TABLE OF CONTENTS

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You should rely only on the information contained in this document or on information to which we have referred you.  We have not authorized anyone to provide you with different or additional information.  This document may only be used where it is legal to sell these securities.  The information in this document may only be accurate on the date of this document.

Content of Prospectus

This prospectus only relates to the notes.  The certificate is not offered under this document.  

We include cross-references in this prospectus to captions in this document where you can find further related discussions.  The table of contents beginning on page i of this prospectus provides the pages on which these captions are located.  

This prospectus provides information regarding each pool of receivables which may be held by the issuing entity and the terms of the notes.  

You can find a listing of the pages where capitalized terms used in this prospectus are defined under the caption “Index of Terms” beginning on page 118 in this prospectus.  

In this prospectus, “we” refers to John Deere Receivables LLC.  

Dealer Prospectus Delivery Obligation

Until             , 2023, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to its unsold allotments or subscriptions.  Such delivery obligations may be satisfied by filing the prospectus with the Securities and Exchange Commission (the “SEC”).

If you have received an electronic prospectus from an underwriter within the period during which there is an obligation to deliver a prospectus, the depositor or the underwriter will promptly deliver, or cause to be delivered, without charge, to you a paper copy of the prospectus upon receipt of a request by you or your representative.  

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SUMMARY OF THE FLOW OF FUNDS

The following diagram summarizes the flow of funds relating to the transactions contemplated in this prospectus.  Carefully read this prospectus for a complete description of the flow of funds.

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RISK FACTORS

You should consider the following risk factors in deciding whether to purchase any of the offered notes.  

Risks Related to the Characteristics of the Notes

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Risks Related to the Characteristics and Performance of the Receivables and the

related Financed Equipment

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Risks Related to Certain Transaction Parties and Their Obligations Under the Transaction

Documents

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Risks Related to the General Economic Environment

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Risks Related to Legal and Regulatory Matters that Impact the Transaction

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THE TRUST

General

The issuing entity, John Deere Owner Trust 2023-C, will be a statutory trust formed under the laws of the State of Delaware under the trust agreement between the depositor and the owner trustee for the transactions described in this prospectus.  After its formation, the trust will not engage in any activity other than:  

Upon the issuance of the notes and the certificate, the trust will use the proceeds to purchase the receivables from the depositor pursuant to the sale and servicing agreement.  The servicer will initially service the receivables and will be compensated for acting as the servicer.  See “Description of the Transfer and Servicing Agreements—Servicing Compensation.”  Upon the issuance of the notes and the certificate, following the transfer of the receivables and other related trust assets to the trust, the depositor will have no continuing duties with respect to the securities or the pool assets other than certain reporting obligations described elsewhere in this prospectus.  

The trust agreement may be amended by the depositor and the owner trustee, without the consent of any of the noteholders or the certificateholder, to cure any ambiguity, to correct or supplement any provisions in the trust agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the trust agreement or of modifying in any manner the rights of the noteholders or the certificateholder; provided, however, that such action, as evidenced by an opinion of counsel, shall not adversely affect in any material respect the interests of any noteholder or the certificateholder, provided further that 10 days’ (or, in the case of one of the hired NRSROs, 10 business days’) prior written notice of any such amendment be given to each hired NRSRO and, if a hired NRSRO 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 noteholders 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.  

In addition, the trust agreement may also be amended by the depositor and the owner trustee, with prior written notice to the hired NRSROs, with the consent of the noteholders evidencing not less than a majority of the outstanding amount of the notes and the consent of the certificateholder (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 the trust agreement or of modifying in any manner the rights of the noteholders or the certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the receivables or distributions that shall be required to be made for the benefit of the noteholders or the certificateholder or (b) reduce the percentage of the outstanding amount of the notes required to consent to any such amendment or eliminate the consent of the certificateholder to any such amendment, without the consent of the holders of all the outstanding notes and the certificateholder.  

The trust agreement will provide that the owner trustee does not have the power to commence a voluntary proceeding in bankruptcy with respect to the trust without the prior approval of the certificateholder, including the
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depositor, and the delivery to the owner trustee by the certificateholder of a certificate certifying that the certificateholder reasonably believes that the trust is insolvent.  

The servicer, the asset representations reviewer, the indenture trustee and each noteholder will agree that they will not at any time institute against the depositor or the trust, or join in any institution against the depositor or the trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law in connection with any obligations relating to the certificate, the notes or any of the transaction documents.  However, the depositor, the servicer and the indenture trustee are not prohibited from filing any claim or taking any action with respect to any insolvency proceeding that was instituted against the trust by any person other than such party.  

The trust agreement will provide that the trust will be dissolved upon certain bankruptcy events with respect to the depositor, including the filing of a decree or order by a court in an involuntary bankruptcy proceeding which order remains unstayed and in effect for 90 consecutive days, and the commencement by the depositor of a voluntary bankruptcy proceeding.  

The depositor will retain the certificate.  The issuance of the certificate and the proceeds from the initial sale of the notes will be used by the trust to purchase the receivables from the depositor pursuant to the sale and servicing agreement among the trust, the depositor and the servicer.  No other expenses incurred in connection with the selection and acquisition of the receivables are payable from the proceeds of the issuance of the notes.  The sale of the receivables by the depositor to the trust will be treated as a secured financing rather than a sale for accounting purposes.  The servicer will initially service the receivables pursuant to the sale and servicing agreement, and will be compensated for acting as the servicer.  The servicer will designate Deere Credit Services, an indirect wholly owned subsidiary of Deere, as its agent to service the receivables as sub-servicer at the servicer’s expense.  See “Description of the Transfer and Servicing Agreements—Servicing Compensation” in this prospectus.  To facilitate servicing and to minimize the administrative burden and expense, the servicer will be appointed custodian for the receivables by the trust, but will not stamp the receivables to reflect the sale and assignment of the receivables to the trust, nor amend the financing statements, if any, filed to perfect the security interest in the equipment financed thereby or the certificates of title, if applicable, of the financed equipment.  In the absence of amendments to the certificates of title, the trust may not have perfected security interests in the financed equipment securing the receivables originated in some states.

If the protection provided to the investment of the noteholders by the availability of funds in the reserve account is insufficient, the trust must rely solely on payments from or on behalf of the obligors on the receivables and the proceeds from the repossession and sale of the financed equipment that secures defaulted receivables.  In that event, certain factors, such as the trust not having a first priority perfected security interest or perfected purchase money security interest in some of the financed equipment subject to the receivables, may affect the trust’s ability to realize on the collateral securing those receivables, and may reduce the proceeds available to make payments on the notes.  See “Description of the Transfer and Servicing Agreements—Distributions”, “—Credit and Cash Flow Enhancement—Reserve Account and the Certificate” and “Certain Legal Aspects of the Receivables” in this prospectus.  

The trust’s fiscal year will consist of 52 weeks or 53 weeks, and will end on the last Sunday in the reporting period. The fiscal year-end dates through the final payment date for the class A-4 notes will be October 27, 2024, November 2, 2025, November 1, 2026, October 31, 2027, October 29, 2028, October 28, 2029 and October 27, 2030.  All such fiscal years will contain 52 weeks, with the exception of fiscal year 2025, which will contain 53 weeks. The trust’s principal offices are in Wilmington, Delaware, in care of Computershare Delaware Trust Company, as owner trustee, at the address listed below under “—The Owner Trustee” in this prospectus.  

The Trust Property

The property of the trust will include:  

The receivables will arise from financing proposed by JDCC in connection with retail sales by John Deere dealers of new and used agricultural and construction equipment to retail purchasers (the “obligors”).  The receivables are acquired by JDCC from the originators, Deere and John Deere Construction and Forestry Company (the “sales companies”), which either originated the receivables in the ordinary course of business in connection with retail sales by the dealers or, in limited instances, acquired the receivables from the dealers in the ordinary course of business.

The receivables will continue to be serviced by the servicer and evidence direct or indirect financing made available by JDCC to the obligors.  On or before the closing date, JDCC will sell the receivables to the depositor for sale to the trust.  

Security Interest in the Receivables

The indenture will create a security interest in the receivables owned by the trust in favor of the indenture trustee on behalf of the noteholders.  The trust will perfect such security interest by filing a financing statement under the UCC with the appropriate authority in the State of Delaware.  The trust will be obligated to maintain such perfected security interest.  

