Trust Agreement



 Exhibit 4.3 
  

EXECUTION COPY 
  

  
 TRUST AGREEMENT 
  
 BETWEEN 
  
 NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION 
  
 SELLER 
  
 AND 
  
 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION 
  
 OWNER TRUSTEE 
  
 DATED AS OF APRIL 1, 2004 
  








 TABLE OF CONTENTS 
  

			
	 	  	Page


	 ARTICLE I DEFINITIONS
	  	1
	 SECTION 1.1 Definitions
	  	1
		
	 ARTICLE II ORGANIZATION
	  	1
	 SECTION 2.1 Name
	  	1
	 SECTION 2.2 Office
	  	1
	 SECTION 2.3 Purposes and Powers
	  	1
	 SECTION 2.4 Appointment of Owner Trustee
	  	2
	 SECTION 2.5 Initial Capital Contribution of Owner Trust Estate
	  	2
	 SECTION 2.6 Declaration of Trust
	  	2
	 SECTION 2.7 Liability of the Certificateholders
	  	3
	 SECTION 2.8 Title to Trust Property
	  	3
	 SECTION 2.9 Situs of Trust
	  	3
	 SECTION 2.10 Representations and Warranties of the Seller
	  	3
		
	 ARTICLE III THE CERTIFICATES
	  	4
	 SECTION 3.1 Initial Certificate Ownership
	  	4
	 SECTION 3.2 Form of the Certificates
	  	5
	 SECTION 3.3 Execution, Authentication and Delivery
	  	5
	 SECTION 3.4 Registration; Registration of Transfer and Exchange of Certificates
	  	6
	 SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Certificates
	  	7
	 SECTION 3.6 Persons Deemed Certificateholders
	  	8
	 SECTION 3.7 Access to List of Certificateholders’ Names and Addresses
	  	8
	 SECTION 3.8 Maintenance of Corporate Trust Office
	  	8
	 SECTION 3.9 Appointment of Paying Agent
	  	8
	 SECTION 3.10 Seller as Certificateholder
	  	9
		
	 ARTICLE IV ACTIONS BY OWNER TRUSTEE
	  	9
	 SECTION 4.1 Prior Notice to Certificateholders with Respect to Certain Matters
	  	9
	 SECTION 4.2 Action by Certificateholders with Respect to Certain Matters
	  	10
	 SECTION 4.3 Action by Certificateholders with Respect to Bankruptcy
	  	10
	 SECTION 4.4 Restrictions on Certificateholders’ Power
	  	10
	 SECTION 4.5 Majority Control
	  	10
		
	 ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	  	11
	 SECTION 5.1 Establishment of Certificate Distribution Account
	  	11
	 SECTION 5.2 Application of Trust Funds
	  	11
	 SECTION 5.3 Method of Payment
	  	12
	 SECTION 5.4 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others
	  	12
	 SECTION 5.5 Signature on Returns
	  	12

  

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	 ARTICLE VI THE OWNER TRUSTEE
	  	12
	 SECTION 6.1 Duties of Owner Trustee
	  	12
	 SECTION 6.2 Authority of Owner Trustee
	  	14
	 SECTION 6.3 Acceptance of Trusts and Duties
	  	14
	 SECTION 6.4 Action upon Instruction by Certificateholders
	  	15
	 SECTION 6.5 Furnishing of Documents
	  	16
	 SECTION 6.6 Representations and Warranties of Owner Trustee
	  	16
	 SECTION 6.7 Reliance; Advice of Counsel
	  	17
	 SECTION 6.8 Owner Trustee May Own Certificates and Notes
	  	17
	 SECTION 6.9 Compensation and Indemnity
	  	17
	 SECTION 6.10 Replacement of Owner Trustee
	  	18
	 SECTION 6.11 Merger or Consolidation of Owner Trustee
	  	19
	 SECTION 6.12 Appointment of Co-Trustee or Separate Trustee
	  	19
	 SECTION 6.13 Eligibility Requirements for Owner Trustee
	  	20
		
	 ARTICLE VII TERMINATION OF TRUST AGREEMENT
	  	21
	 SECTION 7.1 Termination of Trust Agreement
	  	21
		
	 ARTICLE VIII AMENDMENTS
	  	22
	 SECTION 8.1 Amendments Without Consent of Certificateholders or Noteholders
	  	22
	 SECTION 8.2 Amendments With Consent of Certificateholders and Noteholders
	  	22
	 SECTION 8.3 Form of Amendments
	  	23
		
	 ARTICLE IX MISCELLANEOUS
	  	23
	 SECTION 9.1 No Legal Title to Owner Trust Estate
	  	23
	 SECTION 9.2 Limitations on Rights of Others
	  	24
	 SECTION 9.3 Notices
	  	24
	 SECTION 9.4 Severability
	  	24
	 SECTION 9.5 Counterparts
	  	24
	 SECTION 9.6 Successors and Assigns
	  	24
	 SECTION 9.7 No Petition Covenant
	  	24
	 SECTION 9.8 No Recourse
	  	25
	 SECTION 9.9 Headings
	  	25
	 SECTION 9.10 Governing Law
	  	25
	 SECTION 9.11 Administrator
	  	25
	 SECTION 9.12 Amended and Restated Trust Agreement
	  	25

  
 EXHIBITS

  

			
	 Exhibit A
	  	Form of Certificate
	 Exhibit B
	  	Form of Certificate of Trust

  

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 TRUST AGREEMENT, dated as of April 1, 2004 between Navistar Financial Retail Receivables Corporation, a
Delaware corporation, as Seller, and Chase Manhattan Bank USA, National Association, a national banking association, as Owner Trustee. 
  
 WHEREAS, the Seller and the Owner Trustee desire to amend and restate the original Trust Agreement, dated as of March 4, 2004, in its entirety.

  
 The Seller and the Owner Trustee hereby agree as follows:

  
 ARTICLE I 
 DEFINITIONS 
  
 SECTION 1.1 Definitions. Certain capitalized terms used in this Agreement shall have the respective meanings assigned to them in Part I of
Appendix A to the Pooling Agreement of even date herewith, between the Seller and the Trust (as it may be amended and supplemented from time to time, the “Pooling Agreement”). All references herein to “the Agreement” or
“this Agreement” are to this Trust Agreement as it may be amended and supplemented 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
Articles, Sections and subsections are to Articles, 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.

