AMENDMENT NO. 2 TO THE POOLING AND SERVICING AGREEMENT
AMENDMENT
NO. 2 TO
THE
THIS
AMENDMENT NO. 2 (this "Amendment") is made as of March 27, 1996, by
and among Navistar Financial Securities Corporation, a Delaware corporation
("NFSC"), Navistar Financial Corporation, a Delaware corporation ("NFC"), and
The Bank of New York, as Master Trust Trustee (the "Master Trust
Trustee").
NFSC,
as
Seller, NFC, as Servicer, Chemical Bank, as 1990 Trust Trustee, and the Master
Trust Trustee are parties to a Pooling and Servicing Agreement, dated as of
June
8, 1995, and amended by Amendment No. 1 dated as of September 12, 1995 (as
amended, the "Pooling and Servicing Agreement"). In order to
(i) include with the definition of an Eligible Dealer Note a Dealer Note which
finances any used medium or heavy-duty truck, bus or trailer, (ii) ensure that
the Master Trust Trustee has sufficient funds to pay Monthly Interest to the
Series 1995-1 Certificateholders and (iii) provide a mechanism for funds owing
to the Seller to be paid to the Seller, the Seller, the Servicer and the Master
Trust Trustee have agreed to amend the Pooling and Servicing Agreement in the
manner set forth herein. Capitalized terms used herein but not
otherwise defined have the meanings set forth in the Pooling and Servicing
Agreement.
1. Amendment
to Section
1.01. Section 1.01 of the Pooling and Servicing
Agreement is hereby amended as follows:
1.1 The
following definition is added immediately after the definition of "1990 Trust
Agreement":
'"1990
Trust Excess Servicing
Amounts" means the amounts specified in Sections
4.03(d)(i)(D), 4.03(d)(i)(F), 4.03(e)(i)(D) and 4.03(e)(i)(J) of the 1990 Trust
Agreement as payable to the Seller, the rights to receive such amounts having
been conveyed to the Master Trust pursuant to Section 2.01 of this
Agreement.
1.2 Clause
(v) of the definition of "Eligible Dealer Note" is deleted in its entirety
and
replaced with the following:
"(v) which
finances a new medium or heavy-duty truck, bus or trailer produced by or for
a
member of the Navistar Group or an OEM Supplier or a used medium or heavy-duty
truck, bus or trailer."
2. Section
4.07. The following new Section 4.07 is added to the Pooling
and Servicing Agreement:
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"SECTION
4.07 Payments to
Seller. Except as otherwise provided in this Agreement or any
Supplement, all payments required to be made to the Seller or the holder of
the
1990 Trust Seller's Certificate pursuant to the 1990 Trust Agreement (the right
to receive such payments having been conveyed to the Master Trust pursuant
to
Section 2.01 of this Agreement) shall be paid to the Seller at the times
specified in the 1990 Trust Agreement."
3. Miscellaneous. This
Amendment shall be construed in accordance with the internal laws of the State
of Illinois, without reference to its conflict of law provisions, except that
the obligations, rights and remedies of the Master Trust Trustee shall be
determined in accordance with the internal laws of the State of New York,
without regard to conflict of law provisions. This Amendment may be
executed in two or more counterparts, each of which shall be an original, but
all of which together constitute one and the same instrument. The
provisions of this Amendment shall be deemed to be incorporated in, and made
a
part of, the Pooling and Servicing Agreement; and the Pooling and Servicing
Agreement, as amended by this Amendment, shall be read, taken and construed
as
one and the same instrument. Promptly after the execution of this
Amendment the Master Trust Trustee shall furnish written notification of the
substance of this Amendment to each Investor Certificateholder.
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to the
Pooling and Servicing Agreement to be duly executed by their respective officers
as of the date first written above.
NAVISTAR
FINANCIAL SECURITIES CORPORATION
as
Seller
By: ______________________________________
Its: ______________________________________
NAVISTAR
FINANCIAL CORPORATION
as
Servicer
By: ______________________________________
Its: ______________________________________
THE
BANK
OF NEW YORK
as
Master
Trust Trustee
By: ______________________________________
Its: ______________________________________
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