Deere mpany : Prospectus JDOT - JDOT 2024

SUMMARY OF TERMS

The following summary is a short description of the main terms of the notes. To fully understand the offering of the offered notes (as defined below), you will need to read this prospectus in its entirety. You will find a detailed description of the terms of the notes following this summary.

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Interest Payments

The interest rate for each class of notes is specified above. Interest on the class A-1 notes and the class A-2B notes will be calculated on the basis of the actual number of days in the applicable interest period divided by 360. Interest on the class A-2A notes, the class A-3 notes and the class A-4 notes will be calculated on the basis of a 360-day year of twelve 30-day months.

The interest rate for the floating rate notes will vary with the related benchmark, which initially will be 30-day average SOFR. The paying agent will obtain 30-day average SOFR and will calculate the interest rate for the floating rate notes using the method described under "Description of the Notes- Payments of Interest". The administrator, in its sole discretion, will have the right to make any applicable SOFR adjustment conforming changes as further described herein, and no noteholder will have any right to approve or disapprove of these changes or determinations and each noteholder will be deemed to have waived and released any and all claims against any transaction party relating to any such changes or determinations. If 30-day average SOFR cannot be determined for an interest period and a benchmark transition event has not yet occurred, the floating rate notes will bear interest at a rate based on 30-day average SOFR for the first preceding SOFR determination date for which such rate was published on the FRBNY's website. In addition, if the administrator has determined prior to the relevant reference time that a benchmark transition event and its related benchmark replacement date have occurred, the administrator will determine an alternative benchmark in accordance with the benchmark replacement provisions described under "Description of the Notes-Payments of Interest-Effect of Benchmark Transition Event" and after such time the floating rate notes will bear interest using the alternative benchmark. In connection with the implementation of a benchmark replacement, the administrator will have the right to make benchmark replacement conforming changes from time to time. No noteholder will have any right to approve or disapprove of these changes or determinations and each noteholder will be deemed to have waived and released any and all claims against any transaction party relating to any such changes or determinations.

Principal Payments

The aggregate amount of principal payable on the notes on each payment date will generally be equal to the reduction in the note value of the

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receivables during a collection period. The note value of the receivables on any payment date is the present value of the unpaid scheduled payments on the receivables, discounted at 8.25%. The discount rate will be established based on, among other things, market interest rates at the time the interest rates on the notes are determined. As of January 28, 2024 (the "cut-off date"), the initial note value is $1,385,215,509.62 (the "initial note value").

Amounts allocated to payment of the principal of the notes will be applied in the following order of priority:

• first, to payment in full of the class A-1 notes;
• second, to payment in full of each of the class A- 2A notes and the class A-2B notes, ratably;
• third, to payment in full of the class A-3 notes; and
• fourth, to payment in full of the class A-4 notes.

Following an event of default and acceleration of the notes, payments (including payments funded from proceeds from the sale of the receivables in connection with an event of default as described in this prospectus under the heading "Description of the Notes-TheIndenture-Events of Default; Rights upon Event of Default") will be made, after payment of fees, ratably to the noteholders first based on the amount of interest due on each note (in the case of payments of interest) and then based on the outstanding principal amount (in the case of payments of principal) until the principal amount of all of the notes is reduced to zero.

See "Description of the Notes" and "Description of the Transfer and Servicing Agreements-Distributions" for additional detail on some of the calculations described above and for special priority rules that would apply under certain circumstances. A collection period for a payment date is the fiscal month specified in the sale and servicing agreement, which will end prior to that payment date; however, with respect to the first payment date, the collection period will be the period from and excluding the cut-off date through and including March 24, 2024.

Final Payment Dates

The principal amount of each class of notes, to the extent not previously repaid, will be payable in full on the payment date specified below:

The servicer has the right to purchase the remaining receivables on any payment date when the note value of the receivables becomes equal to or less than 10% of the initial note value of the receivables as of the cut-off date. If the servicer exercises this right, the notes outstanding at that time will be redeemed in full at a price equal to their unpaid principal amount plus accrued and unpaid interest thereon.