  
 ARTICLE II 
 ORGANIZATION 
  
 SECTION 2.1 Name. The Trust continued hereby shall be known as “Navistar Financial 2004-A Owner Trust” in which name the Owner Trustee
may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and the Trust may sue and be sued. 
  
 SECTION 2.2 Office. The office of the Trust shall be in care of the Owner Trustee at the Corporate Trust Office of the Owner Trustee or at such
other address in Delaware as the Owner Trustee may designate by written notice to the Certificateholders and the Seller. 
  
 SECTION 2.3 Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, and is authorized, to engage in the
following activities: 
  
 (i) to acquire, manage
and hold the Receivables and the Related Security; 
  
 (ii) to acquire, manage and hold the Series 2004-A Portfolio Certificate and the Series 2004-A Portfolio Interest represented thereby; 
  
 (iii) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the
Notes and to transfer and exchange the Certificates; 







 (iv) to acquire property and assets from the Seller pursuant to the Pooling Agreement, to
make payments or distributions on the Securities to the Securityholders, to make deposits into and withdrawals from the Reserve Account, the Pre-Funding Account, the Negative Carry Account and other accounts established pursuant to the Basic
Documents and to pay the organizational, start-up and transactional expenses of the Trust; 
  
 (v) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold,
manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Pooling Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien of, and remitted to the Trust pursuant to, the
Indenture; 
  
 (vi) to enter into and perform its
obligations and exercise its rights under the Basic Documents to which it is to be a party; 
  
 (vii) to engage in those activities, including entering into agreements, that are necessary, suitable, desirable or convenient to
accomplish the foregoing or are incidental thereto or connected therewith; and 
  
 (viii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with
conservation of the Owner Trust Estate and the making of payments or distributions to the Securityholders. 
  
 The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. 
  
 SECTION 2.4 Appointment of Owner Trustee. The Seller hereby appoints
Chase Manhattan Bank USA, National Association, as trustee of the Trust (the “Owner Trustee”) effective as of the date hereof, to have all the rights, powers and duties set forth herein. 
  
 SECTION 2.5 Initial Capital Contribution of Owner Trust Estate. The
Seller hereby sells, assigns and transfers to the Trust, and conveys and sets over to the Owner Trustee, on behalf of the Trust, as of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of the
date hereof, of the foregoing contribution, which shall constitute the initial Owner Trust Estate and shall be deposited in the Certificate Distribution Account. The Seller shall pay organizational expenses of the Trust as they may arise or shall,
upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee. 
  
 SECTION 2.6 Declaration of Trust. The Owner Trustee hereby declares that it shall hold the Owner Trust Estate in trust upon and subject to the
conditions and obligations set forth herein, in the Pooling Agreement and in the Servicing Agreement for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the
parties hereto that the Trust constitute a statutory trust under the Statutory Trust Statute, that this Agreement constitute the governing instrument of such statutory trust and that 
  

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 the Certificates represent the beneficial interests therein. The rights of the Certificateholders shall be determined as
set forth herein and in the Statutory Trust Statute and the relationship between the parties hereto created by this Agreement shall not constitute indebtedness for any purpose. It is the intention of the parties hereto that, solely for purposes of
federal income taxes, state and local income and franchise taxes, and any other taxes imposed upon, measured by, or based upon gross or net income, the Trust shall be treated as a division or branch of the Seller. The parties agree that, unless
otherwise required by appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as a division or branch of the Seller for such
tax purposes; provided, however, that until the Seller receives a ruling from the Illinois Department of Revenue or an opinion of counsel reasonably acceptable to the Owner Trustee that the Trust will be treated as a branch or division of the Seller
for purposes of the Illinois Income Tax Act and the Illinois Personal Property Tax Replacement Tax Act, for purposes of the Illinois Income Tax Act and the Illinois Personal Property Tax Replacement Tax Act, the Seller will (i) include the taxable
income of the Trust in the combined tax return filed by the combined group that includes the Seller, (ii) take all steps necessary to treat the Trust as a member of the same combined group of which the Seller is a member and (iii) provide
information to the Owner Trustee to confirm that the actions required by clauses (i) and (ii) have been effected. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth in this Agreement, the Pooling
Agreement, the Servicing Agreement and the Statutory Trust Statute with respect to accomplishing the purposes of the Trust subject to the terms and conditions of the Basic Documents. 
  
 SECTION 2.7 Liability of the Certificateholders. No Certificateholder shall have any personal liability for any
liability or obligation of the Trust. 
  
 SECTION 2.8 Title to
Trust Property. Legal title to all the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity, except where applicable law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in
a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or other trustees, as the case may be. 
  
 SECTION 2.9 Situs of Trust. The Trust shall be located and administered in the State of Delaware. All bank accounts maintained by the Trust or the
Owner Trustee on behalf of the Trust or for the benefit of the Certificateholders shall be located in the State of Delaware or the State of New York. The Trust shall not have any employees in any state other than Delaware; provided, however, that
nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments shall be received by the Trust only in Delaware or New York, and payments and distributions shall be made by the
Trust only from Delaware or New York. The only office of the Trust shall be the Corporate Trust Office of the Owner Trustee in Delaware. 
  
 SECTION 2.10 Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Owner Trustee that: 
  
 (a) The Seller has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with power and authority to own its 
  

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 properties and to conduct its business as such properties are presently owned and such business is presently conducted
and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables. 
  
 (b) The Seller is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all
jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications. 
  
 (c) The Seller has the power and authority to execute and deliver this Agreement and to carry out its terms, the Seller has full power and authority to
sell and assign the property to be sold and assigned to and deposited with the Trust, and the Seller has duly authorized such sale and assignment to the Trust by all necessary corporate action, and the execution, delivery and performance of this
Agreement have been duly authorized by the Seller by all necessary corporate action. 
  
 (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement do not conflict with, result in any breach of any of the terms and provisions of or constitute
(with or without notice or lapse of time) a default under, the certificate of incorporation or by-laws of the Seller, or any indenture, agreement or other instrument to which the Seller is a party or by which it is bound, or result in the creation
or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents), or violate any law or, to the Seller’s knowledge, any order, rule or
regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties. 
  
 (e) This Agreement, when duly executed and delivered, shall constitute a
legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights
in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. 
  
