EXHIBIT 10.4
ADMINISTRATION AGREEMENT
AMONG
NAVISTAR FINANCIAL 1996-B OWNER TRUST
ISSUER
AND
NAVISTAR FINANCIAL CORPORATION
ADMINISTRATOR
AND
THE BANK OF NEW YORK
INDENTURE TRUSTEE
DATED AS OF NOVEMBER 6, 1996
ADMINISTRATION AGREEMENT, dated as of November 6, 1996
among NAVISTAR FINANCIAL 1996-B OWNER TRUST, a Delaware business
trust (the "Issuer"), NAVISTAR FINANCIAL CORPORATION, a Delaware
corporation, as administrator (the "Administrator"), and THE BANK
OF NEW YORK, a New York banking corporation, not in its
individual capacity but solely as Indenture Trustee (the
"Indenture Trustee").
W I T N E S S E T H :
WHEREAS, the Issuer is issuing Notes pursuant to an
Indenture, dated as of November 6, 1996 (as amended and
supplemented from time to time, the "Indenture"), between the
Issuer and the Indenture Trustee;
WHEREAS, the Issuer has entered into (or assumed)
certain agreements in connection with the issuance of the Notes
and the Certificates, including (i) the Pooling and Servicing
Agreement, (ii) the Note Depository Agreement, (iii) the
Certificate Depository Agreement and (iv) the Indenture;
WHEREAS, pursuant to the Basic Documents, the Issuer
and Chase Manhattan Bank Delaware, as Owner Trustee, are required
to perform certain duties in connection with (a) the Notes and
the Collateral and (b) the Certificates;
WHEREAS, the Issuer and the Owner Trustee desire to
have the Administrator perform certain of the duties of the
Issuer and the Owner Trustee referred to in the preceding clause,
and to provide such additional services consistent with the terms
of this Agreement and the Basic Documents as the Issuer and the
Owner Trustee may from time to time request;
WHEREAS, the Administrator has the capacity to provide
the services required hereby and is willing to perform such
services for the Issuer and the Owner Trustee on the terms set
forth herein;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained, the parties agree as
follows:
1. Certain Definitions. Capitalized terms used but
not otherwise defined herein shall have the respective meanings
assigned them in Part I of Appendix A to the Pooling and
Servicing Agreement of even date herewith among the Issuer,
Navistar Financial Retail Receivables Corporation and Navistar
Financial Corporation, as Servicer (as it may be amended,
supplemented or modified from time to time, the "Pooling and
Servicing Agreement"). All references herein to "the Agreement"
or "this Agreement" are to this Administration Agreement as it
may be amended, supplemented or modified from time to time, the
exhibits hereto and the capitalized terms used herein which are
defined in such Appendix A, and all references herein to Sections
and subsections are to Sections and subsections of this Agreement
unless otherwise specified. The rules of construction set forth
in Part II of such Appendix A shall be applicable to this
Agreement.
2. Duties of the Administrator.
(a) Duties with Respect to the Depository Agreements
and the Indenture. (i) The Administrator agrees to perform all
its duties as Administrator and the duties of the Issuer and the
Owner Trustee under the Indenture and the Depository Agreements.
In addition, the Administrator shall consult with the Owner
Trustee regarding the duties of the Issuer and the Owner Trustee
under the Indenture and the Depository Agreements. The
Administrator shall monitor the performance of the Issuer and
shall advise the Owner Trustee when action is necessary to comply
with the duties of the Issuer and the Owner Trustee under the
Indenture and the Depository Agreements. The Administrator shall
prepare for execution by the Issuer or the Owner Trustee or shall
cause the preparation by other appropriate persons of all such
documents, reports, filings, instruments, certificates, notices
and opinions as it shall be the duty of the Issuer or the Owner
Trustee, as applicable, to prepare, file or deliver pursuant to
the Indenture and the Depository Agreements.
