Exhibit 4.8
NAVISTAR FINANCIAL SECURITIES CORPORATION
SELLER
NAVISTAR FINANCIAL CORPORATION
SERVICER
AND
THE BANK OF NEW YORK
MASTER TRUST TRUSTEE
ON BEHALF OF THE SERIES 200_-_ CERTIFICATEHOLDER
----------------------------------
SERIES 200_-_ SUPPLEMENT
DATED AS OF ____ __, 200_
TO
POOLING AND SERVICING AGREEMENT
DATED AS OF JUNE 8, 1995
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DEALER NOTE ASSET BACKED CERTIFICATE, SERIES 200_-_
NAVISTAR FINANCIAL DEALER NOTE MASTER TRUST
TABLE OF CONTENTS
ARTICLE I.................................................................................................4
SECTION 1.01 Designation...........................................................................4
ARTICLE II................................................................................................4
SECTION 2.01 Definitions...........................................................................4
ARTICLE III..............................................................................................10
SECTION 3.01 Servicing Compensation...............................................................10
SECTION 3.02 The Servicer to Pay Fees and Expenses of Owner Trustee and Indenture Trustee.........10
SECTION 3.03 Servicer Indemnification of the Indenture Trustee and the Owner Trustee..............11
ARTICLE IV...............................................................................................11
SECTION 4.01 Rights of the Series 200_-_ Certificateholder........................................11
SECTION 4.02 Application of Series Allocable Finance Charge Collections and Series
Allocable Principal Collections......................................................12
SECTION 4.03 Shared Principal Collections.........................................................13
SECTION 4.05 Additional Rights upon the Occurrence of Certain Events..............................14
ARTICLE V................................................................................................14
SECTION 5.01 Monthly and Annual Certificateholder's Statement.....................................14
ARTICLE VI...............................................................................................16
SECTION 6.01 No Early Amortization Events.........................................................16
ARTICLE VII..............................................................................................16
SECTION 7.01 Conveyance of Dealer Notes...........................................................16
SECTION 7.02 Tax Treatment........................................................................16
ARTICLE VIII.............................................................................................16
SECTION 8.01 Sale of Investors' Interest Pursuant to Section 2.07 of the Agreement;
Distributions Pursuant to Section 2.03 or 12.03 of the Agreement.....................17
SECTION 8.02 Distribution of Proceeds of Sale, Disposition or Liquidation of the Dealer
Notes Pursuant to Section 9.02 of the Agreement......................................17
ARTICLE IX...............................................................................................18
SECTION 9.01 Ratification of Agreement............................................................18
SECTION 9.02 Counterparts.........................................................................18
SECTION 9.03 GOVERNING LAW........................................................................18
SECTION 9.04 Tax Disclosure.......................................................................18
SECTION 9.05 Consent to Amendment.................................................................18
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EXHIBITS
Exhibit A - Form of Certificate
Exhibit B - Form of Monthly Servicer Certificate and Settlement Statement
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SERIES 200_-_ SUPPLEMENT
TO
POOLING AND SERVICING AGREEMENT
SERIES 200_-_ SUPPLEMENT dated as of _______, 200_ (the "Series
Supplement"), by and among NAVISTAR FINANCIAL SECURITIES CORPORATION, a Delaware
corporation, as Seller (the "Seller"), NAVISTAR FINANCIAL CORPORATION, a
Delaware corporation, as Servicer (the "Servicer"), and THE BANK OF
NEW YORK, a
New York banking corporation, as trustee (together with its successors in trust
thereunder as provided in the Agreement referred to below, the "Master Trust
Trustee") under the
Pooling and Servicing Agreement, dated as of June 8, 1995
(as amended and supplemented, the "Agreement"), among the Seller, the Servicer
and the Master Trust Trustee.
Section 6.09 of the Agreement provides that the Seller may from time
to time direct the Master Trust Trustee to issue, on behalf of the Master Trust,
one or more new Series of Investor Certificates representing fractional
undivided interests in the Master Trust. The Principal Terms of any new Series
are to be set forth in a Supplement to the Agreement.
Pursuant to this Series Supplement, the Seller and the Master Trust
Trustee shall create a new Series of Investor Certificates and specify the
Principal Terms thereof.
ARTICLE I
CREATION OF SERIES 200_-_ AND
THE SERIES 200_-_ CERTIFICATE
SECTION 1.01 DESIGNATION.
(a) There is hereby created a new Series pursuant to the Agreement
and this Series Supplement to be known as "Series 200_-_." The interest of the
Investor Certificateholder in Series 200_-_ shall be represented by the Series
200_-_ Certificate.
(b) If any term or provision contained herein shall conflict with
or be inconsistent with any term or provision contained in the Agreement, the
terms and provisions of this Series Supplement shall govern with respect to
Series 200_-_. This Series Supplement is the Series Supplement referred to in
the Master Owner Trust Agreement and the Indenture.
ARTICLE II
DEFINITIONS
SECTION 2.01 DEFINITIONS.
(a) Whenever used in this Series Supplement, the following words
and phrases shall have the following meanings:
"ADJUSTED INVESTED AMOUNT" shall mean, with respect to the Collateral
Certificate on any Distribution Date, an amount (which shall never be less than
zero) equal to the sum of the Collateral Amounts for all outstanding series of
Notes determined as of the end of that Distribution Date; PROVIDED that, if a
series of Notes shall no longer be in a Revolving Period, the Collateral Amount
shall be determined as of the end of the last day of its Revolving Period.