 (f) There are no proceedings or, to the Seller’s knowledge, investigations pending or, to the Seller’s knowledge, threatened before any court,
regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (i) asserting the invalidity of this Agreement or any Certificates issued pursuant hereto or, (ii) seeking
to prevent the issuance of such Certificates or the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability of, such Certificates or this Agreement. 
  
 ARTICLE III 
 THE CERTIFICATES 
  
 SECTION 3.1 Initial Certificate Ownership. Upon the formation of the Trust by the contribution by the Seller pursuant
to Section 2.5 and until the issuance of the Certificates, the Seller shall be the sole beneficiary of the Trust. 
  

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 SECTION 3.2 Form of the Certificates. 
  
 (a) The Certificates shall be substantially in the form set forth in
Exhibit A. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be, when authenticated pursuant to Section 3.3, validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or
any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. 
  
 (b) The Certificates shall be typewritten, printed, lithographed or engraved
or produced by any combination of these methods (with or without steel engraved borders) all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. 
  
 (c) The Certificates shall be issued in fully-registered form and shall be in
definitive form only. The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. 
  
 SECTION 3.3 Execution, Authentication and Delivery. Concurrently with the sale of the Initial Receivables to the Trust pursuant to the Pooling
Agreement, the Owner Trustee shall cause the Certificates to be executed on behalf of the Trust, and to be authenticated and delivered to or upon the written order of the Seller, signed by its chairman of the board, its president or any vice
president, without further corporate action by the Seller, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a
certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or by the Person appointed from time to time as the Owner Trustee’s authenticating agent hereunder (the “Authenticating
Agent”) by manual signature. The Owner Trustee hereby appoints JPMorgan Chase Bank as the initial Authenticating Agent. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their authentication. 
  

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 SECTION 3.4 Registration; Registration of Transfer and Exchange of Certificates. 
  
 (a) The Certificate Registrar shall keep or cause to be kept, at the office
or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of
Certificates as provided herein. The Certificate Registrar shall be appointed by and may be removed by the Owner Trustee. The Owner Trustee hereby appoints JPMorgan Chase Bank as the initial Certificate Registrar. Upon any resignation of a
Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. 
  
 (b) The initial Certificateholders may at any time, without consent of the Noteholders, sell, transfer, convey or assign in
any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the
Certificateholders provide to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for
federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholders and (iv) the conditions set forth in Section 3.4(g) have
been satisfied. In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of
the Certificates is required under the Securities Act or applicable state law or that such transfer is otherwise being made in accordance with all applicable federal and state securities laws. 
  
 (c) Subject to Section 3.4(b), upon surrender for registration of transfer of
any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its Authenticating Agent to authenticate and deliver), in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. 
  
 (d) At the option of a Holder, Certificates may be exchanged for other
Certificates of a like aggregate percentage interest upon surrender of the Certificates to be exchanged at the Corporate Trust Office or the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for
exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its Authenticating Agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any
Authenticating Agent. Such Certificates shall be delivered to the Holder making the exchange. 
  
 (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar
duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate
Registrar in accordance with its customary practice. 
  

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 (f) No service charge shall be made for any registration of transfer or exchange of Certificates, but the
Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. 
  
 (g) The Certificates may not be acquired by or for the account of (i) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a
plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding a Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan. 
  
 SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Certificates.

  
 (a) If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar, the Owner Trustee and the Trust, such security
or indemnity as may be required by them to hold each of them harmless, then, in the absence of notice to the Certificate Registrar, the Owner Trustee or the Trust that such Certificate has been acquired by a protected purchaser, the Owner Trustee
shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver (or shall cause its Authenticating Agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate,
a replacement Certificate in authorized denominations of a like amount; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven days shall be due and
payable, then instead of issuing a replacement Certificate the Owner Trustee on behalf of the Trust may pay such destroyed, lost or stolen Certificate when so due or payable. 
  
 (b) If, after the delivery of a replacement Certificate or distribution in respect of a destroyed, lost or stolen
Certificate pursuant to subsection 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Owner Trustee on behalf of the Trust shall be
entitled to recover such replacement Certificate (or such distribution) from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of
such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Trust or the Owner Trustee in connection therewith.

  
 (c) In connection with the issuance of any replacement
Certificate under this Section 3.5, the Owner Trustee on behalf of the Trust may require the payment by the Holder of such Certificate of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other reasonable expenses (including the fees and expenses of the Trust, the Owner Trustee and the Certificate Registrar) connected therewith. 
  

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 (d) Any duplicate Certificate issued pursuant to this Section 3.5 in replacement of any mutilated,
destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Trust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time or be enforced by anyone, and shall be
entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. 
  
 (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Certificates. 
  
 SECTION 3.6 Persons Deemed Certificateholders. Prior to due presentation of a Certificate for registration of transfer, the Owner Trustee or the Certificate Registrar may treat the Person in whose name any
Certificate shall be registered in the Certificate Register as the Certificateholder of such Certificate for the purpose of receiving distributions pursuant to Article V and for all other purposes whatsoever, and neither the Owner Trustee nor the
Certificate Registrar shall be bound by any notice to the contrary. 
  
 SECTION 3.7 Access to List of Certificateholders’ Names and Addresses. The Owner Trustee shall furnish or cause to be furnished to the Servicer and the Seller, within 15 days after receipt by the Owner Trustee of a request
therefor from the Servicer or the Seller in writing, a list, in such form as the Servicer or the Seller may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date. Each Holder, by receiving and
holding a Certificate, shall be deemed to have agreed not to hold any of the Servicer, the Seller, the Trust or the Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information
was derived. 
  
 SECTION 3.8 Maintenance of Corporate Trust
Office. The Owner Trustee shall maintain in the Borough of Manhattan, the City of New York, an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Trust in respect of the Certificates and the Basic Documents may be served. The Owner Trustee initially designates the offices of JPMorgan Chase Bank, 4 New York Plaza, New York, New York 10004, as its principal office for such
purposes. The Owner Trustee shall give prompt written notice to the Seller and to the Certificateholders of any change in the location of the Certificate Register or any such office or agency. 
  