Priority of Payments

In general, the collections received in respect of the receivables in a collection period and any net investment earnings on the trust's short term investments from amounts deposited in the collection account and the reserve account will be applied on the next payment date in the following amounts and in the following order of priority:

1. administration fee to the administrator;
2. review fees to the asset representations reviewer, in an aggregate amount not to exceed $200,000 in any calendar year;
3. interest on the notes;
4. principal on the notes in the priority described under "Description of the Notes-Payments of Principal";
5. amount, if any, required to be deposited into the reserve account;
6. servicing fee to the servicer; provided that if JDCC or an affiliate of JDCC is not the servicer, the servicing fee will be paid prior to any other application of funds on deposit in the collection account;

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1. any unpaid fees, expenses and indemnification amounts due to the indenture trustee, to the indenture trustee;
2. any unpaid fees, expenses and indemnification amounts due to the owner trustee, to the owner trustee;
3. any unpaid fees, expenses and indemnification amounts due to the asset representations reviewer (including as a result of the cap set forth in clause
4. 1. above), to the asset representations reviewer;
      and
5. remaining amounts, if any, to the certificate distribution account.

See "Description of the Notes" and "Description of the Transfer and Servicing Agreements-Distributions" for additional details, including the amount of principal to be distributed, the priority of payments of principal on the notes and special priority rules that apply under certain circumstances.

Events of Default

The indenture will provide that if an "Event of Default" occurs and is continuing, then the indenture trustee or the holders of notes representing a majority of the outstanding amount of notes may declare the unpaid principal amount of the notes and any accrued and unpaid interest thereon immediately due and payable. Such "Events of Default" include:

1. default in the payment of interest on any note which continues for a period of five days;
2. default in the payment of the principal of or any installment of the principal of any note when due and payable;
3. default in the observance and performance of certain covenants or representations which default is not cured or otherwise eliminated within a specified grace period; and
4. the occurrence of certain bankruptcy events with respect to the trust or a substantial part of the trust estate.

Servicing Fee

The servicer will be entitled to receive a servicing fee for each collection period in an amount

equal to 1.00% per annum of the pool balance as of the first day of the collection period; provided that in the case of the first payment date, the servicing fee will be an amount equal to the sum of (a) 1.00% per annum of the pool balance as of the cut-off date (for the February collection period) and (b) 1.00% per annum of the pool balance as of February 25, 2024 (for the March collection period).

So long as JDCC or an affiliate of JDCC is the servicer, the servicing fee will be paid after payments are made to the noteholders and to the reserve account as set forth in this prospectus. If JDCC or an affiliate of JDCC ceases to be the servicer, the servicing fee will be paid prior to any other application of funds on deposit in the collection account. See "Description of the Transfer and Servicing Agreements-Servicing Compensation" in this prospectus.

Certificate

On the closing date, the trust will also issue a certificate representing an undivided equity interest in the trust. The certificate will not have a principal amount and will not bear interest. On each payment date, the holder of the certificate will be entitled only to amounts remaining after payment of interest and principal due on the notes, payment of certain fees and expenses of the trust and any required deposit to the reserve account on such payment date. The certificate is not being offered hereby and will be retained by the depositor. The depositor's retention of the certificate is intended to satisfy a portion of the sponsor's risk retention obligation. See "Credit Risk Retention" in this prospectus for more information.

TRUST PROPERTY

The trust will own only the following property:

• the receivables and all monies due under the receivables after the cut-off date;
• the rights of the depositor under the purchase agreement;
• bank accounts into which collections on the receivables are deposited and the short term investments made from those collections;
• security interests in the equipment financed under the receivables;

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• the reserve account;
• any proceeds of repossessed equipment;
• rights to proceeds from certain insurance policies covering equipment financed under the receivables or obligors on the receivables; and
• any proceeds of the foregoing.

Receivables

The receivables will 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. See "The Receivables Pool" for additional information regarding the receivables.