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"BUSINESS DAY" shall mean, with respect to the Collateral Certificate,
any day other than a Saturday, a Sunday, or a day on which banking institutions
in
New York,
New York, Chicago, Illinois, or the city in which the Corporate
Trust Office is located.
"CLOSING DATE" shall mean _______, 200_.
"COLLATERAL AMOUNT" shall have, with respect to any series of Notes,
the meaning specified in the related Indenture Supplement.
"COLLATERAL CERTIFICATE" shall mean the Series 200_-_ Certificate.
"COVERAGE DIFFERENTIAL" shall mean, with respect to any Due Period,
the result of (a) the Portfolio Yield for such Due Period MINUS (b) the sum of
(i) the Weighted Average Note Rate for the related Distribution Period and (ii)
[__] percent ([__]%). Coverage Differential shall be expressed as a percentage,
and shall be rounded to the nearest one-hundredth of a percentage point.
"DEPOSIT ACCOUNT" shall have the meaning specified in the Indenture.
"EARLY AMORTIZATION EVENT" shall not apply with respect to the
Collateral Certificate.
"EARLY AMORTIZATION PERIOD" shall not apply with respect to the
Collateral Certificate.
"INDENTURE" shall mean the Indenture, dated as of [________ ], 200_,
between the Master Owner Trust and The Bank of
New York, as Indenture Trustee,
as amended and supplemented from time to time.
"INDENTURE SUPPLEMENT" shall mean any supplement to the Indenture
pursuant to which a series of Notes is issued, as amended and supplemented from
time to time.
"INDENTURE TRUSTEE" shall mean the indenture trustee under the
Indenture.
"INVESTED AMOUNT" shall mean, with respect to any Distribution Date,
an amount equal to the sum of the Nominal Liquidation Amounts for all series of
Notes as of the end of that Distribution Date.
"INVESTMENT INCOME" shall mean, for any Due Period with respect to the
Collateral Certificate, the product of (a) the Series Allocation Percentage for
such Distribution Period, and (b) income (net of investment expenses and losses)
from the investment of funds on deposit in the Collections Account and the
Excess Funding Account.
"INVESTOR SERVICING FEE" shall have the meaning specified in SECTION
3.01.
"ISSUANCE DATE" shall mean, with respect to any series of Notes, the
date of issuance of such series.
"ISSUER DOCUMENTS" shall have the meaning specified in the Indenture.
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"ITEC" shall mean International Truck and Engine Corporation.
"MASTER OWNER TRUST" shall mean Navistar Financial Dealer Note Master
Owner Trust, a Delaware statutory trust, and its permitted successors and
assigns.
"MASTER OWNER TRUST AGREEMENT" shall have the meaning specified in the
Indenture.
"MASTER OWNER TRUST TRUSTEE" shall have the meaning specified in the
Indenture.
"MASTER TRUST" shall have the meaning specified in the Indenture.
"MASTER TRUST TRUSTEE" is defined in the Preamble.
"MINIMUM SELLER'S INVESTED AMOUNT" shall mean, with respect to any
Business Day, the sum of the Minimum Series Seller's Invested Amount for each
outstanding Series of Investor Certificates, including the Collateral
Certificate.
"MINIMUM SERIES SELLER'S INVESTED AMOUNT" shall mean (a) for Series
200_-_, the Minimum Series Seller's Interest, and (b) for any other Series of
Investor Certificates, the "Minimum Master Trust Seller's Interest" as defined
in the Series Supplement for such Series.
"MINIMUM SERIES SELLER'S INTEREST" shall mean, with respect to the
Collateral Certificate on any Business Day, the sum of the Required Seller's
Invested Amounts as of the end of the preceding Distribution Date.
"MONTHLY SERVICING FEE" shall have the meaning specified in SECTION
3.01.
"NOMINAL LIQUIDATION AMOUNT" shall have, with respect to any series of
Notes, the meaning specified in the related Indenture Supplement.
"NOTEHOLDER ALLOCATED DEALER NOTE LOSSES" shall mean, with respect to
any Due Period, the product of (a) the Noteholder Floating Allocation Percentage
for such Due Period and (b) Series Allocable Dealer Note Losses for such Due
Period.
"NOTEHOLDER AVAILABLE INTEREST AMOUNTS" shall mean, with respect to
any Due Period, the sum of (i) an amount equal to the product of (a) the
Noteholder Floating Allocation Percentage for such Due Period and (b) the Series
Allocable Finance Charge Collections for such Due Period AND (ii) income, net of
investment expenses and losses, from the investment of funds on deposit in the
Deposit Account received during that Due Period.
"NOTEHOLDER AVAILABLE PRINCIPAL AMOUNTS" shall mean, with respect to
any Business Day, the product of (a) the Noteholder Principal Allocation
Percentage for the Due Period in which such Business Day occurs and (b) the
Series Allocable Principal Collections for such Business Day.
"NOTEHOLDER FLOATING ALLOCATION PERCENTAGE" shall mean, with respect
to any Due Period, the percentage equivalent (which percentage shall never be
less than 0% or greater than 100%) of a fraction, the numerator of which is the
sum of the Collateral Amounts for each
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outstanding series of Notes as of the end of the immediately preceding Due
Period (after giving effect to all increases and reductions thereof on such
day), or, with respect to the first Distribution Date, as of the Closing Date,
and the denominator of which is the product of (a) the Series Allocation
Percentage for the Collateral Certificate for the Due Period for which the
Noteholder Floating Allocation Percentage is being calculated and (b) the sum of
the aggregate principal amount of Dealer Notes in the Master Trust and the
aggregate principal amount of funds on deposit in the Excess Funding Account,
both as of the end of the immediately preceding Due Period, or, with respect to
the first Distribution Date, as of the Closing Date.
