EXHIBIT 10.4
ADMINISTRATION AGREEMENT
AMONG
NAVISTAR FINANCIAL 1994-B OWNER TRUST
ISSUER
AND
NAVISTAR FINANCIAL CORPORATION
ADMINISTRATOR
AND
THE BANK OF NEW YORK
INDENTURE TRUSTEE
DATED AS OF AUGUST 3, 1994
ADMINISTRATION AGREEMENT, dated as of August 3, 1994
among NAVISTAR FINANCIAL 1994-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 August 3, 1994 (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
Chemical 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 ______, 1994 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 $1500.
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 and the holders of
Certificates evidencing at least a majority of the 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 Chemical Bank Delaware, not in its individual capacity
but solely as Owner Trustee on behalf of the Trust and in no
event
shall Chemical 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 1994-B OWNER TRUST
By: CHEMICAL BANK DELAWARE
not in its individual capacity,
but solely as Owner
Trustee on behalf of the Trust
By:
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Trust Officer
THE BANK OF NEW YORK,
as Indenture Trustee
By:
Name: ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Assistant Treasurer
NAVISTAR FINANCIAL CORPORATION,
as Administrator
By:
Name: R. ▇▇▇▇▇ ▇▇▇▇
Title: Vice President