Capitalization of the Trust

The following table illustrates the capitalization of the trust as of the cut-off date as if the Base Transaction had been issued on that date:⁽¹⁾  

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The following table illustrates the capitalization of the trust as of the cut-off date as if the Upsize Transaction had been issued on that date:⁽¹⁾

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The Owner Trustee

On March 23, 2021, Wells Fargo Bank, N.A. (“Wells Fargo Bank”) and Wells Fargo Delaware Trust Company, N.A. (“WFDTC”, and collectively with Wells Fargo Bank and Wells Fargo & Company “Wells Fargo”) entered into a definitive agreement with Computershare Trust Company, Computershare Delaware Trust Company and Computershare Limited (collectively, “Computershare”) to sell substantially all of its Corporate Trust Services (“CTS”) business. The sale to Computershare closed on November 1, 2021, and virtually all CTS employees of Wells Fargo, along with most existing CTS systems, technology, and offices transferred to Computershare as part of the sale.  On November 1, 2021, for some of the transactions in its CTS business, Wells Fargo Bank transferred its roles, and the duties, rights, and liabilities for such roles, under the relevant transaction agreements to Computershare Trust Company.  For other transactions in its CTS business, since November 1, 2021, Wells Fargo Bank has been transferring and intends to continue to transfer, such roles, duties, rights, and liabilities to Computershare Trust Company or Computershare Delaware Trust Company, as applicable, in stages.  WFDTC also intends to transfer its roles, duties, rights, and liabilities to Computershare Delaware Trust Company in stages.  For any transaction where the roles of Wells Fargo Bank or WFDTC, as applicable, have not already transferred to Computershare Trust Company or Computershare Delaware Trust Company, Computershare Trust Company or Computershare Delaware Trust Company performs all or virtually all of the obligations of Wells Fargo Bank or WFDTC, respectively, as its agent as of such date.

Computershare Delaware Trust Company will act as the owner trustee under the trust agreement.  Computershare Delaware Trust Company is a Delaware trust company and a wholly-owned subsidiary of Computershare Limited.  With its acquisition of the CTS business from Wells Fargo on November 1, 2021, Computershare acquired a business that has been engaged in the business of acting as owner trustee and Delaware trustee since 2002.  As of June 30, 2023, Computershare Delaware Trust Company was acting in some cases as the owner trustee, Delaware trustee or resident trustee, and in most cases as agent for the owner trustee, Delaware trustee or resident trustee on approximately 392 transactions across all asset types. Computershare Delaware Trust Company maintains a corporate trust office at 919 North Market Street, Suite 1600, Wilmington, Delaware 19801.  

Currently, there are no legal proceedings pending before any court or governmental authority against Computershare Delaware Trust Company that would have a material adverse effect on the ability of Computershare Delaware Trust Company to perform its obligations as owner trustee under the trust agreement.

Other than the above three paragraphs, Computershare Delaware Trust Company has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

The owner trustee’s liability in connection with the issuance and sale of the notes and the certificate is limited solely to the express obligations of the owner trustee set forth in the trust agreement and the sale and servicing agreement.  In no event shall the owner trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements for asset-backed securities or other rules or regulations relating to risk retention. The owner trustee shall not be charged with knowledge of such rules, nor shall

it be liable to any noteholder, certificateholder, the depositor, the servicer or any other person for violation of such rules now or hereafter in effect. The owner trustee shall not be required to monitor, initiate or conduct any proceedings to enforce the obligations of the trust, the depositor, the servicer or any other person with respect to any breach of representation or warranty under any transaction document and the owner trustee shall not have any duty to conduct any investigation as to the occurrence of any condition requiring the repurchase of any receivable by any person pursuant to any transaction document.  In the ordinary course of its business, the owner trustee and its affiliates have engaged and may in the future engage in commercial banking, trustee or financial advisory transactions with the depositor, the servicer and their affiliates.

The owner trustee is, and any successor owner trustee must be, a financial institution with trust powers, with a combined capital and surplus of at least $50,000,000, and subject to supervision by state or federal authorities.  Under the administration agreement, JDCC, as administrator, is obligated to perform on behalf of the owner trustee all of the administrative obligations of the owner trustee under the trust agreement.  The owner trustee shall not have any liability for those obligations that the administrator has agreed to perform.  

The owner trustee may resign at any time, in which event the administrator will be obligated to appoint a successor owner trustee.  The administrator may also remove the owner trustee if the owner trustee ceases to be eligible to continue as owner trustee under the trust agreement or if the owner trustee becomes insolvent.  In either of these circumstances, the administrator will be obligated to appoint a successor owner trustee.  Any resignation or removal of the owner trustee and appointment of a successor owner trustee will not become effective until acceptance of the appointment by the successor owner trustee.  Expenses associated with replacing the owner trustee with a successor owner trustee will be paid by the depositor, unless the removal is a result of the willful misconduct or negligence of the owner trustee, in which case, such expenses will be the responsibility of the replaced owner trustee.  

The depositor will pay the fees of the owner trustee.  The depositor will reimburse and indemnify the owner trustee for all liabilities, losses, damages and expenses that are incurred by the owner trustee or arise out of its actions in connection with the trust, except where such liabilities, losses, damages or expenses arise from the owner trustee’s willful misconduct or negligence.  The owner trustee will not be liable for any error in judgment made in good faith and will not be liable for any action taken at the direction of the administrator or any noteholder.  The owner trustee will not be required to expend its own funds or incur any financial liability in respect of any of its actions as owner trustee if the owner trustee determines that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured or provided to it.  

THE DEPOSITOR, THE SPONSOR AND SERVICER

John Deere Receivables LLC

John Deere Receivables LLC (“JDRL” or the “depositor”) is a Nevada limited liability company created in July 2018.  JDCC is the sole member of the depositor.  JDRL was formed for the limited purpose of purchasing retail receivables, transferring those receivables to third parties and performing any activities incidental to, and necessary or convenient for, the accomplishment of those purposes (including repurchase obligations for breaches of representations and warranties regarding receivables).  The mailing address of JDRL is P.O. Box 5328, Madison, Wisconsin 53705-0328, and its telephone number is (800) 438-7394.

The depositor has taken steps in structuring the transactions contemplated hereby that are intended to ensure that the voluntary or involuntary application for relief by JDCC under any insolvency law will not result in consolidation of the assets and liabilities of the depositor with those of JDCC.  These steps include:  

However, there can be no assurance that the activities of the depositor would not result in a court concluding that the assets and liabilities of the depositor should be consolidated with those of JDCC in a proceeding under any insolvency law.  See “Risk Factors—Risks Related to Certain Transaction Parties and Their Obligations Under the Transaction Documents—Bankruptcy or insolvency of JDCC could result in delays or reductions in payments on the notes.”  

In addition, the owner trustee, the indenture trustee, the servicer, the asset representations reviewer, all noteholders and the certificateholder will covenant that they will not at any time institute against the depositor any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.  

JDCC will warrant to the depositor in the purchase agreement that the sale of the receivables by it to the depositor is a valid sale of the receivables to the depositor.  In addition, JDCC and the depositor will treat the transactions described in this prospectus as a sale of the receivables to the depositor, and the depositor will take all actions that are required to perfect the depositor’s ownership interest in the receivables.  See “Risk Factors—Risks Related to Certain Transaction Parties and Their Obligations Under the Transaction Documents—Bankruptcy or insolvency of JDCC could result in delays or reductions in payments on the notes.”

The sponsor intends to satisfy its risk retention obligation under Regulation RR by causing the depositor, its wholly owned affiliate, to retain an “eligible horizontal residual interest” in the form of the certificate and to establish and fund the reserve account which is expected to constitute an “eligible horizontal cash reserve account” under Regulation RR.  The depositor may transfer the certificate to another majority-owned affiliate of the sponsor on or after the closing date to the extent permitted under Regulation RR.  None of the sponsor, the depositor or any of their affiliates may sell, transfer or hedge the retained interest except to the extent permitted by Regulation RR. See “Credit Risk Retention” for more information.

The depositor has met the registrant requirements contained in General Instruction I.A.1 to Form SF-3.

Deere & Company

John Deere’s operations are categorized into four major business segments:  

The products and services produced by the production and precision agriculture, small agriculture and turf and construction and forestry segments above are marketed primarily through independent retail dealer networks and major retail outlets, and, as it relates to roadbuilding products in certain markets outside the United States and Canada, primarily through John Deere-owned sales and service subsidiaries.  