"NOTEHOLDER PRINCIPAL ALLOCATION PERCENTAGE" shall mean with respect
to any Due Period, the percentage equivalent (which percentage shall never be
less than 0% or greater than 100%) of a fraction, the numerator of which is the
sum of the Collateral Amounts for each outstanding series of Notes as of the end
of the immediately preceding Due Period (or the Issuance Date in the case of the
first Payment Date for such series) (except that if a series of Notes is no
longer in its Revolving Period, its Collateral Amount, for the purpose of this
calculation, shall be its Collateral Amount as of the end of the Due Period
immediately prior to the last day of its Revolving Period) and the denominator
of which is the product of (a) the Series Allocation Percentage for the
Collateral Certificate for the Due Period for which the Noteholder Principal
Allocation Percentage is being calculated and (b) the sum of (i) the aggregate
principal amount of Dealer Notes in the Master Trust and (ii) the aggregate
principal amount of funds on deposit in the Excess Funding Account, both as of
the end of immediately preceding Due Period (or the Issuance Date in the case
of the first Payment Date for such series).
"NOTES" shall have, with respect to any series of Notes, the meaning
specified in the Indenture.
"PAYMENT DATE" shall have, with respect to any series of Notes, the
meaning specified in the Indenture.
"PORTFOLIO YIELD" shall mean, with respect to any Due Period, the
product of (a) the quotient of (i) all Finance Charges for such Due Period and
(ii) the daily average principal amount of Dealer Notes outstanding during such
Due Period and (b) a fraction, the numerator of which is 365 and the denominator
of which is the actual number of days elapsed during such Due Period. Portfolio
Yield shall be expressed as a percentage, and shall be rounded to the nearest
one-hundredth of a percentage point.
"PRINCIPAL SHORTFALL" shall mean, with respect to the Collateral
Certificate, the Series Available Principal Amounts Shortfall.
"REASSIGNMENT AMOUNT" shall mean, with respect to any Distribution
Date, the sum of the Series Reassignment Amount for all series of Notes as of
the end of that Distribution Date after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date.
"REQUIRED SELLER'S INVESTED AMOUNT" shall have, with respect to any
series of Notes, the meaning specified in the related Indenture Supplement.
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"REVOLVING PERIOD" shall have, with respect to any series of Notes,
the meaning specified in the related Indenture Supplement. The Collateral
Certificate will not have a Revolving Period.
"SELLER INTEREST AMOUNTS" shall mean, with respect to any Due Period,
the excess of Series Allocable Finance Charge Collections for such Due Period
over Noteholder Available Interest Amounts for such Due Period.
"SELLER PRINCIPAL AMOUNTS" shall mean, with respect to any Due Period,
the excess of Series Allocable Principal Collections for such Due Period over
Noteholder Available Principal Amounts for such Due Period.
"SELLER'S INVESTED AMOUNT" shall mean "the Master Trust Seller's
Interest" as defined in the Agreement.
"SERIES 200_-_" shall mean the Series of Investor Certificates, the
terms of which are specified in this Series Supplement.
"SERIES 200_-_ CERTIFICATEHOLDER" shall mean the holder of the
Collateral Certificate. Initially, the Indenture Trustee, as the pledgee of the
Navistar Financial Dealer Note Master Owner Trust under the Indenture, shall be
the only holder of the Collateral Certificate.
"SERIES 200_-_ CERTIFICATEHOLDER'S INTEREST" shall have the meaning
specified in SECTION 4.01.
"SERIES 200_-_ CERTIFICATE" shall mean any certificate, substantially
in the form of Exhibit A. Initially, there will be only one Series 200_-_
Certificate, which will be held by the Indenture Trustee as pledgee of the
Navistar Financial Dealer Note Master Owner Trust under the Indenture.
"SERIES ADJUSTED INVESTED AMOUNT" shall mean the Adjusted Invested
Amount.
"SERIES ALLOCABLE DEALER NOTE LOSSES" shall mean, with respect to any
Due Period, the product of (a) the Series Allocation Percentage for such Due
Period and (b) the Dealer Note Losses for such Due Period.
"SERIES ALLOCABLE FINANCE CHARGE COLLECTIONS" shall mean, with respect
to any Due Period, the product of (a) the Series Allocation Percentage for such
Due Period and (b) the amount of Finance Charge Collections for such Due Period.
"SERIES ALLOCABLE PRINCIPAL COLLECTIONS" shall mean, with respect to
any Business Day, the product of (i) the Series Allocation Percentage for the
Due Period in which such Business Day occurs and (ii) the amount of Principal
Collections deposited in the Collections Account on such Business Day.
"SERIES AVAILABLE INTEREST AMOUNTS SHORTFALL" shall have the meaning
specified in the Indenture.
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"SERIES AVAILABLE PRINCIPAL AMOUNTS SHORTFALL" shall have the meaning
specified in the Indenture.
"SERIES INVESTED AMOUNT" shall mean, with respect to the Collateral
Certificate, the Invested Amount.
"SERIES REASSIGNMENT AMOUNT" shall have, with respect to any series of
Notes, the meaning specified in the related Indenture Supplement.
"SERIES TERMINATION DATE" shall mean the latest legal final maturity
date of any outstanding series of Notes.
"SERIES VARIABLE ALLOCATION PERCENTAGE" shall have the meaning
specified in the related Indenture Supplement for each Series of Notes.
"WEIGHTED AVERAGE NOTE RATE" shall have, with respect to any series of
Notes, the meaning specified in the related Indenture Supplement.