In furtherance of the foregoing, the Administrator shall take all
appropriate action that it is the duty of the Issuer or the Owner
Trustee to take pursuant to the Indenture including such of the
foregoing as are required with respect to the following matters
under the Indenture (references are to sections of the
Indenture):
(A) the preparation of or obtaining of the documents
and instruments required for authentication of the Notes and
delivery of the same to the Indenture Trustee (Section 2.2);
(B) causing the Note Register to be kept and giving
the Indenture Trustee notice of any appointment of a new
Note Registrar and the location, or change in location, of
the Note Register (Section 2.4);
(C) the notification of Noteholders of the final
principal payment on their Notes (Section 2.7(e));
(D) the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents
required for the release of collateral (Section 2.9);
(E) the preparation of Definitive Notes and arranging
the delivery thereof (Section 2.12);
(F) the maintenance of an office in the Borough of
Manhattan, the City of New York, for registration of
transfer or exchange of Notes (Section 3.2);
(G) causing newly appointed Paying Agents, if any, to
deliver to the Indenture Trustee the instrument specified in
the Indenture regarding funds held in trust (Section
3.3(c));
(H) the direction to the Indenture Trustee to deposit
monies with Paying Agents, if any, other than the Indenture
Trustee (Section 3.3(b));
(I) the obtaining and preservation of the Issuer's
qualification to do business in each jurisdiction in which
such qualification is or shall be necessary to protect the
validity
and enforceability of the Indenture, the Notes, the
Collateral and each other instrument and agreement included
in the Trust Estate (Section 3.4);
(J) the preparation of all supplements, amendments,
financing statements, continuation statements, instruments
of further assurance and other instruments, in accordance
with Section 3.5 of the Indenture, necessary to protect the
Trust Estate (Section 3.5);
(K) the delivery of the Opinion of Counsel on the
Closing Date, in accordance with Section 3.6(a) of the
Indenture, as to the Trust Estate, and the annual delivery
of the Opinion of Counsel, the Officers' Certificate and
certain other statements, in accordance with Sections 3.6(b)
and 3.9 of the Indenture, as to compliance with the
Indenture (Sections 3.6 and 3.9);
(L) the identification to the Indenture Trustee in an
Officers' Certificate of a Person with whom the Issuer has
contracted to perform its duties under the Indenture
(Section 3.7(b));
(M) the notification of the Indenture Trustee and the
Rating Agencies of a Servicer Default pursuant to the
Pooling and Servicing Agreement and, if such Servicer
Default arises from the failure of the Servicer to perform
any of its duties under the Pooling and Servicing Agreement,
the taking of all reasonable steps available to remedy such
failure (Section 3.7(d));
(N) the preparation and obtaining of documents and
instruments required for the release of the Issuer from its
obligations under the Indenture (Section 3.11(b));
(O) the delivery of notice to the Indenture Trustee of
each Event of Default under the Indenture, each Servicer
Default, any Insolvency Event with respect to the Seller,
each default by the Seller under the Pooling and Servicing
Agreement and each default by NFC under the Purchase
Agreement (Section 3.19);
(P) the monitoring of the Issuer's obligations as to
the satisfaction and discharge of the Indenture and the
preparation of an Officers' Certificate and the obtaining of
the Opinion of Counsel and the Independent Certificate
relating thereto (Section 4.1);
(Q) the compliance with any written directive of the
Indenture Trustee with respect to the sale of the Trust
Estate in a commercially reasonable manner if an Event of
Default shall have occurred and be continuing (Section 5.4);
(R) the preparation and delivery of notice to
Noteholders of the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee (Section 6.8);
(S) the preparation of any written instruments
required to confirm more fully the authority of any
co-trustee or separate trustee and any written instruments
necessary in connection with the resignation or removal of
any co-trustee or separate trustee (Sections 6.8 and 6.10);
(T) the furnishing of the Indenture Trustee with the
names and addresses of Noteholders during any period when
the Indenture Trustee is not the Note Registrar (Section
7.1);
(U) the preparation and, after execution by the
Issuer, the filing with the Commission, any applicable state
agencies and the Indenture Trustee of documents required to
be filed on a periodic basis with, and summaries thereof as
may be required by rules and regulations prescribed by, the
Commission and any applicable state agencies and the
transmission of such summaries, as necessary, to the
Noteholders (Section 7.3);
(V) the preparation of an Issuer Request and Officer's
Certificate and the obtaining of an Opinion of Counsel
and Independent Certificates, if necessary, for the
release of the Trust Estate (Sections 8.4 and 8.5);
(W) the preparation of Issuer Orders and the obtaining
of Opinions of Counsel with respect to the execution of
supplemental indentures and the mailing to the Noteholders
of notices with respect to such supplemental indentures
(Sections 9.1, 9.2 and 9.3);
(X) the execution and delivery of new Notes conforming
to any supplemental indenture (Section 9.6);
(Y) the notification of Noteholders and the Rating
Agencies of redemption of the Notes or the duty to cause the
Indenture Trustee to provide such notification (Sections
10.1 and 10.2);
(Z) the preparation of all Officer's Certificates,
Opinions of Counsel and Independent Certificates with
respect to any requests by the Issuer to the Indenture
Trustee to take any action under the Indenture (Section
11.1(a));
(AA) the preparation and delivery of Officers'
Certificates and the obtaining of Independent Certificates,
if necessary, for the release of property from the lien of
the Indenture (Section 11.1(b));
(BB) the notice or other communication to the Rating
Agencies, upon the failure of the Indenture Trustee to give
such notice or other communication pursuant to Section 11.4
(Section 11.4);
(CC) the preparation and delivery to Noteholders and
the Indenture Trustee of any agreements with respect to
alternate payment and notice provisions (Section 11.6); and
(DD) the recording of the Indenture, if applicable
(Section 11.15).