Deere is subject to the informational requirements of the Exchange Act, and in accordance therewith files reports and other information with the SEC.  For further information regarding Deere, reference is made to those reports and other information which are available as described under “Where You Can Find More Information” in this prospectus.  

John Deere Capital Corporation

JDCC is the sponsor and servicer.  JDCC is a corporation organized under the laws of Delaware, and commenced operations in 1958.  John Deere Financial Services, Inc., a wholly owned finance holding subsidiary of Deere, is the parent of JDCC.  JDCC’s mailing address is P.O. Box 5328, Madison, Wisconsin 53705-0328.  Its telephone number is (800) 438-7394.  JDCC and its subsidiaries provide and administer financing for retail purchases of new equipment manufactured by John Deere’s production and precision agricultural operations, small agriculture and turf operations and construction and forestry operations and used equipment taken in trade for this equipment.  JDCC and its subsidiaries generally purchase retail installment sales and loan contracts (“retail notes”) from John Deere and its wholly owned subsidiaries.  John Deere generally acquires these retail notes through John Deere retail dealers.  JDCC and its subsidiaries also purchase and finance a limited amount of non-John Deere retail notes.  

JDCC and its subsidiaries also finance and service revolving charge accounts, in most cases acquired from and offered through merchants in the agriculture and turf and construction and forestry markets.  JDCC and its subsidiaries also provide wholesale financing to dealers of John Deere agriculture and turf equipment (which include both production and precision agriculture and small agriculture and turf) and construction and forestry equipment, primarily to finance inventories of equipment for those dealers.  JDCC and its subsidiaries also lease John Deere equipment and a limited amount of non-John Deere equipment to retail customers.  

JDCC subsidiaries also offer credit enhanced international export financing to select customers and dealers, which primarily involves John Deere products.  

JDCC is the sponsor that initiates and organizes the issuance by the trust and is the servicer of the receivables.  JDCC’s role as sponsor includes directing the issuance of the notes by the trust, establishing the terms of the notes, and working with the hired NRSROs, the indenture trustee, the owner trustee, legal counsel, accountants and the underwriters in connection with offering of the notes.  JDCC and its predecessors, directly or through one of its affiliated companies, including Deere Credit Services, have been sponsoring and servicing retail installment contracts receivables since 1958.  As of July 30, 2023, JDCC was servicing a total portfolio of approximately $30.4 billion in retail notes.  JDCC services all of the retail notes that have been securitized by JDCC, which as of July 30, 2023 totaled approximately $7.0 billion in retail notes.  There have been no defaults or performance trigger events in any of its public retail agricultural, turf, construction and forestry equipment receivables securitizations.  JDCC has not taken any actions outside of its ordinary performance to prevent such events.  There have been no material changes in JDCC’s policies or procedures for its servicing of retail agricultural, turf, construction and forestry equipment receivables during the three years preceding the date of this prospectus and JDCC has not had material disclosures nor been terminated as a servicer due to its servicing activities.  

JDCC and its subsidiaries use a 52-week or 53-week fiscal year, in each case, ending on the last Sunday in the reporting period.  The fiscal year-end dates for 2018, 2019, 2020, 2021 and 2022 were October 28, 2018, November 3, 2019, November 1, 2020, October 31, 2021 and October 30, 2022, respectively (each, a “Specified Fiscal Year End Date”).  All such fiscal years contained 52 weeks, with the exception of fiscal year 2019, which contained 53 weeks.

At July 30, 2023, JDCC and its subsidiaries had 1,512 full-time and part-time employees.  At that date, net receivables and leases administered by JDCC, which include receivables administered but not owned, were $54.9 billion.  The sponsor has significant securitization experience and has sponsored various securitizations of assets


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similar to the receivables held by the trust in registered U.S. transactions.  JDCC was the sole sponsor of each of these transactions.  No securitizations sponsored or serviced by JDCC have defaulted or experienced an early amortization triggering event.  The following table sets forth the aggregate principal amount of the notes and certificates issued in the public securitizations sponsored by JDCC:  

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The following table sets forth the size of the portfolio of retail installment contracts serviced by JDCC at each Specified Fiscal Year End Date or such other specified date:  

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⁽¹⁾ At July 30, 2023.

⁽²⁾ In the second quarter of 2023, JDCC corrected the accounting treatment for certain financing incentives offered to John Deere dealers, which impacted the timing of expense recognition and the presentation of incentive costs in the consolidated financial statements.^.

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Deere Credit Services, Inc.

The servicer will designate Deere Credit Services, an indirect wholly owned subsidiary of Deere and of the servicer, as its agent to service the receivables as sub-servicer at the servicer’s expense.  Deere Credit Services was incorporated in 1986 in the State of Delaware and has acted as sub-servicer with respect to all of the retail installment contracts receivables serviced by JDCC in connection with the depositor’s registered securitizations of retail installment receivables contracts.  The servicing procedures and practices adopted by Deere Credit Services, as sub-servicer, are the same as those adopted by JDCC.  See “Description of the Transfer and Servicing Agreements—Servicing Procedures.”

Affiliations Among Transaction Parties

The diagram below illustrates the ownership structure among the affiliated transaction parties.

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ASSET REPRESENTATIONS REVIEWER

Clayton Fixed Income Services LLC (“Clayton”), a Delaware limited liability company, will act as the “asset representations reviewer” under the asset representations review agreement.

Clayton is a wholly-owned subsidiary of Covius Services, LLC.  Clayton and its affiliates have provided independent due diligence loan review and servicer oversight services to its clients since 1989. Clayton has been engaged as the asset representations reviewer on more than 600 auto and equipment loan, lease and dealer floorplan and credit card securitization transactions since 2015.

Clayton and its affiliates are providers of targeted due diligence reviews of securitized assets and policies and procedures of originators and servicers to assess compliance with representations and warranties, regulatory and legal requirements, investor guidelines and settlement agreements.  Clayton and its affiliates have performed over 17 million loan reviews and has provided ongoing oversight on over $2 trillion of securitization transactions on behalf of investors, sponsors, issuers and originators, including government-sponsored enterprises and other governmental agencies.  These services have been performed primarily on residential mortgage loan and residential mortgage-backed security transactions, although Clayton and its affiliates have also performed these services for transactions involving auto loans, equipment leases, credit cards, commercial mortgage loans, student loans, timeshare loans and boat and recreational vehicle loans.

Clayton is not, and will not be during the term of this transaction, affiliated with the sponsor, the servicer, the depositor, the trust, the indenture trustee, the owner trustee or any of their affiliates.  Additionally, Clayton was not hired by the sponsor or the underwriters, and is not affiliated with any party hired by the sponsor or the underwriters, to perform pre-closing due diligence services with respect to the receivables.

The asset representations reviewer will receive as compensation an annual fee equal to $5,000 which is payable by the sponsor upon receipt of a written invoice therefor.  To the extent the sponsor does not pay any portion or all of such annual fee within thirty days of its receipt of a written invoice, the trust will pay such unpaid amount in accordance with the priority of payments described under “Description of the Transfer and Servicing Agreements—Distributions—Priority of Payments.”  In addition, if the asset representations reviewer conducts a review of receivables after a delinquency trigger percentage is met or exceeded and the noteholders vote to perform the review, the asset representations reviewer will be entitled to a fee of $200 for each receivable review completed by it, which will be paid from collections of the trust in accordance with the priority of payments described under “Description of the Transfer and Servicing Agreements—Distributions—Priority of Payments.”  If all or a portion of a review fee is not paid by the trust on a payment date, the servicer will pay such unpaid amount within thirty days of receipt of a written invoice therefor.  The asset representations reviewer will also be entitled to reimbursement for all costs, expenses and indemnification amounts incurred by it in connection with the performance of its duties under the asset representations review agreement.  The costs, expenses and indemnification amounts due to the asset representations reviewer will be paid by the sponsor, and to the extent such amounts remain unpaid after thirty days of the sponsor’s receipt of a written invoice therefor, will be paid from collections of the trust in accordance with the priority of payments described under “Description of the Transfer and Servicing Agreements—Distributions—Priority of Payments.”  