(b) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever used
in this Series Supplement or the Agreement with respect to the Collateral
Certificate, Xxxxx'x and Standard & Poor's. As used in this Series Supplement
and in the Agreement with respect to the Collateral Certificate, "highest
investment category" shall mean (i) in the case of Standard & Poor's, A-1+, AAA,
AAAm, or AAAm-G, as applicable, and (ii) in the case of Xxxxx'x, P-1 or Aaa, as
applicable.
(c) All capitalized terms used herein and not otherwise defined
herein have the same meanings ascribed to them in the Agreement.
(d) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Series Supplement shall refer to this Series
Supplement as a whole and not to any particular provision of this Series
Supplement; references to any Article, Section or Exhibit are references to
Articles, Sections and Exhibits in or to this Series Supplement unless otherwise
specified; and the term "including" shall mean "including without limitation."
(e) As used in this Series Supplement, accounting terms which are
not defined, and accounting terms partly defined, herein shall have the
respective meanings given to them under generally accepted accounting principles
as in effect on the date hereof. To the extent that the definitions of
accounting terms in this Series Supplement are inconsistent with the meanings of
such terms under generally accepted accounting principles, the definitions
contained in this Series Supplement will control.
(f) With respect to any Distribution Date or Transfer Date, the
"related Due Period" and the "related Distribution Period" will mean the Due
Period and Distribution Period, respectively, immediately preceding such
Distribution Date or Transfer Date, and the relationships between Due Periods
and Distribution Periods will be correlative to the foregoing relationships.
With respect to any LIBOR Determination Date, the "related Distribution Period"
will mean the Distribution Period beginning on the Distribution Date immediately
following such LIBOR Determination Date.
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(g) Each defined term used in this Series Supplement has a
comparable meaning when used in its plural or singular form. Each
gender-specific term used in this Series Supplement has a comparable meaning
whether used in a masculine, feminine or gender-neutral form.
ARTICLE III
SERVICING
SECTION 3.01 SERVICING COMPENSATION. The monthly servicing fee (the
"MONTHLY SERVICING FEE") shall be payable to the Servicer, in arrears, on each
Distribution Date in respect of a Due Period (or portion thereof) occurring
prior to the earlier of the first Distribution Date following the Series
Termination Date and the first Distribution Date on which no Notes are
outstanding, in an amount equal to one-twelfth of the result of (a) 1%
MULTIPLIED BY (b) the aggregate principal amount of Dealer Notes outstanding as
of the last day of such Due Period MULTIPLIED BY (c) the Series Allocation
Percentage for the Collateral Certificate with respect to such Due Period. A
portion of the Monthly Servicing Fee shall be allocated to each series of Notes
in accordance with the related Indenture Supplement (the "INVESTOR SERVICING
FEE"), and such portion shall be paid in accordance with such Indenture
Supplement and only to the extent of funds available for such payment pursuant
to such Indenture Supplement. The remainder of the Monthly Servicing Fee, shall
be paid by the Seller and in no event shall the Master Trust, the Master Trust
Trustee or the Series 200_-_ Certificateholder be liable for the share of the
Monthly Servicing Fee to be paid by the Seller.
The Servicer will be permitted, in its sole discretion, to waive all
or any portion of the Monthly Servicing Fee for any Distribution Date by notice
to the Master Trust Trustee and the Indenture Trustee on or before the related
Determination Date; PROVIDED, HOWEVER, that the Servicer believes that
sufficient Series Allocable Finance Charge Collections will be available on any
future Distribution Date to pay the Investor Servicing Fee relating to the
waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing
Fee for any Distribution Date, the Monthly Servicing Fee and the Investor
Servicing Fee for such Distribution Date shall be deemed to be reduced by the
amount so waived for all purposes of this Series Supplement and the Agreement;
PROVIDED, HOWEVER, that such Investor Servicing Fee shall be paid on a future
date solely to the extent amounts are available therefor pursuant to the
applicable Indenture Supplement; and, PROVIDED, FURTHER that, to the extent any
such waived Investor Servicing Fee is so paid, the related portion of the
Monthly Servicing Fee to be paid by the Seller shall be paid by the Seller to
the Servicer.
SECTION 3.02 THE SERVICER TO PAY FEES AND EXPENSES OF MASTER OWNER TRUST
TRUSTEE AND INDENTURE TRUSTEE. The Servicer covenants and agrees to pay to from
time to time, and each of the Master Owner Trust Trustee and the Indenture
Trustee shall be entitled to receive, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) for all services rendered by it in the exercise and
performance of any of the powers and duties of such trustee under the Master
Owner Trust Agreement or the Indenture, respectively, and the Servicer will pay
or reimburse the Master Owner Trust Trustee and the Indenture Trustee (without
reimbursement from any Series Account or otherwise) upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Master
Owner Trust Trustee and the Indenture Trustee in accordance with any of the
provisions of the Master Owner Trust Agreement or the Indenture, respectively,
including
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the reasonable fees and expenses of its agents and counsel, except any such
expense, disbursement or advance as may arise from its negligence, bad faith, or
willful misconduct.
SECTION 3.03 SERVICER INDEMNIFICATION OF THE INDENTURE TRUSTEE AND THE
MASTER OWNER TRUST TRUSTEE.
(a) The Servicer shall indemnify, defend and hold harmless the
Master Owner Trust Trustee, the Indenture Trustee and the Master Owner Trust
from and against any and all costs, expenses, losses, claims, damages and
liabilities to the extent that such cost, expense, loss, claim, damage or
liability arose out of, or was imposed upon such Person through the negligence,
willful misfeasance or bad faith of the Servicer in the performance of its
duties under this Series Supplement, the Agreement and any other Issuer
Documents or by reason of reckless disregard of its obligations and duties under
any of the Issuer Documents.
