Exhibit 99.2
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ADMINISTRATION AGREEMENT
AMONG
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
NOT IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS OWNER TRUSTEE
AND
NAVISTAR FINANCIAL CORPORATION
ADMINISTRATOR
AND
THE BANK OF NEW YORK
INDENTURE TRUSTEE
DATED AS OF APRIL 30, 2002
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ADMINISTRATION AGREEMENT, dated as of April 30, 2002 among CHASE MANHATTAN
BANK USA, NATIONAL ASSOCIATION, not in its individual capacity, but solely as
Owner Trustee (the "Owner Trustee"), 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 Owner Trustee, not in its individual capacity, but acting
solely as Owner Trustee under the Trust Agreement, is issuing Notes pursuant to
an Indenture, dated as of April 30, 2002 (as amended and supplemented from time
to time, the "Indenture"), between Chase Manhattan Bank USA, National
Association (not in its individual capacity, but solely as Owner Trustee under
the Trust Agreement) and the Indenture Trustee;
WHEREAS, the Owner Trustee 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 and
(iii) the Indenture;
WHEREAS, pursuant to the Basic Documents, the Owner Trustee is required to
perform certain duties in connection with (a) the Notes and the Collateral and
(b) the Certificates;
WHEREAS, the Owner Trustee desires to have the Administrator perform
certain of the duties of 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 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 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 Chase
Manhattan Bank USA, National Association, acting as Owner Trustee of the
Navistar Financial 2002-A Owner Trust, 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.
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2. Duties of the Administrator.
(a) Duties with Respect to the Note Depository Agreements and the
Indenture.
(i) The Administrator agrees to perform all its duties as
Administrator and the duties of the Owner Trustee under the Indenture
and the Note Depository Agreement. In addition, the Administrator
shall consult with the Owner Trustee regarding the duties of the Owner
Trustee under the Indenture or the Note Depository Agreement. The
Administrator shall monitor the performance of the Owner Trustee and
shall advise the Owner Trustee when action is necessary to comply with
the duties of the Owner Trustee under the Indenture or the Note
Depository Agreement. The Administrator shall prepare for execution by
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
Owner Trustee to prepare, file or deliver pursuant to the Indenture or
the Note Depository Agreement. In furtherance of the foregoing, the
Administrator shall take all appropriate action that it is the duty of
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:
(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 of the
Indenture);
(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 of the Indenture);
(C) the notification of Noteholders of the final principal
payment on their Notes (Section 2.7(e) of the Indenture);
(D) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for the
release of collateral (Section 2.9 of the Indenture);
(E) the preparation of Definitive Notes and arranging the
delivery thereof (Section 2.12 of the Indenture);
(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 of the Indenture);
(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) of the
Indenture);
(H) the direction to the Indenture Trustee to deposit monies
with Paying Agents, if any, other than the Indenture Trustee
(Section 3.3(b) of the Indenture);
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(I) [RESERVED];
(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 of the Indenture);
(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 of the
Indenture);
(L) the identification to the Indenture Trustee in an
Officers' Certificate of a Person with whom the Owner Trustee has
contracted to perform its duties under the Indenture (Section
3.7(b) of the Indenture);
(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) of the
Indenture);
(N) the preparation and obtaining of documents and
instruments required for the release of the Owner Trustee from
its obligations under the Indenture (Section 3.11(b) of the
Indenture);
(O) the delivery of notice to the Indenture Trustee of each
Event of Default under the Indenture, each Servicer Default, each
default by the Seller under the Pooling and Servicing Agreement
and each default by NFC under the Purchase Agreement (Section
3.19 of the Indenture);
(P) the monitoring of the Owner Trustee'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 of the Indenture);
(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 of the Indenture);
(R) the preparation and delivery of notice to Noteholders of
the Indenture Trustee and the appointment of a successor
Indenture Trustee (Section 6.8 of the Indenture);
(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
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connection with the resignation or removal of any co-trustee or
separate trustee (Sections 6.8 and 6.10 of the Indenture);
(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 of the Indenture);
(U) the preparation and, after execution by the Owner
Trustee, 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 of the
Indenture);
(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 of the Indenture);
(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 of the Indenture);
(X) the execution and delivery of new Notes conforming to
any supplemental indenture (Section 9.6 of the Indenture);
(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 of
the Indenture);
(Z) the preparation of all Officer's Certificates, Opinions
of Counsel and Independent Certificates with respect to any
requests by the Owner Trustee to the Indenture Trustee to take
any action under the Indenture (Section 11.1(a) of the
Indenture);
(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) of the Indenture);
(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 of the Indenture);
(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 of the Indenture);
and
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(DD) the recording of the Indenture, if applicable (Section
11.15 of the Indenture)
(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 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 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
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 Owner Trust Estate 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.