The asset representations reviewer will not be liable to the trust, the servicer, the indenture trustee or any other person for any action taken or for refraining from the taking of an action in its capacity as asset representations reviewer pursuant to the asset representations review agreement, or for errors in judgment, whether arising from express or implied duties under the asset representations review agreement.  However, the asset representations reviewer will be liable for its own willful misconduct, bad faith, or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under the asset representations review agreement.  

The asset representations reviewer and its officers, directors, employees and agents will be indemnified by the servicer for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under the asset representations review agreement (including the costs and expenses of defending itself against any loss, damage or liability), other than any cost, expense, loss, damage or liability resulting from (i) the asset representations reviewer’s willful misconduct, bad faith or negligence or reckless disregard of its obligations and duties under the asset representations review agreement or (ii) the asset representations reviewer’s breach of any of
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its representations, warranties, covenants or agreements in the asset representations review agreement.  To the extent such amounts are not paid by the servicer they will be paid by the trust as described in the second preceding paragraph.  

The asset representations reviewer will indemnify each of the trust, the depositor, the servicer, the owner trustee and the indenture trustee and their respective officers, directors, successors, assigns, legal representatives, agents, and servants from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) which arise from the negligence, willful misconduct or bad faith of the asset representations reviewer in performing its obligations and duties under the asset representations review agreement; provided, however, that the asset representations reviewer will not be liable for or required to indemnify any such person from and against expenses arising or resulting from such person’s own willful misconduct, bad faith or negligence, or the inaccuracy of any representation or warranty made by such person in the asset representations review agreement.  The asset representations reviewer will not be liable for any amount in excess of the fees received by it in accordance with the terms of the asset representations review agreement.

The asset representations reviewer may not resign unless it determines it is legally unable to perform its obligations under the asset representations review agreement and there is no reasonable action that it could take to make the performance of its obligations under the asset representations review agreement permissible under applicable law. If the asset representations reviewer fails to perform in any material respect any of its covenants or agreements under the asset representations review agreement, becomes the subject of a bankruptcy or similar proceeding, or no longer satisfies applicable eligibility criteria, the administrator may remove the asset representations reviewer and terminate its obligations under the asset representations review agreement. The administrator will be obligated to engage a successor asset representations reviewer meeting the eligibility criteria set forth in the asset representations review agreement after any such resignation or removal. No resignation or removal of the asset representations reviewer will be effective, and the asset representations reviewer will continue to perform its obligations under the asset representations review agreement, until a successor asset representations reviewer has accepted its engagement for such purpose.

To the extent expenses incurred by the asset representations reviewer in connection with the replacement of the asset representations reviewer are not paid by the asset representations reviewer that is being replaced, the trust will pay such expenses to the asset representations reviewer in accordance with the priority of payments set forth under “Description of the Transfer and Servicing Agreements—Distributions—Priority of Payments.” Any resignation, removal, replacement or substitution of the asset representations reviewer, or the appointment of a new asset representations reviewer, will be reported by the servicer in the Form 10-D for the related collection period, together with a description of the circumstances surrounding the change and, if applicable, information regarding the new asset representations reviewer.  

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THE RECEIVABLES POOL

Underwriting Criteria for Receivables

The receivables will consist of receivables purchased by JDCC from the sales companies as described in this prospectus.  JDCC purchases and enters into contracts in accordance with its credit standards, which are generally based upon:  

Origination

General

The terms and the conditions on which JDCC acquires retail note receivables from John Deere are governed by agreements with John Deere, which may be terminated by either John Deere or JDCC on 30 days’ notice.  As provided in these agreements, JDCC agrees to the terms and conditions for purchasing the retail notes from John Deere.  Under these agreements, John Deere is not obligated to sell retail notes to JDCC, and JDCC is obligated to purchase retail notes from John Deere only if the retail notes comply with the terms and conditions set by JDCC.  

The basis on which John Deere originates or acquires retail notes from the dealers is governed by agreements with the John Deere dealers, which may be terminated at will by either the dealers or John Deere.  In originating or acquiring these retail notes from dealers, the terms and conditions, as set forth in agreements with the dealers, conform with the terms and conditions adopted by JDCC in determining the acceptability of retail notes to be purchased from John Deere.  The dealers are not obligated to refer or sell these notes to John Deere and John Deere is not obligated to accept these retail notes from the dealers.  In practice, retail notes are originated or acquired from dealers generally if the terms of these retail notes and the creditworthiness of the customers are acceptable to JDCC for purchase of these retail notes from John Deere.  JDCC acts on behalf of both itself and John Deere in determining the acceptability of the retail notes and in acquiring acceptable retail notes from dealers.

Receivables are eligible for acceptance if they conform to prescribed JDCC underwriting guidelines.  

JDCC guidelines relating to down payment requirements and contract terms on retail notes are generally as follows:  

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While the above-mentioned down payment requirements are generally JDCC’s minimum guidelines, historically agricultural contracts have typically received greater down payments than these guidelines due to factors such as trade-in values where the customer has a strong equity position in the equipment that is being traded in.  In limited circumstances, retail notes may be accepted and acquired even though they do not conform in all respects to JDCC’s general underwriting terms.  Acceptance and acquisition of these types of retail notes is based on steps

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specified in JDCC’s written underwriting guidelines, which include loan to value guidelines, proper documentation, and receipt of approvals at the appropriate authority level.  JDCC determines whether retail notes should be accepted and how they should be serviced.  JDCC’s underwriting guidelines provide that acceptance of these retail notes is subject to various factors such as the obligor’s prior payment history with JDCC and other creditors, and may also be dependent in part on one or more of the following risk mitigants: a lower loan to value ratio, higher down payments, accelerated payment schedule, or risk sharing with the originating John Deere dealer.  Officers of JDCC are responsible for establishing policies and reviewing the performance of JDCC in accepting and collecting retail notes.  JDCC normally makes all of its own routine collections, settlements and repossessions on retail notes.  

Additionally, while JDCC uses automated acceptance decisions to more efficiently process applications, the credit scoring used in that process is not a minimum level for approval within the underwriting criteria and applications may be reviewed manually for reasons unrelated to credit scoring.  

Credit Review and Acceptance

JDCC has a web-based credit application system which provides quotes, credit approvals and documentation.  Within JDCC this same system interfaces with JDCC’s decision models and loan accounting system.  Retail credit applications are entered into the system by dealers.  An internal credit score is then automatically calculated primarily from the application data plus credit bureau information.  This score is then used to assign an appropriate interest rate and other terms to the application.  If the application is approved, dealers print the required documentation and obtain the customer’s signatures.  The contract is then submitted to JDCC, where it is audited to ensure compliance with JDCC’s standard terms.  

John Deere documents some of its retail notes through electronic installment contracts.  Retail notes may be evidenced by electronic installment sales contracts, which are classified as “electronic chattel paper” under the UCC.  

A deposit equal to one percent of the face amount of certain John Deere agricultural and turf equipment retail notes originating from each dealer is withheld by JDCC from that dealer.  Any subsequent retail note losses are charged against the withheld deposits, subject to a per customer limit of $175,000 for qualifying dealers.  At the end of each calendar quarter, the balance of each dealer’s withholding account in excess of (i) a specified percentage (ranging from one half of one percent to three percent based on dealer qualifications) of the total balance outstanding on retail notes originating with that dealer, or (ii) the excess above an agreed dollar amount, is remitted to the dealer.  To the extent that these deposits withheld from the dealer from whom the retail note was acquired cannot absorb a loss on a retail note, it is charged against JDCC’s allowance for credit losses.  No such deposits withheld from a dealer will be pledged for the benefit of, or otherwise transferred to, the trust for the notes.  There is no withholding of dealer deposits on John Deere construction and forestry products.  

JDCC requires that theft and physical damage insurance be carried on all goods securing retail notes.  The customer may, at his or her own expense, have JDCC or the seller of the goods purchase this insurance or obtain it from other sources.  

Agricultural Equipment

The agricultural credit scoring system used by JDCC was developed in 1986 and is based on a statistically derived assessment of a customer’s financial profile.  Attributes used in the assessment include information from the application, as well as historical performance with JDCC. The scoring model is evaluated on a regular basis and updated when deemed appropriate.  The scoring model is used on most agricultural retail notes.  When a customer’s aggregate credit exposure with JDCC exceeds certain pre-defined thresholds, the credit scoring system is not used and a financial statement underwriting process is followed that utilizes customer financial profiles and repayment capacity, among other criteria.  Outcomes of this process include an assigned risk rating, similar to what is employed by regulated banks, and a loan structure that reflects the risk profile of the customer.