(b) The Servicer (other than any successor Servicer who is not an
affiliate of the initial Servicer) shall indemnify, defend and hold harmless
each of the Master Owner Trust Trustee and the Indenture Trustee and each of
their respective agents, officers, directors and servants, from and against all
costs, expenses, losses, claims, damages and liabilities arising out of or
incurred in connection with (x) in the case of the Master Owner Trust Trustee,
the Indenture Trustee's performance of its duties under the Issuer Documents,
(y) in the case of the Indenture Trustee, the Master Owner Trust Trustee's
performance of its duties under the Issuer Documents or (z) the acceptance,
administration or performance by, or action or inaction of, the applicable
trustee of the rights and duties contained in this Series Supplement, the
Agreement, and the other Issuer Documents except in each case to the extent that
such cost, expense, loss, claim, damage or liability: (A) is due to the willful
misfeasance, bad faith or negligence (except for errors in judgment) of the
Person seeking to be indemnified, (B) to the extent otherwise payable to the
Indenture Trustee, arises from the Indenture Trustee's breach of any of its
representations or warranties in the Indenture or (C) to the extent otherwise
payable to the Master Owner Trust Trustee, arises from the Master Owner Trust
Trustee's breach of any of its representations or warranties set forth in the
Master Owner Trust Agreement.
(c) The Servicer (other than any successor Servicer who is not an
affiliate of the initial Servicer) will indemnify the Master Owner Trust Trustee
in accordance with the provisions specified in SECTION 6.9 of the Master Owner
Trust Agreement.
(d) Indemnification under this SECTION 3.03 shall survive the
resignation or removal of the Master Owner Trust Trustee or the Indenture
Trustee or the termination of this Series Supplement or the Agreement and shall
include reasonable fees and expenses of counsel and expenses of litigation. If
the Servicer has made any indemnity payment pursuant to this SECTION 3.03 and
the recipient thereafter collects any of such amounts from others, the recipient
shall promptly repay such amounts collected to the Servicer, without interest.
ARTICLE IV
RIGHTS OF SERIES 200_-_ CERTIFICATEHOLDER
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.01 RIGHTS OF THE SERIES 200_-_ CERTIFICATEHOLDER. The Collateral
Certificate shall represent fractional undivided interests in the Master Trust,
consisting of the right to
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receive, to the extent necessary to make the required payments with respect to
the Notes at the times and in the amounts and priorities specified in the
Indenture and the Indenture Supplements, Collections allocated to Series 200_-_
pursuant to ARTICLE IV of the Agreement and this ARTICLE IV and funds on deposit
in the Collections Account and the Excess Funding Account allocable to the
Series 200_-_ Certificateholder pursuant to ARTICLE IV of the Agreement and this
ARTICLE IV (collectively, the "SERIES 200_-_ CERTIFICATEHOLDER' INTEREST"); it
being understood that the Collateral Certificate shall not represent any
interest in any Series Account or Enhancement for the benefit of any other
Series or Class. The Servicer shall apply, or instruct the Master Trust Trustee
to apply, all funds on deposit in the Collections Account and Excess Funding
Account allocable to the Collateral Certificate.
SECTION 4.02 APPLICATION OF SERIES ALLOCABLE FINANCE CHARGE COLLECTIONS AND
SERIES ALLOCABLE PRINCIPAL COLLECTIONS.
(a) Application of Series Allocable Principal Collections.
(i) On each Business Day, the Master Trust Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from the
Collections Account and allocate to the Deposit Account to the extent
required Noteholder Available Principal Amounts for such Business Day. Such
Noteholder Available Principal Amounts shall be further allocated and
distributed to each series of Notes in accordance with the Indenture and
each Indenture Supplement related to a series of Notes.
(ii) On each Business Day, the Master Trust Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from the
Collections Account and allocate Seller Principal Amounts for such Business
Day in the following order of priority: (A) to the extent necessary to
maintain the Seller's Invested Amount at an amount equal to (or, in the
discretion of the Seller, greater than) the Minimum Seller's Invested
Amount, to the Principal Funding Account, (B) in the discretion of the
Seller, to make payments on the principal balance of any variable funding
certificate or variable funding note, and (C) to the Seller or the holders
of the Seller's Certificates.
(b) Application of Series Allocable Finance Charge Collections.
(i) On each Transfer Date, the Master Trust Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from the
Collections Account and allocate to the Deposit Account Noteholder
Available Interest Amounts for the related Due Period. Such Noteholder
Available Interest Amounts shall be further allocated and distributed to
each series of Notes in accordance with the Indenture and each Indenture
Supplement related to a series of Notes.
(ii) On each Transfer Date, the Master Trust Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from the
Collections Account and pay to the Seller or the holders of the Seller's
Certificates the Seller Interest Amounts for such Transfer Date.
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SECTION 4.03 SHARED PRINCIPAL COLLECTIONS.
(a) On each Business Day, commencing with the first Business Day
following the Closing Date, the amounts, if any, received on such Business Day
by the Master Trust Trustee from the Indenture Trustee which are designated as
Shared Principal Collections pursuant to the Indenture shall be treated as
Shared Principal Collections by the Master Trust Trustee and allocated (i) to
other Series to the extent such Series provides for the use of Shared Principal
Collections in respect of principal shortfalls, (ii) to the Excess Funding
Account to the extent necessary to maintain the Master Trust Seller's Interest
at an amount equal to (or, in the discretion of the Seller, greater than) the
Minimum Master Trust Seller's Interest, (iii) in the discretion of the Seller,
to make payments on the principal balance of any variable funding certificates
and (iv) to the Seller or the holders of the Seller's Certificates.