 SECTION 3.9 Appointment of Paying Agent. The Paying Agent shall make
distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the
Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may appoint and may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the
Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Owner Trustee hereby appoints JPMorgan Chase Bank as the initial Paying Agent and appoints as co-paying agent any co-paying agent chosen by
the Paying Agent and acceptable to the Owner Trustee. The Paying Agent shall be permitted to resign as Paying 
  

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 Agent upon 30 days’ written notice to the Owner Trustee. If the Paying Agent shall resign or be removed, the Owner
Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the
Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for
distribution to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Trust and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its possession to the Trust. The provisions of Sections 6.3, 6.6, 6.7, 6.8 and 6.9 shall apply, mutatis mutandis, to the Owner Trustee also in its role as Paying Agent, for so long
as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

  
 SECTION 3.10 Seller as Certificateholder. The Seller in
its individual or any other capacity may become the owner or pledgee of Certificates and may otherwise deal with the Owner Trustee or its Affiliates as if it were not the Seller. 
  
 ARTICLE IV 
 ACTIONS BY OWNER TRUSTEE 
  
 SECTION 4.1 Prior
Notice to Certificateholders with Respect to Certain Matters. The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed
action at least 30 days before the taking of such action, and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or
provided alternative direction: 
  
 (a) the initiation of any
claim or lawsuit by the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action
to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture); 
  
 (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; 
  

(c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment
materially adversely affects the interests of the Certificateholders; 
  
 (d) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders;

  

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 (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture
Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement,
as applicable; 
  
 (f) the amendment of the Pooling Agreement or
the Servicing Agreement in circumstances where the consent of any Noteholder is required; or 
  
 (g) the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit B, except as permitted or required by the terms of any Basic Document.

  
 SECTION 4.2 Action by Certificateholders with Respect to
Certain Matters. The Owner Trustee shall not have the power, except upon the written direction of the Certificateholders, to (a) remove the Administrator under the Administration Agreement pursuant to Section 10 thereof, (b) appoint a successor
Administrator pursuant to Section 10 of the Administration Agreement, (c) remove the Servicer under the Servicing Agreement pursuant to Section 7.02 thereof or (d) except as expressly provided in the Basic Documents, sell the Receivables or any
interest therein after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Certificateholders. 
  
 SECTION 4.3 Action by Certificateholders with Respect to Bankruptcy.
Neither the Trust nor the Owner Trustee shall have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the unanimous prior approval of all Holders of Certificates (including the unanimous approval of the board of
directors of the Seller) unless the Owner Trustee reasonably believes that the Trust is insolvent. 
  
 SECTION 4.4 Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the Owner Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Basic Documents or would be contrary to Section 2.3, nor shall the Owner Trustee be obligated to
follow any such direction, if given. 
  
 SECTION 4.5 Majority
Control. Except as expressly provided herein, any action that may be taken or consent that may be given or withheld by the Certificateholders under this Agreement shall be effective if such action is taken or such consent is given or withheld by
the Holders of a majority of the ownership interest in the Trust outstanding as of the close of the preceding Distribution Date. Except as expressly provided herein, any written notice, instruction, direction or other document of the
Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of Certificates evidencing not less than a majority of the ownership interest in the Trust at the time of the delivery of such notice. 
  

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 ARTICLE V 
 APPLICATION OF TRUST FUNDS; CERTAIN DUTIES 
  
 SECTION 5.1 Establishment of Certificate Distribution Account. 
  
 (a) The Seller shall cause the Servicer, for the benefit of the Certificateholders, to establish and maintain at JPMorgan Chase Bank in the name of the
Trust an Eligible Deposit Account known as the Navistar Financial 2004-A Owner Trust Certificate Distribution Account (the “Certificate Distribution Account”), bearing an additional designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders. 
  
 (b) The Trust, for the benefit of the Certificateholders, shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise
provided herein or in the Pooling Agreement or the Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the
Certificate Distribution Account ceases to be an Eligible Deposit Account, the Seller shall cause the Servicer within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a
new Certificate Distribution Account as an Eligible Deposit Account and shall cause the Owner Trustee to transfer any cash and/or any investments in the old Certificate Distribution Account to such new Certificate Distribution Account. 

 
 SECTION 5.2 Application of Trust Funds. 
  
 (a) On each Distribution Date, the Owner Trustee shall (based on the
information contained in the Servicer’s Certificate delivered on the related Determination Date) distribute to the Certificateholders, on a pro rata basis, amounts on deposit in the Certificate Distribution Account. 
  
 (b) On each Distribution Date, the Owner Trustee shall send (or shall cause
to be sent) to each Certificateholder the statement described in Section 2.17(a) of the Servicing Agreement. 
  
 (c) If any withholding tax is imposed on distributions of the Owner Trust Estate (or allocations of income) to a Certificateholder, such tax shall reduce
the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the
payment of any withholding tax that is legally owed by the Trust in respect of any distribution (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings and withholding payment of such tax,
if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust and
remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee may in its 
  

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 sole discretion withhold such amounts in accordance with this subsection 5.2(c). If a Certificateholder wishes to apply
for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Trust and the Owner Trustee for any out-of-pocket
expenses incurred. 
  
 (d) If the Indenture Trustee holds
escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuer Order to the Indenture Trustee
pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds pro rata to or at the order of the Certificateholders. 
  
 SECTION 5.3 Method of Payment. Subject to Section 7.1(c), distributions required to be made to Certificateholders on any Distribution Date shall be
made to each Certificateholder of record on the related Record Date (i) by wire transfer, in immediately available funds, to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor or, where possible,
by intra-bank book entry credit, if such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five Business Days prior to such Record Date and the distribution required to be made to such
Certificateholders exceeds $100,000 or (ii) by check mailed to such Certificateholder at the address of such Certificateholder appearing in the Certificate Register. 
  
 SECTION 5.4 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Trust
shall maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending October 31 on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury
Regulations or otherwise, such information as may be required to enable each Certificateholder to prepare its federal income tax returns, file such tax returns relating to the Trust and make such elections as may from time to time be required or
appropriate under any applicable state or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as a division or branch of the Seller for federal income tax purposes, cause such tax returns to be signed
in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with subsection 5.2(c) with respect to income or distributions to Certificateholders. 
  
 SECTION 5.5 Signature on Returns. The Owner Trustee shall sign on
behalf of the Trust any and all tax returns of the Trust, unless applicable law requires a Certificateholder to sign such documents, in which case such documents shall be signed by the Seller. 
  
 ARTICLE VI 
 THE OWNER TRUSTEE 
  
 SECTION 6.1 Duties of Owner Trustee. 
  