The agricultural retail installment and loan contracts that may be part of the receivables pool to be held by the issuing entity are normally financed up to 90% of the dealer invoice price of the financed equipment.  In certain circumstances up to 115% of the dealer invoice price of the equipment may be financed.  

Construction & Forestry Equipment

Construction and forestry retail notes accepted since July 1987 have been scored using a distinct construction scoring system that was statistically derived from historical data.  During 1997, an instant decision auto-approval process, which utilizes credit score and other criteria, was implemented.  Currently, attributes used in the assessment include information from the application as well as historical performance with JDCC.  The scoring model is evaluated on a regular basis and updated when deemed appropriate.  The scoring model is used on most construction and forestry retail notes. When a customer’s aggregate credit exposure with JDCC exceeds certain pre-defined thresholds, the credit scoring system is not used and a financial statement underwriting process is followed that utilizes customer financial profiles and repayment capacity, among other criteria.  Outcomes of this process include an assigned risk rating, similar to what is employed by regulated banks, and a loan structure that reflects the risk profile of the customer.

The construction and forestry retail installment and loan contracts that may be part of the receivables pool to be held by the issuing entity are normally financed in an amount ranging from 100% to 115% of the dealer invoice price of the financed equipment.  

Billing, Collection and Non-Performance Procedures

Billing and Collections

All payments are applied first to other charges, such as late charges, then to interest and then to principal.  Most retail notes have a ten-day grace period.  If the payment is not received by the end of this period, past due interest or late charges may accrue from the payment due date on the past due payment amount, depending on the obligor’s state of residence.  

Agricultural and construction accounts enter an automated collection system at 10 days past due and are behavior-scored.  The collection system features automated work assignments and scheduling and provides collection activity statistics for reporting and evaluation purposes.  

Collection strategies are employed according to the behavior score and the applicable past due category:  1-59 days delinquent, 60-119 days delinquent, and over 120 days delinquent.  The collection process (calls and letters) will continue until all means to collect the account have been exhausted.  At any time, if the account is deemed uncollectible, the equipment may be repossessed regardless of the past due status.  The dealer that sold the equipment to the customer and facilitated the note request may provide assistance with collecting or repossessing the past due account.  Agricultural and turf equipment dealers often provide assistance in order to protect their reserve accounts and preserve customer relationships, while construction and forestry dealers may provide assistance primarily to preserve customer relationships.

The use of the collection system and the collection strategies designed above, the use of dealer assistance to resolve delinquencies and repossess equipment when other means of collection have been exhausted, and the use of dealer reserves for the agricultural portion of the business, help to minimize losses.  

Deferrals

JDCC makes every effort to collect accounts promptly.  However, occasionally it becomes necessary to grant a deferral on part or all of a scheduled installment.  Factors for determining whether a deferral should be granted to a customer generally include:  

Deferrals are only granted after the customer has demonstrated a true need and the ability for repayment remains highly probable.  Before granting a deferral, efforts are taken to obtain a partial payment.  The dealer that facilitated the origination of the retail note being considered for a deferral is usually contacted for consultation, since the dealer’s reserve is at risk for agricultural and turf notes.  

Deferrals are utilized to better align scheduled payments with a customer’s revised cash flows.  Customers in the agricultural, construction, forestry, and commercial turf markets occasionally experience cash flow interruptions primarily as a result of timing of governmental payments, efforts to optimize grain values through delayed or revised grain marketing plans, weather events, and delays in construction projects.  Most agricultural note payments are due annually to match harvest and estimated cash flows.  Construction notes are generally structured with monthly payments or irregular payment schedules to align with the seasonality of the customer’s work.  A deferral of all or part of a scheduled installment may result in reduced or delayed receipt of collections with respect to the receivables.

Repossession Procedures

If it becomes impossible to collect on a past due account, the only option may be to repossess the equipment.  The decision to repossess is almost always made in consultation with the selling dealer.  

The selling dealer is typically asked to recover agricultural, turf, construction and forestry equipment.  If the dealer does not or cannot do so, an outside repossession agency is hired.  The dealer, or in rare instances a third party, provides storage space until the equipment is sold or the past due status is cured.  

Recovery Process

The customer is given the option, in writing, to redeem the repossessed equipment for up to three weeks (depending on the relevant state regulation) from the date of repossession.  The amount due plus any repossession costs and legal fees must be paid before the equipment is released.  If the customer does not redeem the equipment, JDCC disposes of it in a commercially reasonable manner.  Once the equipment is physically on the dealer’s lot, the selling process begins.  If the selling dealer purchases the retail note, the contract is reassigned to the dealer.  If, however, the selling dealer declines to purchase the retail note and the customer does not cure the past due status, the equipment is listed for sale to both John Deere dealers and approved equipment brokers.  

Purchase offers are reviewed and either accepted or rejected.  Under this scenario, 120 days normally elapse from the time the decision to repossess the equipment is made until the equipment is sold and settled for.  

In the case of agricultural and turf notes, JDCC charges the reserve account of the dealer that originated a defaulted note for losses and any appropriate unrecovered expenses of repossession, disposition and collection of deficiency balances, which may be subject to a per-customer cap.  No such reserves will be pledged for the benefit of, or otherwise transferred to, the issuing entity.  JDCC does pursue the customer for deficiency balances and, when payments are received, the selling dealer’s reserve is credited, when appropriate.  Construction and forestry dealers do not have a reserve account so deficiencies are pursued against the customer with the amount collected being used to offset the loss JDCC recognized when the collateral was sold.

Asset Representations Review

The asset representations reviewer will conduct a review of receivables that are 60 days or more delinquent for their compliance with certain representations and warranties made by the sponsor about the receivables in the purchase agreement upon the satisfaction of each of the following conditions:  

For more information regarding the asset representations reviewer, see “Asset Representations Reviewer” in this prospectus.  

Asset Representations Review Delinquency Trigger

A contract is considered delinquent in accordance with the servicer’s normal procedures.  A “delinquent” receivable is a receivable for which payment of at least 95% of the required payment for agricultural contracts and 90% of the required payment for construction contracts has not been received by the servicer by the due date.  The servicer’s procedures may change subject to the sale and servicing agreement.

The “delinquency trigger” will occur with respect to a collection period, when the ratio, expressed as a percentage, of (x) the payoff amount of all 60 day or more delinquent receivables (other than purchased receivables, repossessed receivables and liquidated receivables) as of the last day of such collection period over (y) the pool balance as of the last day of such collection period, equals or exceeds the delinquency trigger percentage (defined below).

The “payoff amount” for a delinquent receivable is calculated as of the close of business on the last day of a collection period, and is equal to the remaining unpaid principal balance of such delinquent receivable, plus accrued but unpaid interest and related fees.

The “pool balance” as of the close of business on the last day of a collection period will be the aggregate principal balance of the receivables (excluding purchased receivables and liquidated receivables) less the aggregate write down amount as of the last day of such collection period.  

The “principal balance” of a receivable, as of the close of business on the last day of a collection period, means the amount financed minus the sum of (i) that portion of all scheduled payments paid on or prior to such day allocable to principal using the actuarial method, (ii) any payment of the purchase amount with respect to the receivable purchased by the servicer or repurchased by the seller and allocable to principal and (iii) any prepayment in full or any partial prepayments applied to reduce the principal balance of the receivable.  

A “liquidated receivable” means a receivable in respect of which the financed equipment has been sold or otherwise disposed of or which the servicer has determined to charge-off without realizing on the financed equipment and “liquidation proceeds” means all proceeds of a liquidated receivable, net of expenses incurred by the servicer in connection with such liquidation and any amounts required by law to be remitted to the obligor on such liquidated receivable.  

A “purchased receivable” means a receivable purchased by the depositor or the servicer from the trust as required or permitted by the sale and servicing agreement.  See “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” in this prospectus.  

The “write down amount” for any collection period for any 180-day receivable or repossessed receivable will be the excess of (a) the principal balance plus accrued and unpaid interest on such receivable as of the last day of the collection period during which the receivable became a 180-day receivable or repossessed receivable, as applicable, over (b) the estimated realizable value of the receivable, as determined by the servicer in accordance with its normal servicing procedures for the related collection period, which write down amount may be adjusted to zero by the servicer in accordance with its normal servicing procedures if the receivable has ceased to be a 180-day receivable as provided in the definition of “180-day receivable.”