(b) On each Business Day following the Closing Date, the Master
Trust Trustee shall, to the extent provided in the Agreement, transfer to the
Indenture Trustee Shared Principal Collections, if any, in respect of such
Business Day equal to the Principal Shortfall. If the aggregate amount of Shared
Principal Collections for all Series for such Business Day is less than the
aggregate amount of Principal Shortfalls for all Series entitled to share Shared
Principal Collections for such Business Day, then the amount of Shared Principal
Collections for the Collateral Certificate for such Business Day shall equal the
product of (x) Shared Principal Collections for all Series for the Distribution
Date preceding such Business Day and (y) a fraction, the numerator of which is
the Principal Shortfall for the Collateral Certificate for the Distribution Date
preceding such Business Day and the denominator of which is the aggregate amount
of Principal Shortfalls for all Series entitled to share Shared Principal
Collections for such Business Day.
SECTION 4.04 EXCESS INTEREST COLLECTIONS
(a) On each Transfer Date, commencing with the initial Transfer
Date, the amounts, if any, received on such Transfer Date by the Master Trust
Trustee from the Indenture Trustee which are designated as Excess Interest
Collections pursuant to the Indenture shall be treated as Excess Interest
Collections by the Master Trust Trustee and allocated (i) to other Series to the
extent such Series provides for the use of Excess Interest Collections and (ii)
to the Seller or the holders of the Seller's Certificates.
(b) On each Transfer Date following the Closing Date, the Master
Trust Trustee shall, to the extent provided in the Agreement, transfer to the
Indenture Trustee Excess Interest Collections, if any, in respect of such
Transfer Date equal to the aggregate amount of Series Available Interest Amounts
Shortfalls for each series of Notes. If the aggregate amount of Excess Interest
Collections for all Series for such Transfer Date is less than the aggregate
amount of finance charge shortfalls for all Series entitled to share Excess
Interest Collections for such Transfer Date, the amount of Excess Interest
Collections for the Collateral Certificate for such Transfer Date shall equal
the product of (x) Excess Interest Collections for all Series for such Transfer
Date and (y) a fraction, the numerator of which is the aggregate amount of
Series Available Interest Amounts Shortfalls for each series of Notes for such
Transfer Date and the denominator of which is the aggregate amount of finance
charge shortfalls for all Series entitled to share Excess Interest Collections
for such Transfer Date.
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SECTION 4.05 ADDITIONAL RIGHTS UPON THE OCCURRENCE OF CERTAIN EVENTS.
Notwithstanding the provisions of SECTION 9.02(a) of the Agreement, if any
Insolvency Event occurs with respect to the Seller, ITEC, NIC or NFC, on the day
of such Insolvency Event, the Seller will (subject to the actions of the
Certificateholder) immediately cease to transfer Dealer Notes to the Master
Trust, and promptly give notice to the Master Trust Trustee, the Master Owner
Trust Trustee and the Indenture Trustee of such Insolvency Event. Under the
terms of the Agreement, if an insolvency event occurs with respect to the Seller
prior to the date on which the Collateral Certificate issued by the Master Trust
has been paid in full, then within 15 days the Master Trust Trustee shall
publish a notice of such Insolvency Event stating that the Master Trust Trustee
intends to sell, liquidate or otherwise dispose of the Dealer Notes in a
commercially reasonable manner and on commercially reasonable terms, unless
within a specified period of time Certificateholders representing more than 50%
of the aggregate series invested amount of the senior most outstanding Class of
Investor Certificates of each such Series and each person holding a Supplemental
Certificate, instruct the Master Trust Trustee not to sell, dispose of or
otherwise liquidate the Dealer Notes and to continue transferring Dealer Notes
as before such Insolvency Event.
ARTICLE V
REPORTS TO SERIES 200_-_ CERTIFICATEHOLDER
SECTION 5.01 MONTHLY AND ANNUAL CERTIFICATEHOLDER'S STATEMENT.
(a) MONTHLY SERIES 200_-_ CERTIFICATEHOLDER'S STATEMENT. At least
two Business Days prior to each Distribution Date, the Servicer will provide to
the Master Trust Trustee and the Paying Agent, and on each Distribution Date,
the Paying Agent shall forward to the Series 200_-_ Certificateholder a Monthly
Servicer Certificate and Settlement Statement substantially in the form of
EXHIBIT B with such changes as the Servicer shall deem necessary or appropriate,
prepared by the Servicer and delivered to the Master Trust Trustee setting
forth, among other things, the following information:
(i) the aggregate amount of Collections, including the
aggregate amount of Finance Charge Collections and the aggregate amount of
Principal Collections for the related Due Period;
(ii) the Series Allocation Percentage, the Noteholder
Floating Allocation Percentage and the Noteholder Principal Allocation
Percentage for the related Due Period;
(iii) the total amount of Series Allocable Finance Charge
Collections for the related Due Period and the amount thereof allocated to
the Noteholders as Noteholder Available Interest Amounts and the amount
thereof allocated to the Seller on such Distribution Date;
(iv) the total amount of Series Allocable Principal
Collections for the related Due Period and the portions thereof allocated
to the Noteholders as Noteholder Available Principal Collections and the
amount thereof allocated to the Seller for that Due Period;
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(v) Dealer Note Losses and Noteholder Allocated Dealer Note
Losses for the related Due Period;
(vi) the amount of the Investor Servicing Fee to be paid on
such Distribution Date;
(vii) the Invested Amount and Adjusted Invested Amount (after
giving effect to all distributions that will occur on such Distribution
Date);
(viii) the aggregate amount of Dealer Notes and funds on
deposit in the Excess Funding Account as of the end of the last day of the
related Due Period (after giving effect to payments and adjustments made
pursuant to Article IV of the Agreement);
(ix) with respect to Eligible Investments in the Excess
Funding Account, as of the last day of the related Due Period, the
aggregate amount of funds invested in Eligible Investments in each such
Series Account, a brief description of each such Eligible Investment and
amount invested in each such Eligible Investment, the rate of interest
applicable to each such Eligible Investment and the rating of each such
Eligible Investment;
(x) the Dealers with the five largest aggregate outstanding
principal amounts of Dealer Notes in the Master Trust as of the end of the
related Due Period;
(xi) the aggregate outstanding principal amount of Dealer
Notes issued to finance each of the OEM Vehicles and used vehicles as of
the end of the related Due Period;
(xii) the amount of Shared Principal Collections and Excess
Interest Collections allocated to the Collateral Certificate and to other
Series, each for the related Due Period; and
(xiii) any other information required to be supplied in the
monthly reports pursuant to the Indenture.