(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 Owner Trust Estate 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 May 15, 2002
if such withholding tax is due in connection
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with a payment made on the first Distribution Date or (b) in all other
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 Owner
Trustee and shall be, in the Administrator's opinion, no less
favorable to the Owner Trust Estate than would be available from
Persons that are not Affiliates of the Administrator.
(vii) The Administrator hereby agrees to execute on behalf of the
Owner Trustee 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 for the benefit
of the Owner Trust Estate and the compromise of any action, claim
or lawsuit brought for the benefit of or against the Owner Trust
Estate;
(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
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(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 Owner Trustee directs the Administrator not
to take on its behalf.
3. Successor Servicer and Administrator. The Owner 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 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 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 Owner Trustee. The
Administrator shall furnish to the Owner Trustee from time to time such
additional information regarding the Collateral as the Owner Trustee 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 Owner Trustee with respect to the manner in which it
accomplishes the performance of its obligations hereunder. Unless expressly
authorized by the Owner Trustee, the Administrator shall have no authority to
act for or represent the Owner Trust Estate or the Owner Trustee in any way and
shall not otherwise be deemed an agent of the Owner Trustee.
8. No Joint Venture. Nothing contained in this Agreement (i) shall
constitute the Administrator and 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 Owner Trust Estate, 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 termination of the
Trust Agreement, upon which event this Agreement shall automatically
terminate.
(b) Subject to Section 10(e), the Administrator may resign its duties
hereunder by providing the Owner Trustee with at least 60 days' prior
written notice.
(c) Subject to Section 10(e), the Owner Trustee 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 Owner Trustee,
the Administrator may be removed immediately upon written notice of
termination from the Owner Trustee 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 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 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 Owner Trustee 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 Owner Trustee, (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.
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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 Owner Trustee 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 Owner Trustee and take all reasonable steps requested to
assist the Owner Trustee in making an orderly transfer of the duties of the
Administrator.
12. Notices. All demands, notices and communications upon or to 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 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 Owner Trustee, the Administrator and the Indenture 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 Owner Trustee, the
Administrator and the Indenture Trustee with prior notice to the Rating
Agencies and with the written consent of the holders of Notes evidencing at
least a majority of the Controlling Class as of the close of the
immediately preceding Distribution Date and the holders of Certificates
evidencing a majority of the ownership interest in the Trust as of the
close of the preceding Distribution Date
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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 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 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 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.
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,
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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 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 Owner Trustee (other than representations, warranties, covenants,
agreements or other obligations made in its individual capacity) 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 Owner Trust Estate. For all purposes of this Agreement, in the
performance of any duties or obligations of the Owner Trustee 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 Owner Trustee
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 Owner Trust Estate.
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.
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
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Name: Xxxx X. Xxxxxx
Title: Vice President
THE BANK OF NEW YORK, as Indenture Trustee
By: /s/ Xxxxx Xxxxxxx
--------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Treasurer
NAVISTAR FINANCIAL CORPORATION, as Administrator
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
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