A “180-day receivable” with respect to any collection period will be any receivable as to which a scheduled payment is 180 days or more delinquent by the last day of the collection period and which has not become a liquidated receivable or a repossessed receivable; provided that a receivable shall cease to be a 180-day receivable if the servicer subsequently receives payment in full of each scheduled payment that was previously 180 days or more delinquent.

A “repossessed receivable” with respect to any collection period will be any defaulted receivable as to which the financed equipment securing the defaulted receivable has been repossessed by the last day of the collection period.  

The delinquency trigger percentage applicable to this transaction will be 14.60%.  

The sponsor believes that the delinquency trigger percentage is appropriate based on an analysis of the historical 60 day or more delinquency rate over the life of the sponsor’s other transactions.  For each of the 31 registered offerings of notes backed by agricultural and construction retail loans completed by the sponsor from 2007 to date, the sponsor determined the maximum delinquency ratio across all settlement periods. The sponsor then multiplied this maximum historical delinquency ratio by 2 times and rounded to the nearest 0.05% to derive the delinquency trigger percentage.  Because the sponsor’s other transactions have not experienced significant historical delinquencies and given the relatively stable economic period related to the agricultural market for the majority of periods for which delinquency data was recorded, the multiple is intended to account for future volatility and stressed economic conditions.  See “Risk Factors—Risks Related to the General Economic Environment—Adverse events arising from the global Coronavirus pandemic could result in delays in payments or losses on your notes” and “—Risks Related to the Characteristics and Performance of the Receivables and the related Financed Equipment—Losses on the receivables may cause losses on the notes.”  The sponsor further believes the multiple is reasonable to account for monthly fluctuations in cash flows and delinquency rates associated with seasonality of the business, and the effect that large obligors can have on the overall delinquency rate.

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⁽¹⁾  The monthly delinquency percentage for all JDOT transactions from 2007-2012 is calculated by dividing the aggregate amount of all scheduled payments to be paid on each contract 60 days or more past due by the month end pool balance. The monthly delinquency percentage for JDOT 2013 and all subsequent JDOT transactions is calculated by dividing the payoff amount on each contract 60 days or more past due by the month end pool balance.  In each case, the pool balance is adjusted to reflect the write down amount, if any, with respect to any receivable that is 180 days or more past due and any receivable that is a repossessed receivable.

For more information regarding delinquent receivables for the sponsor’s prior securitized pools, see “The Receivables Pool—Static Pool Information” in this prospectus.  

The servicer will monitor delinquent receivables and will include on the monthly statement to noteholders the percentage of receivables that are delinquent in each monthly period in 30 or 31 day increments up to 180 days and whether the delinquency trigger percentage has been met or exceeded for the related collection period.  If the delinquency trigger percentage has been met or exceeded for the related collection period, the servicer will provide a notice to the sponsor, the depositor and the indenture trustee, and will include a notice on the monthly servicer report and on the Form 10-D, that the delinquency trigger has occurred.

Voting

Noteholders will have 90 days from the date of filing of the Form 10-D which reports that the delinquency trigger has occurred, to vote on whether 60 day or more delinquent receivables should be reviewed by the asset representations reviewer.  Noteholders may exercise this right by contacting the indenture trustee as directed in the Form 10-D.  

If the voting noteholder is the record holder of any notes, no verification procedures will be required.  If the voting noteholder is not the record holder of any notes and is instead a beneficial owner of notes, the indenture trustee may require no more verification than (1) a written certification from the noteholder that it is a beneficial owner of a specified principal amount of the notes and (2) one additional form of documentation, such as a trade confirmation, an account statement, a letter from the broker or dealer or other similar document.  If less than 5% of the noteholders by aggregate principal amount of the outstanding notes (as of the date the Form 10-D disclosing the occurrence of the delinquency trigger was filed) demand that a vote be conducted to determine if an asset representations review should be initiated within the 90-day period described above, no additional vote will be required and no asset representations review will be conducted.  Notes held by the sponsor or servicer, or any of their respective affiliates, will not be included in the calculation of determining whether 5% of noteholders have elected to initiate a vote.

If at least 5% of the noteholders by aggregate principal amount of the notes outstanding as of the date the Form 10-D disclosing the occurrence of the delinquency trigger was filed (excluding notes held by the sponsor or servicer, or any of their respective affiliates) demand that a vote be conducted, the indenture trustee will initiate a vote of all noteholders by distributing such notice to each noteholder and delivering such notice to The Depository Trust Company (“DTC”) for distribution to beneficial owners of the notes, and the servicer will disclose on the Form 10-D for each collection period in which the noteholders demand that a vote be conducted the voting procedures that will be used in connection with such vote.  Noteholders will be allowed to vote for at least 150 days after the filing date of the related Form 10-D that disclosed that a delinquency trigger occurred.  If at the end of that period, at least a majority of the noteholders by aggregate principal amount of the notes that were voted (excluding notes held by the sponsor or servicer, or any of their respective affiliates) vote to initiate an asset representations review, the indenture trustee will notify the servicer and the depositor, and the servicer will in turn direct the asset representations reviewer to conduct a review as set forth below under “—Asset Representations Review of Receivables.”  In addition, the indenture trustee will provide a notice of the result of the vote to all noteholders and to DTC for distribution to the beneficial owners of the notes.

Asset Representations Review of Receivables

Upon the approval of the noteholders as set forth above under “—Voting,” the servicer will provide the asset representations reviewer with access to copies of documents necessary to perform its review within 45 days of the servicer’s receipt of notice from the indenture trustee as described in the immediately preceding paragraph.  The servicer may redact such documents if necessary to remove personally identifiable information to the extent such redaction does not change the meaning or usefulness of the documents.  Once the asset representations reviewer receives such documents, it will then commence a review of all receivables that are 60 days or more delinquent as of the end of the collection period preceding the date on which the requisite percentage of noteholders voted to initiate an asset representations review (each, an “ARR Receivable”).  The asset representations reviewer will compare such ARR Receivables to certain asset level representations and warranties made by the sponsor on the closing date with respect to the receivables.  If any ARR Receivable was included in a prior asset representations review, the asset representations reviewer will not conduct additional tests on such ARR Receivable and will include the previously reported results in its review report unless such receivable is the subject of a representation or warranty as of a date after the completion of the prior review, or the asset representations reviewer has reason to believe that a prior asset representations review was conducted in a manner that would not have ascertained compliance with a specified representation or warranty.  If the servicer notifies the asset representations reviewer that an ARR Receivable has been paid in full by the related obligor or purchased from the trust in accordance with the transfer and servicing agreements, the asset representations reviewer will immediately terminate its review of such ARR Receivable.  The related representations and warranties are measured as of the time of origination, the cut-off date or the closing date as specified in the purchase agreement.  The procedures to be used by the asset representations reviewer will be set forth in the asset representations review agreement, which will be filed with the final prospectus.

The asset representations reviewer will only determine whether:  

The asset representations reviewer will not determine whether any failures to meet the representations and warranties resulted in breaches of the representations and warranties or whether the sponsor or the depositor would be required to repurchase any such ARR Receivable.  Additionally, the asset representations reviewer’s review will not determine the reason for the delinquency of any ARR Receivable, the creditworthiness of any obligor, the overall quality of any ARR Receivable, the compliance of the servicer with its covenants with respect to the servicing of the ARR Receivable or the cause, materiality or recourse with respect to any failure to satisfy the representations and warranties.  

The asset representations reviewer will be required to complete its review within 60 days of receiving access to the documents necessary to start its review, provided that such deadline will be extended for an additional 30 days in respect of any ARR Receivable in respect of which additional information was required by the asset representations reviewer for the purpose of completing the related review.  The asset representations reviewer will provide the trust, the indenture trustee, the sponsor, the depositor and the servicer with (i) a detailed report of its findings and (ii) a summary of its report within five business days of completing its review.  The summary of the asset representations reviewer’s report will be included in the statement to noteholders on the Form 10-D for the collection period in which such summary report was provided.  A complete copy of the asset representations reviewer’s report will be provided to any noteholder by the indenture trustee at the written request of such noteholder, which report will include receivable-level information necessary for any repurchase requests and the result of each test performed by the asset representations reviewer on each ARR Receivable.  Upon receiving a review report from the asset representations reviewer, the servicer will redact such report to remove any personally identifiable information before providing the report to the indenture trustee in connection with any written request from a noteholder.

