Common use of UCC References Clause in Contracts

UCC References. References to sections or provisions of Article 9 of the UCC in any of the Basic Documents shall be deemed to be automatically updated to reflect the successor, replacement or functionally equivalent sections or provisions of Revised Article 9, Secured Transactions (2000) at any time in any jurisdiction which has made such revised article effective. -------------------------------------------------------------------------------- B-3 APPENDIX B NOTICE ADDRESSES AND PROCEDURES All requests, demands, directions, consents, waivers, notices, authorizations and communications provided or permitted under any Basic Document to be made upon, given or furnished to or filed with the Seller, the Servicer, the Administrator, the Indenture Trustee, the Issuer, the Owner Trustee or the Rating Agencies shall be in writing, personally delivered, sent by facsimile with a copy to follow via first class mail, overnight mail or mailed by certified mail-return receipt requested, and shall be deemed to have been duly given upon receipt: (1) in the case of the Seller, at the following address: Truck Engine Receivables Financing Co. c/o Navistar Financial Corporation 2850 West Golf Road Rolling Meadows, Illinois 600▇▇ ▇▇▇▇:▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇resident and Treasurer Facsimile: (847) 734-4090 (2) in the case of the Servicer or the Adm▇▇▇▇▇▇▇▇▇▇, ▇t the following address: Navistar Financial Corporation 2850 West Golf Road Rolling Meadows, Illinois 600▇▇ ▇▇▇▇:▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇resident and Treasurer Facsimile: (847) 734-4090 (3) in the case of the Indenture Trustee, at ▇▇▇ ▇▇▇▇▇▇▇▇e Trust Office (which address is set forth in Part I of Appendix A), (4) in the case of the Owner Trustee, at its Corporate Trust Office (which address is set forth in Part I of Appendix A), (5) in the case of the Issuer, care of the Owner Trustee at its Corporate Trust Office (which address is set forth in Part I of Appendix A), with a copy to the Administrator at the following address: Navistar Financial Corporation, as Administrator 2850 West Golf Road Rolling Meadows, Illinoi▇ ▇▇▇▇▇ ▇▇▇▇:▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President and Treasurer Facsimile: (847) 734-4090 The Issuer shall promptly transmit any n▇▇▇▇▇ ▇▇▇▇▇▇▇d by it from the Noteholders to the Indenture Trustee and the Indenture Trustee shall likewise promptly transmit any notice received by it from the Noteholders to the Issuer. (6) in the case of Moody's Investors Service, Inc., to: Moody's Inv▇▇▇▇▇▇ Service, Inc. ABS Monitoring De▇▇▇▇▇▇▇t 99 Church Street New York, New York 10007 (7) ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇'▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇: Standard & Poor's Ratings Services 55 Water Street 40th Floor New Yo▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) in the case of Fitch, Inc., to: Fitch, Inc. 55 East Monroe Suite 3500 Chicago, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Facsimile: (312) 368-2069 or at such other address as shall be designate▇ ▇▇ ▇▇▇▇ ▇▇rson in a written notice to the other parties to this Agreement. Where any Basic Document provides for notice to Noteholders or Certificateholders of any condition or event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid or by overnight mail to each Noteholder or Certificateholder affected by such condition or event, at such Person's address as it appears on the Note Register or Certificate Register, as applicable, not later than the latest date, and not earlier than the earliest date, prescribed in such Basic Document for the giving of such notice. If notice to Noteholders or Certificateholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholders or Certificateholders shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received. EXHIBIT B NAVISTAR FINANCIAL CORPORATION FORM OF ANNUAL SERVICER'S CERTIFICATE (As required to be delivered on or before February 1 of each calendar year beginning with February 1, 2002, pursuant to Section 3.5 of the Trust Sale and Servicing Agreement) The undersigned, duly authorized representatives of Navistar Financial Corporation ("Navistar Financial"), as Servicer, pursuant to the Trust Sale and Servicing Agreement dated as of _____________, 200__ (as amended and supplemented, or otherwise modified and in effect from time to time, the "Agreement"), by and among Navistar Financial, as Servicer, Truck Engine Receivables Financing Co., as Seller, and Truck Engine Receivables Master Trust, as the Trust, do hereby certify that: 1. Navistar Financial is, as of the date hereof, the Servicer under the Agreement. 2. The undersigned are Servicing Officers and are duly authorized pursuant to the Agreement to execute and deliver this Certificate to the Rating Agencies, the Owner Trustee and the Indenture Trustee. 3. A review of the activities of the Servicer during its fiscal year ended October 31, ____, and of its performance under the Agreement was conducted under our supervision. 4. Based on such review, the Servicer has, to the best of our knowledge, performed in all material respects all of its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below. 5. The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Agreement known to us to have been made by the Servicer during its fiscal year ended October 31, ____, which sets forth in detail the (a) nature of each such default, (b) the action taken by the Servicer, if any, to remedy each such default and (c) the current status of each such default: [If applicable, insert "None."] Capitalized terms used but not defined herein are used as defined in the Agreement. --------------------------------------------------------------------------------