 (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, the Pooling Agreement, the Servicing Agreement and the other Basic Documents, including
the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the 
  

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 provisions of this Agreement, the Pooling Agreement and the Servicing Agreement. No implied covenants or obligations
shall be read into this Agreement, the Pooling Agreement, the Servicing Agreement or any other Basic Document against the Owner Trustee. 
  
 (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic
Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee shall not be liable for the default or
failure of the Administrator to carry out its obligations under the Administration Agreement. 
  
 (c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the
truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements
of this Agreement. 
  
 (d) The Owner Trustee may not be relieved
from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 
  
 (i) this subsection 6.1(d) shall not limit the effect of subsection 6.1(a) or (b); 
  
 (ii) the Owner Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and 
  
 (iii) the Owner Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 4.1, 4.2 or 6.4. 
  
 (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law, the Pooling Agreement or the Servicing Agreement and may be deposited under such
general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. 
  
 (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the
actual knowledge of a Responsible Officer of the Owner Trustee, result in the Trust becoming taxable as a corporation for federal income tax purposes. 
  
 (g) The Certificateholders shall not direct the Owner Trustee to take action that would violate the provisions of this Section 6.1. 
  

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 SECTION 6.2 Authority of Owner Trustee. The Owner Trustee is authorized and directed to execute
and deliver the Basic Documents and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party in such form as the Seller shall approve as evidenced conclusively by the
Owner Trustee’s execution thereof. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized
from time to time to take such action as the Administrator recommends with respect to the Basic Documents. 
  
 SECTION 6.3 Acceptance of Trusts and Duties. Except as otherwise provided in this Article VI, in accepting the trusts hereby created, the Person
executing this Agreement as Owner Trustee acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic
Document shall look only to the Owner Trust Estate for payment or satisfaction thereof. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this
Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement. The Owner Trustee shall not be liable or accountable hereunder or under any Basic
Document under any circumstances, except for its own negligent action, its own negligent failure to act or its own willful misconduct or in the case of the inaccuracy of any representation or warranty contained in Section 6.6 and expressly made by
the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 
  
 (a) the Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any
Receivable or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its
ability to generate the distributions and payments to be made to Certificateholders under this Agreement or to Noteholders under the Indenture, including, without limitation: the existence, condition and ownership of any Financed Vehicle; the
existence and enforceability of any insurance thereon; the existence and contents of any Receivable on any computer or other record thereof; the validity of the assignment of any Receivable to the Trust or of any intervening assignment; the
completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Seller or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such
warranty or representation or any action of the Administrator, the Owner Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee; 
  
 (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the
Administrator or any Certificateholder; 
  
 (c) no provision of
this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document, if the Owner Trustee
shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; 
  

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 (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising
under any of the Basic Documents, including the principal of and interest on the Notes or any amounts payable with respect to the Certificates; 
  
 (e) the Owner Trustee shall not be responsible for or in respect of, and makes no representation as to, the validity or sufficiency of any provision of
this Agreement or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, the
Notes, the Certificates (other than the certificate of authentication on the Certificates) or of any Receivables or any related documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or
to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; 
  
 (f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Indenture Trustee, the Seller or the Servicer under any
of the Basic Documents or otherwise and the Owner Trustee shall not have any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the
Administration Agreement, the Indenture Trustee under the Indenture, the Servicer under the Servicing Agreement or NFC under the Purchase Agreement; and 
  
 (g) the Owner Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct
or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee
security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any
Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act. 
  
 SECTION 6.4 Action upon Instruction by Certificateholders. 
  
 (a) Subject to Section 4.4 and Section 6.1(g), the Certificateholders may by
written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Section 4.5. 
  
 (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to
take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to
the terms hereof or of any Basic Document or is otherwise contrary to law. 
  

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 (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or
required by the terms of this Agreement or any Basic Document, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement or the Basic Documents, the Owner Trustee shall promptly give notice (in such
form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction as to the course of action to be adopted, and, to the extent the Owner Trustee acts in good faith in accordance with any such instruction
received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instructions within ten days of such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Agreement or the Basic Documents, and as it shall deem
to be in the best interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for any such action or inaction. 
  
 SECTION 6.5 Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholders, promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Trust or the Owner Trustee under the Basic Documents. 
  
 SECTION 6.6 Representations and Warranties of Owner Trustee. The Owner
Trustee hereby represents and warrants to the Seller, for the benefit of the Certificateholders, that: 
  
 (a) It is a national bank duly organized, validly existing and in good standing under the laws of the United States of America. The eligibility
requirements set forth in Section 6.13 (a) - (c) are satisfied with respect to it. 
  
 (b) It has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement.

  
 (c) The execution, delivery and performance by it of this
Agreement (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Owner Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Owner
Trustee or any of its assets, (ii) shall not violate any provision of the charter or by-laws of the Owner Trustee, or (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the
creation or imposition of any lien on any properties included in the Owner Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could
reasonably be expected to have a materially adverse effect on the Owner Trustee’s performance or ability to perform its duties as Owner Trustee under this Agreement or on the transactions contemplated in this Agreement. 
  
 (d) The execution, delivery and performance by the Owner Trustee of this
Agreement shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the corporate trust
activities of the Owner Trustee. 
  

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 (e) This Agreement has been duly executed and delivered by the Owner Trustee and constitutes the legal,
valid and binding agreement of the Owner Trustee, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights
in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. 
  
 SECTION 6.7 Reliance; Advice of Counsel. 
  
 (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties and need not investigate any fact or matter in any such document. The Owner Trustee may accept
a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or
matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized
officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. 
  
 (b) In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee: may act directly or through its agents, attorneys, custodians or nominees pursuant to agreements entered into with any of them, and the Owner
Trustee shall not be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees shall have been selected by the Owner Trustee with reasonable care; and may consult with
counsel, accountants and other skilled professionals to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of
any such counsel, accountants or other such Persons and not contrary to this Agreement or any Basic Document. 
  
 SECTION 6.8 Owner Trustee May Own Certificates and Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee
of Certificates or Notes and may deal with the Seller, the Administrator, the Indenture Trustee and the Servicer in transactions in the same manner as it would have if it were not the Owner Trustee. 
  