(ii) In addition, the Administrator will indemnify the
Owner Trustee and its agents for, and hold them harmless against,
any losses, liability or expense incurred without negligence or
bad faith on their part, arising out of or in connection with the
acceptance or administration of the transactions contemplated by
the Trust Agreement, including the reasonable
costs and expenses of defending themselves against any claim or
liability in connection with the exercise or performance of any
of their powers or duties under the Trust Agreement.
(b) Additional Duties.
(i) In addition to the duties of the Administrator set
forth above, the Administrator shall perform such calculations
and shall prepare for execution by the Issuer or the Owner
Trustee or shall cause the preparation by other appropriate
persons of all such documents, reports, filings, instruments,
certificates, notices and opinions as it shall be the duty of the
Issuer or the Owner Trustee to prepare, file or deliver pursuant
to the Basic Documents, and at the request of the Owner Trustee
shall take all appropriate action that it is the duty of the
Issuer or the Owner Trustee to take pursuant to the Basic
Documents. Subject to Section 7 of this Agreement, and in
accordance with the directions of the Owner Trustee, the
Administrator shall administer, perform or supervise the
performance of such other activities in connection with the
Collateral (including the Basic Documents) as are not covered by
any of the foregoing provisions and as are expressly requested by
the Owner Trustee and are reasonably within the capability of the
Administrator.
(ii) Notwithstanding anything in this Agreement or the
Basic Documents to the contrary, the Administrator shall be
responsible for promptly notifying the Owner Trustee if any
withholding tax is imposed on the Trust's payments to a
Certificateholder as contemplated in Section 5.2(c) of the Trust
Agreement. Any such notice shall specify the amount of any
withholding tax required to be withheld by the Owner Trustee
pursuant to such provision.
(iii) Notwithstanding anything in this Agreement or
the Basic Documents to the contrary, the Administrator shall be
responsible for performance of the duties of the Owner Trustee
set forth in Sections 5.2(d), 5.4(a), (b), (c) and (d) and the
last two sentences of Section 5.4, and Section 5.5 of the Trust
Agreement with respect to, among other things, accounting and
reports to Certificateholders; provided, however, that the Owner
Trustee shall retain responsibility for the distribution to the
Certificateholders of the Schedule K-1's necessary to enable each
Certificateholder to prepare its federal and state income tax
returns.
(iv) The Administrator may satisfy any obligations it
may have with respect to clauses (ii) and (iii) above by
retaining, at the expense of the Trust payable by the
Administrator, a firm of independent public accountants
acceptable to the Owner Trustee which shall perform the
obligations of the Administrator thereunder. Such accountants or
the Administrator shall provide the Owner Trustee on or before
November 20, 1996 with a letter specifying whether any
withholding tax specified in the preceding clause (ii) is then
required and, if required, specifying the procedures to be
followed to comply with the Code. Such accountants or the
Administrator shall update such letter if and to the extent it
shall no longer be accurate.
(v) The Administrator shall perform the duties of the
Administrator specified in Section 6.10 of the Trust Agreement
required to be performed in connection with the resignation or
removal of the Owner Trustee, and any other duties expressly
required to be performed by the Administrator under the Trust
Agreement.
(vi) In carrying out the foregoing duties or any of its
other obligations under this Agreement, the Administrator may
enter into transactions with or otherwise deal with any of its
Affiliates; provided, however, that the terms of any such
transactions or dealings shall be in accordance with any
directions received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer than
would be available from Persons that are not Affiliates of the
Administrator.
(vii) The Administrator hereby agrees to execute on
behalf of the Issuer all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of
the Issuer or the Owner Trustee to prepare, file or deliver
pursuant to the Basic Documents.
(c) Non-Ministerial Matters.
(i) With respect to matters that in the reasonable
judgment of the Administrator are non-ministerial, the
Administrator shall not take any action unless, within a
reasonable time before the taking of such action, the
Administrator shall have notified the Owner Trustee of the
proposed action and the Owner Trustee shall not have withheld
consent or provided an alternative direction. For the purpose of
the preceding sentence, "non-ministerial matters" shall include:
(A) the amendment of or any supplement to the
Indenture;
(B) the initiation of any claim or lawsuit by the
Issuer and the compromise of any action, claim or lawsuit
brought by or against the Issuer;
(C) the amendment, change or modification of any of
the Basic Documents;
(D) the appointment of successor Note Registrars,
successor Paying Agents and successor Indenture Trustees
pursuant to the Indenture or the appointment of successor
Administrators or successor Servicers, or the consent to the
assignment by the Note Registrar, Paying Agent or Indenture
Trustee of its obligations under the Indenture; and
(E) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and shall
not, (x) make any payments to the Noteholders under the Basic
Documents, (y) sell the Trust Estate pursuant to Section 5.4 of
the Indenture or (z) take any other action that the Issuer
directs the Administrator not to take on its behalf.
3. Successor Servicer and Administrator. The Issuer
shall undertake, as promptly as possible after the giving of
notice of termination to the Servicer of the Servicer's rights
and powers pursuant to Section 8.02 of the Pooling and Servicing
Agreement, to enforce the provisions of Sections 8.02, 8.03 and
8.04 of the Pooling and Servicing Agreement with respect to the
appointment of a successor Servicer. Such successor Servicer
shall, upon compliance with Sections 10(e)(ii) and (iii), become
the successor Administrator hereunder.
4. Records. The Administrator shall maintain
appropriate books of account and records relating to services
performed hereunder, which books of account and records shall be
accessible for inspection by the Issuer, the Owner Trustee and
the Seller at any time during normal business hours.
5. Compensation. As compensation for the performance
of the Administrator's obligations under this Agreement and as
reimbursement for its expenses related thereto, the Servicer
shall pay the Administrator a monthly fee in the amount of
$1,500.
6. Additional Information To Be Furnished to the
Issuer. The Administrator shall furnish to the Issuer from time
to time such additional information regarding the Collateral as
the Issuer shall reasonably request.
7. Independence of the Administrator. For all
purposes of this Agreement, the Administrator shall be an
independent contractor and shall not be subject to the
supervision of the Issuer or the Owner Trustee with respect to
the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the
Issuer, the Administrator shall have no authority to act for or
represent the Issuer or the Owner Trustee in any way and shall
not otherwise be deemed an agent of the Issuer or the Owner
Trustee.
8. No Joint Venture. Nothing contained in this
Agreement (i) shall constitute the Administrator and either of
the Issuer or the Owner Trustee as members of any partnership,
joint venture, association, syndicate, unincorporated business or
other separate entity, (ii) shall be construed to impose any
liability as such on any of them or (iii) shall be deemed to
confer on any of them any express, implied or apparent authority
to incur any obligation or liability on behalf of the others.
9. Other Activities of Administrator. Nothing herein
shall prevent the Administrator or its Affiliates from engaging
in other businesses or, in its sole discretion, from acting in a
similar capacity as an administrator for any other person or
entity even though such person or entity may engage in business
activities similar to those of the Issuer, the Owner Trustee or
the Indenture Trustee.
10. Term of Agreement; Resignation and Removal of
Administrator.
(a) This Agreement shall continue in force until the
dissolution of the Issuer, upon which event this Agreement shall
automatically terminate.
(b) Subject to Section 10(e), the Administrator may
resign its duties hereunder by providing the Issuer with at least
60 days' prior written notice.
(c) Subject to Section 10(e), the Issuer may remove
the Administrator without cause by providing the Administrator
with at least 60 days' prior written notice.
(d) Subject to Section 10(e), at the sole option of
the Issuer, the Administrator may be removed immediately upon
written notice of termination from the Issuer to the
Administrator if any of the following events shall occur:
(i) the Administrator shall default in the performance
of any of its duties under this Agreement and, after notice
from the Issuer of such default, shall not cure such default
within ten days (or, if such default cannot be cured in such
time, shall not give within ten days such assurance of cure
as shall be reasonably satisfactory to the Issuer);
(ii) a court having jurisdiction in the premises shall
enter a decree or order for relief, and such decree or order
shall not have been vacated within 60 days, in respect of
the Administrator in any involuntary case under any
applicable bankruptcy, insolvency or other similar law now
or hereafter in effect or appoint a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar
official for the Administrator or any substantial part of
its property or order the winding-up or liquidation of its
affairs; or
(iii) the Administrator shall commence a voluntary
case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, shall consent to the
entry of an order for relief in an involuntary case under
any such law, or shall consent to the appointment of a
receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for the Administrator or
any substantial part of its property, shall consent to the
taking of possession by any such official of any substantial
part of its property, shall make any general assignment for
the benefit of creditors or shall fail generally to pay its
debts as they become due.
The Administrator agrees that if any of the events
specified in clauses (ii) or (iii) of this Section 10(d) shall
occur, it shall give written notice thereof to the Issuer and the
Indenture Trustee within seven days after the happening of such
event.
(e) No resignation or removal of the Administrator
pursuant to this Section 10 shall be effective until (i) a
successor Administrator shall have been appointed by the Issuer,
(ii) such successor Administrator shall have agreed in writing to
be bound by the terms of this Agreement in the same manner as the
Administrator is bound hereunder, and (iii) the Rating Agency
Condition has been satisfied with respect to such proposed
appointment.
11. Action upon Termination, Resignation or Removal.
Promptly upon the effective date of termination of this Agreement
pursuant to Section 10(a) or the resignation or removal of the
Administrator pursuant to Section 10(b) or (c), respectively, the
Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the effective date of
such termination, resignation or removal. The Administrator
shall forthwith upon such termination pursuant to Section 10(a)
deliver to the Issuer all property and documents of or relating
to the Collateral then in the custody of the Administrator. In
the event of the resignation or removal of the Administrator
pursuant to Section 10(b) or (c), respectively, the Administrator
shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of
the duties of the Administrator.
12. Notices. All demands, notices and communications
upon or to the Issuer, either Trustee, the Administrator or the
Rating Agencies under this Agreement shall be delivered as
specified in Appendix B to the Pooling and Servicing Agreement.
13. Amendments.
(a) This Agreement may be amended from time to time
with prior notice to the Rating Agencies by a written amendment
duly executed and delivered by the Issuer, the Administrator and
the Indenture Trustee, with the written consent of the Owner
Trustee, without the consent of the Securityholders, for any of
the following purposes:
(i) to add provisions hereof for the benefit of the
Securityholders or to surrender any right or power herein
conferred upon the Administrator;
(ii) to cure any ambiguity or to correct or supplement
any provision herein which may be inconsistent with any other
provision herein or in any other Basic Document;
(iii) to evidence and provide for the appointment
of a successor Administrator hereunder and to add to or change
any of the provisions of this Agreement as shall be necessary to
facilitate such succession; and
(iv) to add any provisions to, or change in any manner
or eliminate any of the provisions of, this Agreement, or modify
in any manner the rights of the Securityholders; provided,
however, that such amendment under this Section 13(a)(iv) shall
not, as evidenced by an Opinion of Counsel, materially and
adversely affect in any material respect the interest of any
Securityholder.
Prior to the execution of any amendment pursuant to this Section
13(a), the Administrator shall furnish written notification of
the substance of such amendment to each of the Rating Agencies.
(b) This Agreement may also be amended by the Issuer,
the Administrator and the Indenture Trustee with prior notice to
the Rating Agencies and with the written consent of the Owner
Trustee and the holders of Notes evidencing at least a majority
in the Outstanding Amount of the Notes as of the close of the
immediately preceding Distribution Date, the holders of Class B
Certificates evidencing at least a majority of the Class B Voting
Interests as of the close of the immediately preceding
Distribution Date and the holders of Class C Certificates
evidencing at least a majority of the Class C Voting Interests as
of the close of the immediately preceding Distribution Date for
the purpose of adding any provisions to, changing in any manner
or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of Securityholders; provided,
however, that no such amendment may (i) increase or reduce in any
manner the amount of, or accelerate or delay the timing of,
collections of payments on Receivables or distributions that are
required to be made for the benefit of the Securityholders, (ii)
reduce the percentage of the holders of Securities which are
required to consent to any amendment of this Agreement or (iii)
modify or alter any provision of this Section 13, except to
provide that certain additional provisions of this Agreement and
the Basic Documents cannot be modified or waived without the
consent of each Securityholder affected thereby, without, in any
such case, the consent of the holders of all the outstanding
Securities.
(c) Notwithstanding Sections 13(a) and (b), the
Administrator may not amend this Agreement without the permission
of the Seller, which permission shall not be unreasonably
withheld.
14. Successors and Assigns. This Agreement may not be
assigned by the Administrator unless such assignment is
previously consented to in writing by the Issuer and the Owner
Trustee and subject to the satisfaction of the Rating Agency
Condition in respect thereof. An assignment with such consent
and satisfaction, if accepted by the assignee, shall bind the
assignee hereunder in the same manner as the Administrator is
bound hereunder. Notwithstanding the foregoing, this Agreement
may be assigned by the Administrator without the consent of the
Issuer or the Owner Trustee to a corporation or other
organization that is a successor (by merger, consolidation or
purchase of assets) to the Administrator, provided that such
successor organization executes and delivers to the Issuer, the
Owner Trustee and the Indenture Trustee an agreement in which
such corporation or other organization agrees to be bound
hereunder by the terms of such assignment in the same manner as
the Administrator is bound hereunder. Subject to the foregoing,
this Agreement shall bind any successors or assigns of the
parties hereto.
15. GOVERNING LAW. All questions concerning the
construction, validity and interpretation of this Agreement shall
be governed by and construed and enforced in accordance with the
internal laws of the State of Illinois, without giving effect to
any choice of law or conflict provision or rule (whether of the
State of Illinois or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State
of Illinois.
16. Headings. The section headings hereof have been
inserted for convenience of reference only and shall not define
or limit any of the terms or provisions hereof.
17. Separate Counterparts. This Agreement may be
executed by the parties in separate counterparts, each of which
when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same
instrument.
18. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement
shall for any reason whatsoever be held invalid, then such
covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or
terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of
the Certificates or the rights of the holders thereof.
19. Not Applicable to Navistar Financial Corporation
in Other Capacities. Nothing in this Agreement shall affect any
obligation Navistar Financial Corporation may have in any other
capacity.
20. Limitation of Liability of Owner Trustee and
Indenture Trustee. (a) Notwithstanding anything contained herein
to the contrary, this instrument has been executed on behalf of
the Issuer by Chase Manhattan Bank Delaware, not in its
individual capacity but solely as Owner Trustee on behalf of the
Trust and in no event shall Chase Manhattan Bank Delaware have
any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or in any
of the certificates, notices or agreements delivered pursuant
hereto, as to all of which recourse shall be had solely to the
assets of the Issuer. For all purposes of this Agreement, in the
performance of any duties or obligations of the Issuer hereunder,
the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Article VI of the Trust
Agreement.
(b) Notwithstanding anything contained herein to the
contrary, this Agreement has been executed by The Bank of New
York, not in its individual capacity but solely in its capacity
as Indenture Trustee and in no event shall The Bank of New York
have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer
hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be
had solely to the assets of the Issuer.
21. Third-Party Beneficiary. Each of the Seller,
only to the extent provided in Section 13(c), and the Owner
Trustee is a third-party beneficiary to this Agreement and is
entitled to the rights and benefits hereunder and may enforce the
provisions hereof as if it were a party hereto.
22. Merger and Integration. Except as specifically
stated otherwise herein, this Agreement sets forth the entire
understanding of the parties relating to the subject matter
hereof, and all prior understandings, written or oral, are
superseded by this Agreement. This Agreement may not be
modified, amended, waived, or supplemented except as provided
herein.
* * * * *
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed by their respective officers as of
the day and year first above written.
NAVISTAR FINANCIAL 1996-B OWNER TRUST
By: CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity, but
solely as Owner Trustee on behalf of
the Trust
By:
Name: Xxxx X. Xxxxxx
Title: Senior Trust Officer
THE BANK OF NEW YORK, as Indenture Trustee
By:
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
NAVISTAR FINANCIAL CORPORATION,
as Administrator
By:
Name: R. Xxxxx Xxxx
Title: Vice President