UCC References. References to sections or provisions of Article 9 of -------------- the UCC in any of the Basic Documents shall be deemed to be automatically updated to reflect the successor, replacement or functionally equivalent sections or provisions of Revised Article 9, Secured Transactions (2000) at any time in any jurisdiction which has made such revised article effective. -------------------------------------------------------------------------------- B-3 APPENDIX B ---------- NOTICE ADDRESSES AND PROCEDURES All requests, demands, directions, consents, waivers, notices, authorizations and communications provided or permitted under any Basic Document to be made upon, given or furnished to or filed with the Seller, the Servicer, the Administrator, the Indenture Trustee, the Issuer, the Owner Trustee or the Rating Agencies shall be in writing, personally delivered, sent by facsimile with a copy to follow via first class mail, overnight mail or mailed by certified mail-return receipt requested, and shall be deemed to have been duly given upon receipt: (1A) in the case of the Seller, at the following address: Truck Engine Navistar Financial Retail Receivables Financing Co. Corporation c/o Corporation Trust Company ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ with a copy to: Navistar Financial Corporation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ (B) in the case of the Servicer, at the following address: Navistar Financial Corporation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ (C) in the case of the Indenture Trustee, at its Corporate Trust Office, (D) in the case of the Issuer, to the Corporate Trust Office of the Owner Trustee, with copies to: Navistar Financial Retail Receivables Corporation c/o Corporation Trust Company ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ with a copy to: Navistar Financial Corporation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ (E) in the case of Harco Leasing, at the following address, Harco Leasing Company, Inc. c/o Navistar Financial Corporation 2850 West Golf Road Rolling Meadows, Illinois 600▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇:▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ (F) in the case of the Collateral Agent, at the following address, The Bank of New York ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇resident and Treasurer Facsimile: (847) 734-4090 (2) in the case of the Servicer or the Adm▇▇▇▇▇▇▇▇▇▇, ▇t the following address: Navistar Financial Corporation 2850 West Golf Road Rolling Meadows, Illinois 600▇▇ ▇▇▇▇:▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇resident and Treasurer Facsimile: (847) 734-4090 (3) in the case of the Indenture Trustee, at ▇▇▇ ▇▇▇▇▇▇▇▇e Trust Office (which address is set forth in Part I of Appendix A), (4) in the case of the Owner Trustee, at its Corporate Trust Office (which address is set forth in Part I of Appendix A), (5) in the case of the Issuer, care of the Owner Trustee at its Corporate Trust Office (which address is set forth in Part I of Appendix A), with a copy to the Administrator at the following address: Navistar Financial Corporation, as Administrator 2850 West Golf Road Rolling Meadows, Illinoi▇ ▇▇▇▇▇ ▇▇▇▇:▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President and Treasurer Facsimile: (847) 734-4090 The Issuer shall promptly transmit any n▇▇▇▇▇ ▇▇▇▇▇▇▇d , ▇▇ ▇▇▇▇▇ Attention: Indenture Trust Administration Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ (G) in the case of the Titling Trust, to the General Interest Trustee at its Corporate Trust Office (as such term is used in the Titling Trust Agreement), with a copy to Harco Leasing and Navistar Financial. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee and the Indenture Trustee shall likewise promptly transmit any notice received by it from the Noteholders to the Issuer. (6) in the case of Moody's Investors Service, Inc., to: Moody's Inv▇▇▇▇▇▇ Service, Inc. ABS Monitoring De▇▇▇▇▇▇▇t 99 Church Street New York, New York 10007 (7) ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇'▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇: Standard & Poor's Ratings Services 55 Water Street 40th Floor New Yo▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) in the case of Fitch, Inc., to: Fitch, Inc. 55 East Monroe Suite 3500 Chicago, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Facsimile: (312) 368-2069 or at such other address as shall be designate▇ ▇▇ ▇▇▇▇ ▇▇rson in a written notice to the other parties to this Agreement. Where any Basic Document provides for notice to Noteholders or Certificateholders of any condition or event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid or by overnight mail to each Noteholder or Certificateholder affected by such condition or event, at such Person's address as it appears on the Note Register or Certificate Register, as applicable, not later than the latest date, and not earlier than the earliest date, prescribed in such Basic Document for the giving of such notice. If notice to Noteholders or Certificateholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholders or Certificateholders shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received. EXHIBIT B NAVISTAR FINANCIAL CORPORATION FORM OF ANNUAL SERVICER'S CERTIFICATE (As required to be delivered on or before February 1 of each calendar year beginning with February 1, 2002, pursuant to Section 3.5 of the Trust Sale and Servicing Agreement) The undersigned, duly authorized representatives of Navistar Financial Corporation ("Navistar Financial"), as Servicer, pursuant to the Trust Sale and Servicing Agreement dated as of _____________, 200__ (as amended and supplemented, or otherwise modified and in effect from time to time, the "Agreement"), by and among Navistar Financial, as Servicer, Truck Engine Receivables Financing Co., as Seller, and Truck Engine Receivables Master Trust, as the Trust, do hereby certify that: 1. Navistar Financial is, as of the date hereof, the Servicer under the Agreement. 2. The undersigned are Servicing Officers and are duly authorized pursuant to the Agreement to execute and deliver this Certificate to the Rating Agencies, the Owner Trustee and the Indenture Trustee. 3. A review of the activities of the Servicer during its fiscal year ended October 31, ____, and of its performance under the Agreement was conducted under our supervision. 4. Based on such review, the Servicer has, to the best of our knowledge, performed in all material respects all of its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below. 5. The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Agreement known to us to have been made by the Servicer during its fiscal year ended October 31, ____, which sets forth in detail the (a) nature of each such default, (b) the action taken by the Servicer, if any, to remedy each such default and (c) the current status of each such default: [If applicable, insert "None."] Capitalized terms used but not defined herein are used as defined in the Agreement. --------------------------------------------------------------------------------