 SECTION 6.9 Compensation and Indemnity. The Owner Trustee shall
receive as compensation from the Seller for its services hereunder such fees as have been separately agreed upon before the date hereof between the Seller and the Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed by the
Servicer for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, custodians, nominees, representatives, experts and counsel as it may employ in connection with the exercise and
performance of its rights and its duties hereunder. The Servicer shall indemnify the Owner Trustee and its successors, assigns, agents and servants in accordance with the provisions of 
  

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 Section 6.05 of the Servicing Agreement. The compensation and indemnities described in this Section 6.9 shall survive the
resignation or termination of the Owner Trustee or the termination of this Agreement. Any amounts paid to the Owner Trustee pursuant to this Article VI shall not be deemed to be a part of the Owner Trust Estate immediately after such payment.

  
 SECTION 6.10 Replacement of Owner Trustee. 

 
 (a) The Owner Trustee may give notice of its intent to resign and be
discharged from the trusts hereby created by written notice thereof to the Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The
Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner
Trustee if: 
  
 (i) the Owner Trustee shall cease
to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; 
  
 (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; 
  
 (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or 
  
 (iv) the Owner Trustee shall otherwise be incapable of acting. 
  
 (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner
Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor
Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. 
  
 (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective and no such resignation shall be
deemed to have occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Any successor
Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. 
  

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 (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor
Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. 
  
 (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of
such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. The successor Owner Trustee shall file an appropriate amendment to the Certificate of Trust. 
  
 SECTION 6.11 Merger or Consolidation of Owner Trustee. Any Person into
which the Owner Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any Person succeeding to all or
substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided such Person shall be eligible pursuant to Section 6.13, and without the execution or filing of any instrument or
any further act on the part of any of the parties hereto; provided, however, that the Owner Trustee shall mail notice of such merger or consolidation to the Rating Agencies. 
  
 SECTION 6.12 Appointment of Co-Trustee or Separate Trustee. 
  
 (a) Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or trustees, of all or any part of the Owner Trust Estate, and to vest in
such Person, in such capacity, such title to the Owner Trust Estate, or any part thereof, and, subject to the other provisions of this Section 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may
consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section
6.10. 
  
 (b) Each separate trustee and co-trustee shall, to the
extent permitted by law, be appointed and act subject to the following provisions and conditions: 
  
 (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or
performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent
that under any law of any jurisdiction in which any particular act or acts are to be 
  

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 performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely
at the direction of the Owner Trustee; 
  
 (ii)
no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement (unless such other trustee acts or fails to act at the direction of such first trustee); and 
  
 (iii) the Administrator and the Owner Trustee acting jointly
may at any time accept the resignation of or remove any separate trustee or co-trustee. 
  
 (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating
to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. 
  
 (d) Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

  
 SECTION 6.13 Eligibility Requirements for Owner
Trustee. The Owner Trustee shall at all times: (a) be a corporation, a national banking association or a bank satisfying the provisions of Section 3807(a) of the Statutory Trust Statute; (b) be authorized to exercise corporate trust powers; (c)
have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by federal or state authorities; and (d) have a long-term unsecured debt rating of at least Baa3 by Moody’s or be otherwise satisfactory to
Moody’s. If such Person or bank shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 6.13, the combined capital
and surplus of such Person or bank shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions
of this Section 6.13, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 6.10. 
  

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 ARTICLE VII 
 TERMINATION OF TRUST AGREEMENT 
  
 SECTION 7.1 Termination of Trust Agreement. 
  
 (a) The Trust shall dissolve and wind up in accordance with Section 3808 of the Statutory Trust Statute on or immediately preceding the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust
Estate in accordance with the terms of the Indenture, the Pooling Agreement (including the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 4.01 of the Pooling Agreement), the Servicing Agreement and Article V.
The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Certificateholder’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. 

 
 (b) This Agreement shall be irrevocable. Except as provided in Section
7.1(a) and in this Section 7.1(b), neither the Seller nor any Certificateholder shall be entitled to revoke or terminate the Trust or this Agreement. Each of the Seller, the Trust and the Owner Trustee acknowledges that the Indenture Trustee, on
behalf of the Noteholders, is a third-party beneficiary of this Agreement. For so long as the Notes are outstanding, neither the Trust nor this Agreement shall be revoked without the consent of the Indenture Trustee. Each of the Seller, the Trust
and the Owner Trustee acknowledges that the Indenture Trustee, as an agent of the Noteholders, maintains a legitimate interest in ensuring that the Trust is not revoked prior to the fulfillment of the Trust objectives. In no event may this Agreement
be amended without the consent of the Indenture Trustee if the effect of such amendment is the revocation or termination of this Trust other than in accordance with this Section 7.1. 
  
 (c) Notice of any dissolution of the Trust specifying the Distribution Date upon which the Certificateholders shall
surrender their Certificates to the Owner Trustee for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of dissolution from
the Servicer given pursuant to subsection 8.13(b) of the Indenture, stating: (i) the Distribution Date upon or with respect to which the final distribution on the Certificates shall be made upon presentation and surrender of the Certificates
at the office of the Owner Trustee; (ii) the amount of any such final distribution; and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the
Certificates at the office of the Owner Trustee therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Owner Trustee at the time such notice is given to Certificateholders.
Upon presentation and surrender of the Certificates, the Owner Trustee shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.2. 
  
 (d) If all of the Certificateholders shall not surrender their Certificates
for cancellation within six months after the date specified in the written notice specified in Section 7.1(c), the Owner Trustee shall give a second written notice to the remaining Certificateholders 
  

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 to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one
year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable laws with respect to escheat of funds, any funds remaining in the
Owner Trust Estate after exhaustion of such remedies in the preceding sentence shall be deemed property of the Seller and distributed by the Owner Trustee to the Seller. 
  
 (e) Within sixty days of the later of (i) the cancellation of all of the Certificates pursuant to Section 7.1(c) or Section
7.1(d), or (ii) payment to the Seller of funds remaining in the Owner Trust Estate pursuant to Section 7.1(d), the Owner Trustee shall provide each of the Rating Agencies with written notice stating that all Certificates have been so canceled or
such funds have been so paid to the Seller. 
  
 (f) Upon
completion of the winding up of the trust, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory
Trust Statute and, upon such filing, the Trust shall terminate. 
  
 ARTICLE VIII 
 AMENDMENTS 
  
 SECTION 8.1 Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Seller and the Owner Trustee
without the consent of any of the Securityholders (but with prior notice to each of the Rating Agencies) to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other
provision in this Agreement or any other Basic Document, (iii) add or supplement any credit enhancement for the benefit of the Securityholders (provided that if any such addition shall affect any class of Securityholders differently than any other
class of Securityholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of the Securityholders), (iv) add to the covenants, restrictions or obligations of the
Seller or the Owner Trustee for the benefit of the Securityholders, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be
necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, or (vi) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of the Securityholders. 
  