On or prior to the closing date, the trust will purchase receivables having an aggregate principal balance plus accrued interest of approximately $1,485,292,885.39 as of the cut-off date. As of the cut-off date, the receivables had the following characteristics:

Number of Receivables: 16,777

Aggregate Principal Balance (plus accrued interest): $1,485,292,885.39

Weighted Average Remaining Term: 45.63 months

Weighted Average Original Term: 55.59 months

Weighted Average Credit Score: 759(1)

1. Credit scores relate to the FICO® score of the obligors, which is a credit score derived from a scoring system created by the Fair Isaac Corporation. A FICO® score is used to evaluate creditworthiness on the basis of, among other things, information that a credit bureau keeps about the applicant for credit and the debt service-to-income ratio of the applicant. The highest FICO® score a person can receive is 850 and the lowest 300. 23.92% of the aggregate balance of the receivables pool did not contain a FICO® score and thus was excluded from the calculation.

See "The Receivables Pool" for additional information regarding the receivables.

No receivables in the pool of receivables constitute exceptions to the underwriting criteria of JDCC, as described in "The Receivables Pool- Underwriting Criteria for Receivables" and "- Origination" in this prospectus.

Repurchases of Receivables; Asset Representations Review

The depositor will be obligated to repurchase any receivable from the trust if:

• the interest of the trust or the noteholders is materially adversely affected by a breach of any representation or warranty made by the depositor or JDCC with respect to the receivable; and
• the breach has not been cured following the discovery by or notice to the depositor of the breach.

JDCC will be obligated to repurchase the receivable from the depositor under the purchase agreement contemporaneously with the depositor's repurchase from the trust. The obligation of the depositor to repurchase any receivable with respect to which JDCC has breached a representation or warranty is subject to JDCC's repurchase of the receivable. Except for the dispute resolution mechanisms as described under "The Receivables Pool-Dispute Resolution," this repurchase obligation will constitute the sole remedy available to the noteholders, the indenture trustee, the owner trustee or the certificateholder in respect of the trust for any uncured breach. See "Description of the Transfer and Servicing Agreements-Sale and Assignment of Receivables" in this prospectus.

In addition, consistent with its normal procedures, the servicer or the sub-servicer may, in its discretion, arrange with the obligor on a receivable to extend or modify the payment schedule for such receivable. Some of such arrangements may result in the servicer purchasing the receivable from the trust for the purchase amount. See "Description of the Transfer and Servicing Agreements-Servicing Procedures" in this prospectus.

In addition, if the delinquency trigger is met or exceeded for a collection period and noteholders holding a majority of the outstanding principal amount of the notes of voting noteholders vote to direct an asset representations review as described under "The Receivables Pool-Asset Representations Review," the asset representations reviewer will review all 60 day or more delinquent receivables to determine if certain representations and warranties made by the sponsor with respect to the receivables in the purchase agreement were satisfied. For a description of the asset representations review process, see "The

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Receivables Pool-Asset Representations Review" in this prospectus.

CREDIT ENHANCEMENT

Subordination of the Certificate

The certificate, representing overcollateralization, will serve as credit enhancement for the notes, because on each payment date the certificate will only be entitled to receive excess cashflow, if any, remaining after payment of interest and principal due on the notes, payment of certain fees and expenses of the trust and any required deposit to the reserve account.

On the closing date, the initial note value will exceed the initial principal amount of the notes by approximately 2.50%, which represents the amount of initial overcollateralization. On each payment date, the amount of principal required to be paid on the notes will be an amount equal to the reduction in the note value of the receivables during the related collection period (plus any principal shortfalls from prior payment dates), which is intended to maintain the amount of initial overcollateralization.

Reserve Account

The trust will have a reserve account. Funds in the reserve account will be used to cover shortfalls in required payments on the notes.

• On the closing date, an amount not less than 1.00% of the initial note value will be on deposit in the reserve account.
• As of any payment date, the amount on deposit in the reserve account will be required to equal an amount not less than 1.00% of the initial note value.
• On each payment date, any collections on the receivables that remain after all payments having a higher priority of payment have been made will be applied, to the extent necessary, to increase the funds in the reserve account to the required amount.

See "Description of the Transfer and Servicing Agreements-Credit and Cash Flow Enhancement-Reserve Account and the Certificate" for a description of the required amount for the reserve account.