(b) A copy of the statement provided pursuant to SECTION 5.01(a)
will be made available for inspection at the Corporate Trust Office.
(c) ANNUAL CERTIFICATEHOLDER'S TAX STATEMENT. On or about January
31 of each calendar year, beginning with calendar year 200_, the Master Trust
Trustee shall furnish to the Servicer and Paying Agent a list of each Person who
at any time during the preceding calendar year was a Series 200_-_
Certificateholder and received any payment thereon and the dates such Person
held a Series 200_-_ Certificate, and the Paying Agent shall furnish to each
such Series 200_-_ Certificateholder a statement prepared by the Paying Agent
containing the information prepared by the Master Trust Trustee which is
required to be contained in the statement to Series 200_-_ Certificateholder as
set forth in SECTIONS 5.02(a)(iii) AND (iv) above, aggregated for such calendar
year or the applicable portion thereof during which such Person was a Series
200_-_ Certificateholder, together with such other customary information as the
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Master Trust Trustee or the Servicer deems necessary or desirable to enable the
Series 200_-_ Certificateholder to prepare their tax returns, including
information (to be supplied by the Servicer to the Master Trust Trustee)
regarding original issue discount on the Series 200_-_ Certificate, if any. Such
obligation of the Paying Agent shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Master
Trust Trustee pursuant to any requirements of the Code as from time to time in
effect.
ARTICLE VI
EARLY AMORTIZATION EVENTS
SECTION 6.01 NO EARLY AMORTIZATION EVENTS. There shall be no Early
Amortization Events with respect to the Collateral Certificate, and the
Collateral Certificate shall not have an Early Amortization Period.
ARTICLE VII
OTHER SERIES PROVISIONS
SECTION 7.01 CONVEYANCE OF DEALER NOTES. Upon the date on which each Series
is either no longer outstanding or the fully funded date has occurred with
respect thereto, the Master Trust Trustee shall sell, assign and convey to the
Seller or its designee, without recourse, representations or warranty, all
right, title and interest of the Master Trust in the Dealer Notes, whether then
existing or thereafter created, all security interests in the Financed Vehicles
with respect thereto, all monies due or to become due and all amounts received
with respect thereto and all proceeds thereof, except for amounts on deposit in
the Collections Account that are allocable to Investor Certificates and amounts
on deposit in any Series Account. The Master Trust Trustee shall execute and
deliver such instruments of transfer and assignment, in each case without
recourse, as shall be reasonably requested by the Seller to vest in the Seller
or its designee all right, title and interest which the Master Trust had in all
such property.
SECTION 7.02 TAX TREATMENT. The Seller has entered into the Agreement and
this Series Supplement and the Collateral Certificate has been issued with the
intention that the Collateral Certificate will be treated under applicable tax
law as disregarded from the Master Trust so long as the Collateral Certificate
is owned by the Master Owner Trust and Seller is the sole owner of the Master
Trust and the Master Owner Trust (as determined for federal income tax
purposes). Each of the Seller and the Series 200_-_ Certificateholder, by the
acceptance of the Collateral Certificate, agrees to treat the Collateral
Certificate as disregarded from the Master Trust so long as the Collateral
Certificate is owned by the Master Owner Trust and Seller is the sole owner of
the Master Trust and the Master Owner Trust, for federal income taxes, state and
local income and franchise taxes and any other taxes imposed on or measured by
income in whole or in part.
ARTICLE VIII
FINAL DISTRIBUTIONS
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SECTION 8.01 SALE OF INVESTORS' INTEREST PURSUANT TO SECTION 2.07 OF THE
AGREEMENT; DISTRIBUTIONS PURSUANT TO SECTION 2.07 OR 12.03 OF THE AGREEMENT.
(a) The amount to be paid by the Seller to the Collections Account
with respect to the Collateral Certificate in connection with a purchase of the
Certificateholders' Interest pursuant to SECTION 2.07 of the Agreement shall
equal the Reassignment Amount for the Distribution Date on which such purchase
occurs.
(b) The Reassignment Amount, if any, deposited into the Collections
Account pursuant to this SECTION 8.01 or SECTION 2.07 of the Agreement or any
proceeds deposited into the Collections Account pursuant to SECTION 12.03(c) of
the Agreement, shall be allocated and distributed by the Master Trust Trustee in
accordance with the Indenture.