 SECTION 8.2 Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Seller and the Owner Trustee with the consent of Noteholders whose Notes
evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of business on the preceding Distribution Date and the consent of the Holders of Certificates evidencing not less than a majority of the ownership
interests in the Owner Trust Estate as of the close of business on the preceding 
  

 - 22 - 








 Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this
Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of
such consent is made upon the Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made
on any Note or the Specified Reserve Account Balance, (b) reduce the aforesaid percentage required to consent to any such amendment or (c) amend Section 4.3, without the consent of the Holders of all of the Notes and the Holders of all of the
Certificates then outstanding. The Administrator shall furnish notice of the substance of any proposed amendment, supplement or consent under this Section 8.2 to each of the Rating Agencies prior to obtaining consent thereto. 
  
 SECTION 8.3 Form of Amendments. 
  
 (a) Promptly after the execution of any amendment, supplement or consent
pursuant to Section 8.1 or 8.2, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder and the Indenture Trustee. 
  
 (b) It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to
Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders
provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders and Noteholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

  
 (c) Prior to the execution of any amendment to this Agreement
or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to such
execution have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. 
  
 (d) Promptly after the execution of any amendment to the Certificate of
Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. 
  
 ARTICLE IX 
 MISCELLANEOUS 
  
 SECTION 9.1 No Legal Title to Owner Trust Estate. The Certificateholders shall not have legal title to any part of
the Owner Trust Estate. The Certificateholders shall be entitled to receive distributions with respect to their undivided beneficial interest therein only in accordance with Articles V and VII. No transfer, by operation of law or otherwise, of any
right, title, and 
  

 - 23 - 








 interest of the Certificateholders to and in their ownership interest in the Owner Trust Estate shall operate to
terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate. 
  
 SECTION 9.2 Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Owner
Trustee, the Seller, the Certificateholders, the Administrator and, to the extent expressly provided herein, the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. The Administrator shall be a third party beneficiary with
respect to the rights granted to it under Section 6.10(a). 
  
 SECTION 9.3 Notices. All demands, notices and communications upon or to the Seller, the Servicer, the Administrator, the Indenture Trustee, the Owner Trustee, the Rating Agencies or any Certificateholder under this Agreement shall be
delivered as specified in Appendix B to the Pooling Agreement. 
  
 SECTION 9.4 Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed
enforceable to the fullest extent permitted, and if not so permitted, 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. 
  
 SECTION 9.5 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts (and by different parties on separate counterparts), each of which when so executed and delivered shall be
an original, but all of which together shall constitute one and the same instrument. 
  
 SECTION 9.6 Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Seller, the Owner Trustee and each Certificateholder and their
respective successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind the successors and assigns of such Certificateholder. 
  
 SECTION 9.7 No Petition Covenant. Notwithstanding any prior
termination of this Agreement, the Trust (or the Owner Trustee, on behalf of the Trust), and each Certificateholder, by accepting a Certificate (or interest therein), hereby covenant and agree that they shall not, prior to the date which is one year
and one day after the termination of this Agreement acquiesce, petition or otherwise invoke or cause the Seller to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Seller under
any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or any substantial part of its property, or ordering the winding up
or liquidation of the affairs of the Seller. 
  

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 SECTION 9.8 No Recourse. Each Certificateholder by accepting a Certificate (or interest therein)
acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the Seller, the Servicer, the Administrator, the Owner Trustee, the
Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the Basic
Documents. Except as expressly provided in the Basic Documents, neither the Seller, the Servicer nor the Owner Trustee in their respective individual capacities, nor any of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates, or the Owner Trustee’s performance of, or omission to perform,
any of the covenants, obligations or indemnifications contained in the Certificates or this Agreement, it being expressly understood that said covenants and obligations have been made by the Owner Trustee solely in its capacity as the Owner Trustee.
Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) shall agree that, except as expressly provided in the Basic Documents, in the case of nonpayment of any amounts with respect to the Certificates, it shall
have no claim against any of the foregoing for any deficiency, loss or claim therefrom. 
  
 SECTION 9.9 Headings. The headings of the various Articles and Sections herein are for purposes of reference only and shall not affect the meaning or interpretation of any provision hereof. 
  
 SECTION 9.10 Governing Law. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

  
 SECTION 9.11 Administrator. The Administrator is
authorized to execute on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Basic Documents. Upon request, the Owner
Trustee shall execute and deliver to the Administrator a power of attorney appointing the Administrator as the Trust’s agent and attorney-in-fact to execute all such documents, reports, filings, instruments, certificates and opinions.

  
 SECTION 9.12 Amended and Restated Trust Agreement. This
Trust Agreement is the amended and restated trust agreement contemplated by the Trust Agreement dated as of March 4, 2004 between the Seller and the Owner Trustee. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their
respective officers hereunto duly authorized, as of the day and year first above written. 
  

			
	CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION as Owner Trustee
		
	 By:
	 	  


	 Name:
	 	 John Cashin

	 Title:
	 	 Vice President

	
	NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION, as Seller
		
	 By:
	 	  


	 Name:
	 	 Andrew J. Cederoth

	 Title:
	 	 Vice President and Treasurer



  

			
	Acknowledged and Accepted:
	
	 NAVISTAR FINANCIAL CORPORATION,
 as
Servicer

		
	 By:
	 	  


	 Name:
	 	 Andrew J. Cederoth

	 Title:
	 	 Vice President and Treasurer









 EXHIBIT A 
  

FORM OF CERTIFICATE 
 NUMBER R-     
 OWNERSHIP INTEREST:
        % 
  
 SEE
REVERSE FOR CERTAIN DEFINITIONS 
  
 THIS
CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF (i) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (“ERISA”)) THAT IS SUBJECT TO THE PROVISIONS
OF TITLE I OF ERISA, (ii) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE
ENTITY. BY ACCEPTING AND HOLDING THIS CERTIFICATE, THE HOLDER HEREOF AND THE CERTIFICATE OWNER SHALL EACH BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFIT PLAN. 
  
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 1, 2004, HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. 
  
