Entity.
4. Additional Information to Be Furnished to the Issuing Entity. The
Administrator shall furnish to the Issuing Entity from time to time such
additional information regarding the Collateral as the Issuing Entity 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 Issuing Entity or the
Owner Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly authorized by the
Issuing Entity, the Administrator shall have no authority to act for or
represent the Issuing Entity or the Owner Trustee in any way and shall not
otherwise be deemed an agent of the Issuing Entity or the Owner Trustee.
6. No Joint Venture. Nothing contained in this Agreement (i) shall constitute
the Administrator and either of the Issuing Entity or the Owner Trustee as
members of any partnership, joint 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 Issuing Entity, the Owner Trustee or the
Indenture Trustee.
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8. Term of Agreement; Resignation and Removal of the Administrator.
(a) This Agreement shall continue in force until the termination of the
Issuing Entity, upon which event this Agreement shall automatically terminate.
(b) Subject to Section 8(e), the Administrator may resign its duties
hereunder by providing the Issuing Entity with at least 60 days' prior written
notice.
(c) Subject to Section 8(e), the Issuing Entity 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 Issuing Entity,
the Administrator may be removed immediately upon written notice of termination
from the Issuing Entity 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 Issuing Entity);
(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.
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.
(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 Issuing Entity 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.
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(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 Issuing Entity 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 Issuing Entity and take all reasonable steps requested to assist the
Issuing Entity 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 Issuing Entity or the Owner Trustee, to
▇▇▇▇ Deere Owner Trust 2006
c/o U.S. Bank Trust National Association
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: JDOT 2006
(b) if to the Administrator, to
▇▇▇▇ Deere Capital Corporation
▇▇▇▇▇ ▇▇▇
▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Manager
with a copy to
Deere & Company
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Treasury Department, Assistant Treasurer
(c) if to the Indenture Trustee, to
The Bank of New York
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Asset Backed Finance Unit
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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.
11. Amendments. This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Issuing Entity, 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,
materially and adversely affect the interest of any Noteholder or the
Certificateholder; provided further that 10 days' prior written notice of any
such amendment be given to each Rating Agency and, if a Rating Agency notifies
the Owner Trustee that such amendment will result in a downgrading or withdrawal
of the then current rating of any class of the Notes, 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; 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 by the
Issuing Entity, 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 (which consents, will not be unreasonably withheld) 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 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 Issuing Entity 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 Issuing Entity 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 Issuing Entity, 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
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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 U.S. Bank Trust National Association not in
its individual capacity but solely in its capacity as Owner Trustee of the
Issuing Entity and in no event shall U.S. Bank Trust National Association in its
individual capacity or any beneficial owner of the Issuing Entity have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuing Entity hereunder, as to all of which recourse shall
be had solely to the assets of the Issuing Entity. For all purposes of this
Agreement, in the performance of any duties or obligations of the Issuing Entity
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 Issuing Entity 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 Issuing Entity.
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.
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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.
▇▇▇▇ DEERE OWNER TRUST 2006
By: U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but solely as
Owner Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE BANK OF NEW YORK, not in its individual
capacity but solely as Indenture Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇
Title: Assistant Vice President
▇▇▇▇ DEERE CAPITAL CORPORATION, as
Administrator
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Treasurer