After receiving the asset representations review report, the depositor will take appropriate action, as necessary, to determine whether there is any breach of any representation and warranty that materially and adversely affects the interests of the trust or the noteholders in an ARR Receivable.  If there is such a breach, unless the breach is cured, the depositor will repurchase the affected ARR Receivable from the trust.  See “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables.”  None of the issuing entity, the indenture trustee, the owner trustee, the asset representations reviewer, the administrator or the servicer is obligated to investigate the accuracy of the representations and warranties with respect to the ARR Receivables subject to the asset representations review.

Dispute Resolution

Unless any breach of the sponsor’s or the depositor’s representations and warranties related to the receivables that materially and adversely affects the interest of the trust or the noteholders in the related receivable shall have been cured by the last day of the second month following the month of the discovery thereof by the sponsor or the depositor or receipt by the sponsor or depositor of written notice from the depositor, the servicer, the indenture trustee or the owner trustee, as applicable, of such breach, the depositor shall be obligated to, and, if necessary, the depositor or the trust shall enforce the obligation of the sponsor to, repurchase the related receivable if the breach materially and adversely affects the interest of the trust or the noteholders in such receivable.  In order to make a repurchase request, a noteholder will be required to provide a notice to the indenture trustee, and any such repurchase request from the indenture trustee or any noteholder must set forth (i) each receivable that it is requesting be repurchased, (ii) the specific representation or warranty that the noteholder alleges was breached, (iii) the loss that occurred as a result of such breach and (iv) the material and adverse effect of such breach on the interest of the

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trust or the noteholders in such receivable.  General allegations relating to the entire pool of receivables or an unspecified subset of the pool will not be considered a sufficient description for purposes of the notice.  If any such party delivers a repurchase request as described in the second preceding sentence, and such request is not resolved, the alleged breach has not been cured or the receivable has not been repurchased within 180 days of receipt of the repurchase request, the requesting party has the right to refer the matter to a dispute resolution process described below.  This right applies to all repurchase requests made in accordance with the transaction documents and is not limited to repurchase requests made in connection with a review pursuant to the asset representations review process described above under “—Asset Representations Review of Receivables.”  This right applies only to repurchase requests based on an alleged breach by the depositor or the sponsor of a representation or warranty made with respect to a receivable in the transaction documents which breach materially and adversely affects the interests of the trust or the noteholders in such receivable, and is not a mechanism for requesting repurchase or other relief from losses resulting from changes in the credit quality of the receivable or other market conditions.  If a receivable is paid off, satisfied or repurchased, no requests to repurchase will be permitted, and there will be no further right to mediation or arbitration regarding that receivable.  None of the representations and warranties related to the receivables relate to the performance of the receivables or to any credit losses that may occur as a result of a default by the related obligor on the receivable.  Furthermore, the dispute resolution procedures described below apply only to the specific receivables that are related to the dispute and no method such as statistical sampling will be permitted for the purpose of determining additional receivables that may be subject to a repurchase request; provided, that methods such as statistical sampling may be used to determine whether noncompliance with the representations and warranties constitutes a breach that materially and adversely affects the interest of the trust or the noteholders in such receivable.

If the indenture trustee receives a notice from the sponsor or the depositor indicating that a repurchase request remains unresolved after the 180-day period, it will promptly notify the related requesting party, which notice will also inform the requesting party that it has 30 days from the date of such notice to notify the sponsor and the depositor if it intends to pursue dispute resolution with respect to such repurchase request.  The requesting party, including a noteholder, will then have the right to refer the matter to mediation (including non-binding arbitration) or third-party binding arbitration at its discretion.  If the requesting party selects binding arbitration, it will give up its right to sue in court.  In each case, the process will be administered by the Financial Industry Regulatory Authority (“FINRA”) pursuant to FINRA’s Code of Arbitration Procedure and Code of Mediation Procedure, as applicable, or any successor rules or procedures (the “FINRA Rules”).  The mediation or arbitration will take place in New York, New York.  If the requesting party chooses to pursue dispute resolution, it must (i) initiate the proceedings within 90 days after the end of the 180-day period and (ii) provide notice (as defined by the FINRA Rules) to the sponsor and the depositor of its intent to pursue resolution through mediation or arbitration (as specified in such notice) at Deere & Company, Attn:  Assistant Treasurer, One John Deere Place, Moline, IL  61265, within the applicable statute of limitations period and within 30 days after the date of the notice specifying that the repurchase request remains unresolved following the end of the 180-day period.  The depositor must respond to the notice within 30 days and must submit to the method of dispute resolution requested.

The indenture trustee will have no obligation to pursue or otherwise be involved in resolving any repurchase request, including any such request that becomes subject to a dispute resolution proceeding, unless it is directed to do so by noteholders holding not less than a majority of the outstanding principal amount of the notes, and such noteholders have offered to the indenture trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such direction.  For the avoidance of doubt, if the indenture trustee does not agree to pursue or otherwise be involved in resolving any repurchase request, the related noteholders may independently pursue a dispute resolution proceeding as described herein.  

If the requesting party chooses to refer the matter to mediation, the depositor and the requesting party will agree on a neutral mediator approved by FINRA within 15 days of the depositor’s response to the requesting party’s notice of its intent to refer the matter to mediation.  If the parties cannot agree on a mediator, one will be appointed by FINRA in accordance with the applicable FINRA Rules in effect at the time of such proceeding.  The parties will mutually agree on the allocation of expenses incurred in connection with the mediation or, if the parties cannot agree, the expenses will be allocated between the depositor and the requesting party in accordance with the applicable FINRA rules in effect at the time of such proceeding, and no such expenses will be payable by the trust.  If the requesting party is unsatisfied with the result of the mediation, the requesting party may choose to submit the

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matter to binding arbitration.  If the requesting party selects binding arbitration, it will give up its right to sue in court.

If the requesting party chooses to refer the matter to arbitration, the matter will be referred to a panel of three arbitrators to be selected in accordance with the FINRA Rules in effect at the time of such proceeding.  The arbitrators will have the authority to schedule, hear and determine any motions, including dispositive and discovery motions, according to New York law, and will do so at the motion of any party.  Discovery will be completed within 30 days of appointment of the panel and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions.  The arbitrators, however, may grant additional discovery if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the relevant parties.  Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, discovery motions and a pre-hearing brief.  The evidentiary hearing on the merits will commence no later than 60 days following the appointment of the panel and will proceed for no more than 10 consecutive business days, with equal time allotted to each side for the presentation of direct evidence and cross examination.  In each case, the panel of arbitrators will have discretion to modify these timeframes if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the relevant parties.  The panel will render its decision on the matter within 90 days of the selection of the panel. The panel will decide the matter in accordance with the terms of the sale and servicing agreement, including choice-of-law provisions, and will not be permitted to award punitive or special damages.  The panel will also determine which parties to the arbitration will be responsible for paying the dispute resolution fees, including attorneys’ fees, incurred in this process.  Judgment on the award will be entered in any court having jurisdiction.  Once the alleged breach with respect to a receivable has been reviewed by a panel, the panel’s decision will be binding with respect to that receivable, and such receivable may not be the subject of any additional mediation or arbitration.  

In all cases, the proceedings of the mediation or arbitration, including the occurrence of such proceedings, the nature and amount of any relief sought or granted and the results of any discovery taken in the matter, will be kept strictly confidential by both parties, except to the extent described in the sale and servicing agreement or as otherwise required by law, regulatory requirement or court order.  

If FINRA no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization selected by the depositor, using its relevant rules then in effect.  However, if any such rules are inconsistent with the terms of the mediation or arbitration stated in the sale and servicing agreement, the sale and servicing agreement terms will apply.  Any mediation or arbitration will be held in New York City, but any party may appear by video conference or teleconference.  

Selection Criteria for Receivables

The receivables described in this prospectus were purchased by JDCC from the sales companies and in accordance with certain credit standards as described under “The Trust—The Trust Property” and “The Receivables Pool” in this prospectus.  The depositor will purchase the receivables from JDCC pursuant to the purchase agreement and sell them to the trust pursuant to the sale and servicing agreement.  

