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EXHIBIT 4.4
AMENDMENT NO. 3 TO THE
POOLING AND SERVICING AGREEMENT
THIS AMENDMENT NO. 3 (this "Amendment") is made as of June 8,
1995, by and among Navistar Financial Securities Corporation, a Delaware
corporation ("NFSC"), Navistar Financial Corporation, a Delaware corporation
("NFC"), and Chemical Bank, as Trustee (the "Trustee").
NFSC, as Seller, NFC, as Servicer, and the Trustee are parties
to a Pooling and Servicing Agreement, dated as of December 1, 1990 (the
"Pooling and Servicing Agreement"). In order to clarify that a lien by the
Internal Revenue Service or the Pension Benefit Guaranty Corporation is
intended to be a "Lien" as defined in the Pooling and Servicing Agreement and
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement, the
Seller, the Servicer and the 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. The definition of "Lien" in Section
1.01 of the Pooling and Servicing Agreement is hereby amended and restated to
read in its entirety as follows:
'"Lien" shall mean any mortgage, deed of trust,
pledge, hypothecation, encumbrance, lien or other security
interest or agreement, including, without limitation, any
conditional sale or other title retention agreement, and any
financing lease having substantially the same economic effect
as any of the foregoing; provided, however, that statutory and
other non-consensual liens (other than Internal Revenue
Service liens and liens in respect of pension obligations)
shall not be Liens; and provided, further, that liens for
municipal or other local taxes shall not be Liens if such
taxes shall not at the time be due and payable or if the
Seller shall currently be contesting the validity thereof in
good faith by appropriate proceedings and shall have set aside
on its books adequate reserves with respect thereto.'
2. 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. 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. Promptly after the execution
of this Amendment the 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. 3 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:__________________________________
CHEMICAL BANK
as Trustee
By:___________________________________
Its:__________________________________
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