(c) Notwithstanding any other provision to the contrary in this
Series Supplement or the Agreement, the entire amount distributed pursuant to
SECTION 8.01(b) shall be deemed to be a final distribution pursuant to SECTION
12.03 of the Agreement with respect to the Collateral Certificate.
SECTION 8.02 DISTRIBUTION OF PROCEEDS OF SALE, DISPOSITION OR LIQUIDATION
OF THE DEALER NOTES PURSUANT TO SECTION 9.02 OF THE AGREEMENT.
(a) Not later than 12:00 noon,
New York City time, on the
Distribution Date following the date on which the Insolvency Proceeds are
deposited into the Collections Account pursuant to SECTION 9.02(b) of the
Agreement, the Master Trust Trustee shall first (in each case, after giving
effect to any deposits and distributions otherwise to be made on such
Distribution Date) deduct an amount equal to the Invested Amount on such
Distribution Date from the portion of the Insolvency Proceeds allocated to
Series Allocable Principal Collections and distribute such amount to the
Indenture Trustee for application pursuant to the Indenture and Indenture
Supplements; PROVIDED that the amount of such distribution shall not exceed the
product of (x) the portion of the Insolvency Proceeds allocated to Series
Allocable Principal Collections and (y) the Noteholder Floating Allocation
Percentage with respect to the related Due Period. The remainder of the portion
of the Insolvency Proceeds allocated to Series Allocable Principal Collections
shall be allocated to the Master Trust Seller's Interest and shall be
distributed on such Distribution Date to the Seller.
(b) Not later than 12:00 noon,
New York City time, on such
Distribution Date, the Master Trust Trustee shall deduct (in each case, after
giving effect to any deposits and distributions otherwise to be made on such
Distribution Date) an amount equal to the portion of the Insolvency Proceeds
allocated to Series Allocable Finance Charge Collections and distribute such
amount to the Indenture Trustee for application pursuant to the Indenture and
Indenture Supplements; PROVIDED that the sum of such deposits shall not exceed
the product of (x) the portion of the Insolvency Proceeds allocated to Series
Allocable Finance Charge Collections and (y) the Noteholder Floating Allocation
Percentage with respect to the related Due Period. The remainder of the portion
of the Insolvency Proceeds allocated to Series Allocable Finance Charge
Collections shall be allocated to the Master Trust Seller's Interest and shall
be distributed on such Distribution Date to the Seller.
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(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount distributed pursuant to this
SECTION 8.02 shall be deemed to be a final distribution pursuant to SECTION
12.03 of the Agreement with respect to the Collateral Certificate.
ARTICLE IX
MISCELLANEOUS PROVISIONS
SECTION 9.01 RATIFICATION OF AGREEMENT. As supplemented by this Series
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.
SECTION 9.02 COUNTERPARTS. This Series Supplement may be executed in two or
more counterparts (and by different parties on separate counterparts) each of
which shall be an original, but all of which together shall constitute one and
the same instrument.
SECTION 9.03 GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED, 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.
SECTION 9.04 TAX DISCLOSURE. Each of the undersigned parties agrees to
comply with SECTION 14.11 of the Indenture.
SECTION 9.05 CONSENT TO AMENDMENT. By the acceptance of the Collateral
Certificate, the Series 200__-__ Certificateholder, on its own behalf and on
behalf of each Noteholder (as defined in the Indenture) hereby consents to the
following amendments of the Agreement:
(a) The definition of "Dealer Note" in SECTION 1.01 of the
Agreement is hereby deleted in its entirety and replaced with the following:
"DEALER NOTE" shall mean a promissory note acquired by NFC to finance
(i) an International Vehicle or an OEM Vehicle purchased by a Dealer or (ii) a
used truck, truck body, bus or trailer or a new trailer for which NFC chooses to
provide financing to a Dealer. When used herein, unless the context otherwise
requires, "Dealer Notes" shall refer to those Dealer Notes which are held by the
Master Trust.
(b) Clause (v) of the definition of "Eligible Dealer Note" in
SECTION 1.01 of the Agreement is hereby deleted in its entirety and replaced
with the following:
(v) which finances a new class 3 or higher truck, truck body or bus
produced by or for a member of the Navistar Group or an OEM Supplier, a new or
used trailer, or a used class 3 or higher truck, truck body or bus.
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(c) The definition of "International Vehicles" in SECTION 1.01 of
the Agreement is hereby deleted in its entirety and replaced with the following:
"INTERNATIONAL VEHICLES" shall mean any truck, truck body, bus or
trailer produced by, or for, ITEC or an affiliate of ITEC and sold by ITEC to
Dealers.
(d) The definition of "OEM Vehicle" in SECTION 1.01 of the
Agreement is hereby deleted in its entirety and replaced with the following:
"OEM VEHICLES" shall mean a new truck, truck body, bus or trailer
manufactured by, or for, a manufacturer other than ITEC.
For the purpose of any vote or consent under the
Pooling and Servicing Agreement
or any supplement thereto, the rules of construction set forth in SECTION 10.07
of the Indenture shall apply.
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IN WITNESS WHEREOF, the Seller, the Servicer and the Master Trust
Trustee have caused this Series Supplement to be duly executed by their
respective officers as of the day and year first above written.
NAVISTAR FINANCIAL SECURITIES
CORPORATION
as Seller
By:
------------------------
Name:
Title:
NAVISTAR FINANCIAL CORPORATION
as Servicer
By:
------------------------
Name:
Title:
THE BANK OF
NEW YORK
as Master Trust Trustee
By:
------------------------
Name:
Title:
