EXHIBIT 99.2
Execution Copy
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ADMINISTRATION AGREEMENT
AMONG
NAVISTAR FINANCIAL 2003-A OWNER TRUST
ISSUER
AND
NAVISTAR FINANCIAL CORPORATION
ADMINISTRATOR
AND
THE BANK OF NEW YORK
INDENTURE TRUSTEE
DATED AS OF JUNE 5, 2003
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ADMINISTRATION AGREEMENT, dated as of June 5, 2003 among
NAVISTAR FINANCIAL 2003-A OWNER TRUST, a Delaware statutory trust ("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 June 5, 2003 (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 Agreement, (ii) the Servicing Agreement, (iii) the
Note Depository Agreement and (iv) the Indenture (collectively, the "Issuer
Documents");
WHEREAS, pursuant to the Basic Documents, the Issuer and Chase
Manhattan Bank USA, National Association, 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 Agreement of even date herewith between the
Issuer and Navistar Financial Retail Receivables Corporation (as it may be
amended, supplemented or modified from time to time, the "Pooling 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 Issuer Documents.
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(i) The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer and the Owner Trustee under
the Issuer Documents. In addition, the Administrator shall consult with
the Owner Trustee regarding the duties of the Issuer and the Owner
Trustee under the Issuer Documents. The Administrator shall monitor the
performance of the Issuer and the Owner Trustee and shall advise the
Owner Trustee when action is necessary to comply with the duties of the
Issuer and the Owner Trustee under the Issuer Documents. 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 to prepare, file or deliver pursuant to the Issuer Documents.
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 Issuer Documents, including such of the
foregoing as are required with respect to the following matters under
the Issuer Documents (unless otherwise specified, 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 Owner Trust Estate
(Section 3.4);
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(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 Owner 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
Owner 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 Servicing
Agreement and, if such Servicer Default arises from the failure of the
Servicer to perform any of its duties under the 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 under
the Servicing Agreement, each default by the Seller under the Pooling
Agreement, each default by NFC under the Purchase Agreement and each
default by Harco Leasing under the Lease 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 Owner 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);
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(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 the statements to Securityholders
in accordance with Section 8.8(a) of the Indenture (Section 8.8(a));
(X) 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);
(Y) the execution and delivery of new Notes conforming to
any supplemental indenture (Section 9.6);
(Z) 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);
(AA) 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));
(BB) 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));
(CC) 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);
(DD) 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
(EE) the recording of the Indenture, if applicable
(Section 11.15).
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(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 gross negligence, willful
misconduct 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 payments from the Trust 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 Issuer or the Owner Trustee set
forth in Sections 5.2(d), 5.4 and 5.5 of the Trust Agreement with
respect to, among other things, accounting and reports to
Certificateholders.
(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. If a
withholding tax specified in the previous clause (ii) is due, such
accountants or the Administrator shall provide the Owner Trustee with a
letter specifying which withholding tax specified in the preceding
clause (ii) is then required and specifying the procedures to be
followed to comply with the Code (a) on or before June 16, 2003 if such
withholding tax is due in connection with a payment made on the first
Distribution Date or (b) in all other
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instances, thirty days before such tax is to be withheld. 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 Owner Trustee
to prepare, file or deliver pursuant to the Basic Documents.
(viii) Notwithstanding anything in this Agreement or the
Basic Documents to the contrary, the Administrator shall be responsible
for performance of the duties of NFRRC set forth in Section 2.6(iii) of
the Trust Agreement.
(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.
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(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 Indenture
Trustee 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 7.02 of the Servicing Agreement, to enforce the provisions of Sections
6.06, 7.02, 7.03 and 7.04 of the 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 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.
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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) The undersigned parties acknowledge that upon the
appointment of a successor Servicer pursuant to the Servicing
Agreement, the Administrator may immediately resign and such successor
Servicer shall automatically become the Administrator hereunder.
(c) Subject to Section 10(f), the Administrator may
resign its duties hereunder by providing the Issuer and the Owner
Trustee with at least 60 days' prior written notice.
(d) Subject to Section 10(f), the Issuer may remove the
Administrator without cause by providing the Administrator with at
least 60 days' prior written notice.
(e) Subject to Section 10(f), 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 or the Owner Trustee 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 and the Owner Trustee);
(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, the Owner Trustee and the Indenture
Trustee within seven days after the happening of such event.
(f) 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
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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, the Owner Trustee, the Indenture Trustee, the Administrator or
the Rating Agencies under this Agreement shall be delivered as specified in
Appendix B to the Pooling 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.
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(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 of the Controlling
Class 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; provided however that the obligations, rights and remedies of the
Indenture Trustee hereunder shall be governed by the internal laws of the State
of New York.
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.
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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 USA, National Association, not in its individual capacity but
solely as Owner Trustee on behalf of the Trust and in no event shall Chase
Manhattan Bank USA, National Association in its individual capacity 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.
* * * * *
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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 2003-A OWNER TRUST
By: CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, not in its individual
capacity, but solely as Owner Trustee
on behalf of the Trust
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
THE BANK OF NEW YORK, not in its individual
capacity but solely as Indenture Trustee
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
NAVISTAR FINANCIAL CORPORATION, as
Administrator
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