The large majority of the aggregate principal balance of the receivables represents financing of new and used equipment manufactured or distributed by John Deere.  The receivables consist of agricultural and construction equipment retail installment sale and loan contracts secured by new and used agricultural and construction equipment, the security interests in the equipment financed thereby and the proceeds thereof.  John Deere categorizes its agricultural equipment receivables and construction equipment receivables based on the type or use of equipment comprising the greatest initial principal balance of the original receivable contract.  Based on this system, the receivables in the pool consist exclusively of 74.96% agricultural equipment receivables and 25.04% construction equipment receivables if the Base Transaction is issued and 75.15% agricultural equipment receivables and 24.85% construction equipment receivables if the Upsize Transaction is issued.  Totals in the preceding sentence may not add to 100% due to rounding.  However, each receivable could be secured by more than one of the above types of equipment as financed equipment.  

The receivables in each pool described in this prospectus were selected from JDCC’s portfolio by several criteria, including, as of the cut-off date, the following.  Except as described under “Certain Legal Aspects of the Receivables” in this prospectus, each receivable:  

See “The Receivables Pool—Underwriting Criteria for Receivables” and “—Origination” in this prospectus.  Because all retail installment contracts follow the underwriting processes as described in this prospectus, the depositor has concluded that it can provide reasonable assurance that none of the receivables in either pool of receivables were originated with exceptions to JDCC’s written underwriting guidelines.  

As of the cut-off date, no single obligor on the receivables accounted for more than 1% of the receivables in the related receivables pool.  As of the cut-off date, no obligor on any receivable in either pool of receivables was noted in the related records of the servicer or the sub-servicer as having filed for bankruptcy. Additionally, as of the cut-off date, none of the receivables in either pool of receivables is more than 30 days past due.  No selection procedures believed by JDCC or the depositor to be adverse to the noteholders were used in selecting the receivables.  

Each receivable provides for fixed payments on a monthly, quarterly, semiannual, annual or other basis.  Most receivables relating to agricultural equipment pay on an annual basis and most other receivables pay on a monthly basis.  The fixed payments provided for under each receivable are sufficient to amortize fully the amount financed and pay finance charges, if any, over the original term of the receivable.  

If the Base Transaction is issued, approximately 67.76% of the receivables (by remaining principal balance as of the cut-off date) and, if the Upsize Transaction is issued, approximately 67.76% of the receivables (by remaining principal balance as of the cut-off date) are evidenced by electronic contracts.

The financed equipment securing a receivable of an obligor held by the trust may also secure, through cross-collateralization provisions, other receivables of the same obligor originated by Deere, John Deere Construction & Forestry Company or certain affiliates, which may consist of equipment retail installment contracts or other receivables such as revolving loans, and which receivables, if equipment retail installment contracts, may or may not be included in the trust.  In addition, equipment retail installment contracts relating to an obligor which may not be included in the trust may provide that a default under such equipment retail installment contract could cause a default of other equipment retail installment contracts of the same obligor which may be included in the trust.  Under the purchase agreement, JDCC will represent, subject to certain limitations, that each of the trust’s receivables is secured by a perfected purchase money security interest in the related financed equipment.  A perfected purchase money security interest in the financed equipment would be senior to any security interest in such financed equipment arising under any such cross-collateralization provisions included in any other equipment retail installment contract not included in the trust.

If the Base Transaction is issued, as of the cut-off date, 1,204 of the receivables, having an aggregate balance of approximately $57,189,465, have been more than 30 days past due at least once since their origination, of which 262  receivables, having an aggregate balance of approximately $12,653,029, have been more than 60 days past due at least once since their origination.  If the Upsize Transaction is issued, as of the cut-off date, 1,457 of the receivables, having an aggregate balance of approximately $68,970,035, have been more than 30 days past due at least once since their origination, of which 311 receivables, having an aggregate balance of approximately $15,131,390, have been more than 60 days past due at least once since their origination.  The aggregate balance of the receivables represents the aggregate balance of all related receivables that are past due by the specified number of days, including receivables in repossession and has been calculated as the sum of the principal balance of the receivables plus accrued interest thereon as of the cut-off date.  As of the cut-off date, none of the receivables has been more than 90 days past due since their origination.

In connection with the offering of the notes, the depositor has performed a review of the receivables in each pool of receivables and the disclosure regarding the receivables required to be included in this prospectus by Item 1111 of Regulation AB (such disclosure, the “Rule 193 Information”).  This review was designed and effected to provide reasonable assurance that the Rule 193 Information is accurate in all material respects.  As part of this review, the depositor consulted with both internal and external counsel, was assisted by responsible personnel of Deere and JDCC and engaged a third party to assist it with certain components of the review.  The depositor determined the nature, extent and timing of the review and the level of assistance provided by any such third party.  The depositor had ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review.  The depositor attributes all findings and conclusions of the review to itself.  

In designing the review, members of the Deere legal and Deere securitization groups identified the Rule 193 Information to be covered and identified the review procedures for each portion of the Rule 193 Information.  

Descriptions consisting of factual information were reviewed and approved by management of JDCC’s operations group to ensure the accuracy of such descriptions.  Members of the Deere legal group also reviewed the Rule 193 Information consisting of descriptions of portions of the transaction documents and compared the Rule 193 Information to the related transaction documents to ensure the descriptions were accurate.  Members of the Deere and JDCC securitization groups also consulted with internal regulatory personnel and counsel, as well as external counsel, with respect to the description of the legal and regulatory provisions that may materially and adversely affect the performance of the receivables or payments on the notes.  

Additionally, a review was performed by members of the Deere and JDCC securitization groups that involved applying systemic and manual filters to the pool data tapes for the Base Transaction and the Upsize Transaction, each of which is a data tape prepared by the depositor which includes certain attributes of the related receivables, and then comparing that data against a checklist containing all pool selection criteria as defined in the relevant transaction documents.  The purpose of this component of the overall review was to test whether the receivables in the related pool conformed to pool selection criteria in all material aspects as set forth under “The Receivables Pool” in this prospectus, as well as criteria set forth in the relevant transaction documents.

Further, the depositor randomly selected 120 retail installment sale contract files identified in the pool selection process and believed to be representative of the receivables pools.  The depositor compared certain information in those contract files it deemed to be relevant, given the scope of the Rule 193 Information, to data contained in the associated receivables pool data tape. The depositor found no discrepancies that it considers to be material.

In addition, the depositor had the information in the pool composition and stratification tables set forth under the section “The Receivables Pool—Composition of the Receivables (Base Transaction)” and “—Composition of the Receivables (Upsize Transaction)” in this prospectus independently recalculated.  The information was recalculated using the information in each pool data tape and stratification formulas. Upon recalculation of the information in the tables, the depositor found no discrepancies in the pool composition and stratification tables.

The depositor’s review of the receivables is also supported by JDCC’s extensive control processes used in the day-to-day operation of its business.  These controls include financial reporting controls required by the Sarbanes-Oxley Act of 2002, regular internal audits of key business functions, including receivables contract purchasing, servicing and systems processing, internal credit policy and underwriting compliance, and securitization processes.  In addition, JDCC has an integrated network of computer applications to ensure that receivables information is accurately entered, captured and maintained in its receivables and other systems.  These computer systems are subject to change control processes, automated controls testing and control review programs to determine whether systems controls are operating effectively and accurately.  All of these controls and procedures form part of the review to ensure integrity of data and information and accuracy of securitization disclosures (including the Rule 193 Information).  

After completion of the review described above and its evaluation of the findings of such review, the depositor has concluded, with reasonable assurance, that the disclosure related to the Rule 193 Information in this prospectus are accurate in all material respects.

The composition of the receivables and the distribution of the receivables by APR, equipment type, payment frequency, current principal balance plus accrued interest, and the geographic distribution, all as of the cut-off date, if the Base Transaction is issued and if the Upsize Transaction is issued, are set forth in the following tables.  For purposes of the data in the following tables only, aggregate balances of the receivables have been calculated as the sum of the principal balances of the receivables plus accrued interest thereon as of the cut-off date.  Totals may not add to 100% due to rounding.  

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Composition of the Receivables (Base Transaction)

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Composition of the Receivables (Upsize Transaction)

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Distribution of the Receivables by APR (Base Transaction)

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Distribution of the Receivables by APR (Upsize Transaction)