 Navistar Financial 2004-A Owner Trust 
  
 CERTIFICATE 
  
 evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes a pool of retail
loans evidenced by notes secured by new and used medium and heavy duty trucks, truck chassis, buses and trailers and a beneficial interest in a pool of retail leases and the underlying medium and heavy duty trucks, truck chassis, buses and trailers.

  
 (This Certificate does not represent an interest in or
obligation of Navistar Financial Retail Receivables Corporation, Navistar Financial Corporation, Navistar Leasing Company, Harco Leasing Company, Inc., International Truck and Engine Corporation, Navistar International Corporation, the Owner Trustee
or any of their respective affiliates, except to the extent described below.) 
  
 THIS CERTIFIES THAT
                                        
is the registered owner of a nonassessable, fully-paid, fractional undivided interest in Navistar Financial 2004-A Owner Trust (the “Trust”). 
  

 A- 1 








 The Trust was created pursuant to a trust agreement, dated as of March 4, 2004 (as amended and restated
as of April 1, 2004 and as further amended, restated or supplemented from time to time, the “Trust Agreement”), between the Seller and Chase Manhattan Bank USA, National Association, as owner trustee (the “Owner Trustee”), a
summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement. 
  
 This Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, the terms of which are incorporated herein by reference and made a part hereof, to which Trust Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

  
 The Holder of this Certificate acknowledges and agrees that
its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders as and to the extent described in the Pooling Agreement, the Servicing Agreement and the Indenture. 
  
 Each Certificateholder with respect to a Certificate, by its acceptance of a
Certificate, covenants and agrees that such Certificateholder with respect to a Certificate, shall not, prior to the date which is one year and one day after the termination of the Trust Agreement, acquiesce, petition or otherwise invoke or cause
the Seller to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Seller under any federal or state bankruptcy, insolvency, reorganization or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller. 
  
 Distributions on this Certificate shall be made as provided in the Trust
Agreement by the Owner Trustee by wire transfer, check mailed or, where possible, intra-bank book entry to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Certificate or the making of any
notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Certificate shall be made after due notice by the Owner Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office maintained for such purpose by the Owner Trustee in the Borough of Manhattan, the City of New York. 
  

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. 
  
 Unless the
certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee by manual signature, this Certificate shall not entitle the Holder hereof to any benefit under the Trust Agreement, the Pooling Agreement or
the Servicing Agreement or be valid for any purpose. 
  

 A- 2 








 THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
  

 A- 3 








 IN WITNESS WHEREOF, the Owner Trustee, not in its individual capacity, but solely as Owner Trustee, has
caused this Certificate to be duly executed. 
  

					
	 Dated: April 1, 2004
	 	 NAVISTAR FINANCIAL 2004-A OWNER TRUST

			
	 	 	 By:
	 	Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Owner Trustee
			
	 	 	 By:
	 	  


	 	 	 Name:
	 	 John J. Cashin

	 	 	 Title:
	 	 Vice President


  
 OWNER TRUSTEE’S CERTIFICATE OF
AUTHENTICATION 
  
 This is one of the Certificates referred to in
the within-mentioned Trust Agreement. 
  

									
	 CHASE MANHATTAN BANK USA,
 NATIONAL
ASSOCIATION
  

	 	 OR
	 	 CHASE MANHATTAN BANK USA,
 NATIONAL
ASSOCIATION
  


			
	not in its individual capacity but solely as Owner Trustee	 	 	 	not in its individual capacity but solely as Owner Trustee
					
	 	 	 	 	 	 	 By:
	 	JPMorgan Chase Bank, as Authenticating Agent
					
	 By:
	 	  

	 	 	 	 By:
	 	  


	 	 	Authorized Officer	 	 	 	 	 	Authorized Officer








 REVERSE OF CERTIFICATE 
  
 The Certificates do not represent an obligation of, or an interest in, the Seller, the Servicer, Harco Leasing Company,
Inc., Navistar Leasing Company, the Indenture Trustee, the Owner Trustee or any affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust
Agreement or the Basic Documents. In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Receivables (and certain
other amounts), all as more specifically set forth herein and in the Trust Agreement, the Pooling Agreement and the Servicing Agreement. A copy of each of the Pooling Agreement, the Servicing Agreement and the Trust Agreement may be examined during
normal business hours at the principal office of the Seller, and at such other places, if any, designated by the Seller, by any Certificateholder upon written request. 
  
 The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Seller and the rights of the Certificateholders under the Trust Agreement at any time by the Seller and the Owner Trustee with the consent of (i) the Holders of the Notes evidencing not less than a majority of the
Outstanding Amount of the Controlling Class, and (ii) Certificateholders whose Certificates evidence not less than a majority of the ownership interest in the Trust, each as of the close of the preceding Distribution Date. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and on all future Holders of this Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates or the Notes. 
  
 As provided in the Trust Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in the
City of New York, accompanied by (i) a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing and (ii)
certain opinions required by Section 3.4(b) of the Trust Agreement, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial
Certificate Registrar appointed under the Trust Agreement is JPMorgan Chase Bank, New York, New York. 
  
 The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. 







 The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall
terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Trust Agreement, the Pooling Agreement and the Servicing Agreement and the disposition of all property held as part of the Trust.








 ASSIGNMENT 
  
 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 
  
 PLEASE INSERT SOCIAL SECURITY 
 OR OTHER IDENTIFYING NUMBER 
 OF ASSIGNEE 
 ____________________________________________________________________________________ 
  
 (Please print or type name and address, including postal zip code, of assignee) 

____________________________________________________________________________________ 
  
 the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing 
  
                                       
                                        
   Attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises. 
  

			
	 Dated:
	 	____________________________________*
	 	 	Signature Guaranteed:
		
	 	 	____________________________________*


 * NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a
commercial bank or trust company. 







 EXHIBIT B 
  

CERTIFICATE OF TRUST OF 
 Navistar
Financial 2004-A Owner Trust 
  
 This Certificate of Trust of
Navistar Financial 2004-A Owner Trust (the “Trust”), is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act [(12 Del. C. §3801
et seq.) (the “Act”)]. 
  
 1. Name.
The name of the business trust formed by this Certificate of Trust is Navistar Financial 2004-A Owner Trust. 
  
 2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware is
                    ,
                    ,
                    , Delaware
                    , Attention:
                    . 
  
 3. This Certificate of Trust shall be effective upon filing. 
  
 IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act. 
  

			
	 By:
	 	  


	not in its individual capacity but solely as Owner Trustee
		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  

 B- 1