Exhibit 4.2


 


EXECUTION COPY


 




 





NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST

as Issuer


 


and


 


THE BANK OF NEW YORK

as Indenture Trustee


 


INDENTURE


 


dated as of June 10, 2004




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  
	
   

  	
  Section 1.01

  	
  Definitions

  	
   

  
	
   

  	
  Section 1.02

  	
  Compliance
  Certificates and Opinions

  	
   

  
	
   

  	
  Section 1.03

  	
  Form of Documents
  Delivered to Indenture Trustee.

  	
   

  
	
   

  	
  Section 1.04

  	
  Acts of Noteholders

  	
   

  
	
   

  	
  Section 1.05

  	
  Notices, etc.

  	
   

  
	
   

  	
  Section 1.06

  	
  Notices to
  Noteholders; Waiver to Noteholders

  	
   

  
	
   

  	
  Section 1.07

  	
  Conflict with Trust
  Indenture Act

  	
   

  
	
   

  	
  Section 1.08

  	
  Effect of Headings and
  Table of Contents

  	
   

  
	
   

  	
  Section 1.09

  	
  Successors and Assigns

  	
   

  
	
   

  	
  Section 1.10

  	
  Separability

  	
   

  
	
   

  	
  Section 1.11

  	
  Benefits of Indenture

  	
   

  
	
   

  	
  Section 1.12

  	
  Governing Law

  	
   

  
	
   

  	
  Section 1.13

  	
  Counterparts

  	
   

  
	
   

  	
  Section 1.14

  	
  Indenture Referred to
  in the Master Owner Trust Agreement

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  II NOTE FORMS

  	
   

  
	
   

  	
  Section 2.01

  	
  Forms Generally

  	
   

  
	
   

  	
  Section 2.02

  	
  Forms of Notes

  	
   

  
	
   

  	
  Section 2.03

  	
  Form of Indenture
  Trustee’s Certificate of Authentication.

  	
   

  
	
   

  	
  Section 2.04

  	
  Notes Issuable in the
  Form of a Global Note

  	
   

  
	
   

  	
  Section 2.05

  	
  Temporary Global Notes
  and Permanent Global Notes

  	
   

  
	
   

  	
  Section 2.06

  	
  Beneficial Ownership
  of Global Notes

  	
   

  
	
   

  	
  Section 2.07

  	
  Notices to Depository

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  III THE NOTES

  	
   

  
	
   

  	
  Section 3.01

  	
  General Title; General
  Limitations; Issuable in Series; Terms of a Series or Class

  	
   

  
	
   

  	
  Section 3.02

  	
  Denominations

  	
   

  
	
   

  	
  Section 3.03

  	
  Execution,
  Authentication and Delivery and Dating.

  	
   

  
	
   

  	
  Section 3.04

  	
  Temporary Notes

  	
   

  
	
   

  	
  Section 3.05

  	
  Registration, Transfer
  and Exchange.

  	
   

  
	
   

  	
  Section 3.06

  	
  Mutilated, Destroyed,
  Lost and Stolen Notes.

  	
   

  
	
   

  	
  Section 3.07

  	
  Payment of Interest;
  Interest Rights Preserved.

  	
   

  
	
   

  	
  Section 3.08

  	
  Persons Deemed Owners

  	
   

  
	
   

  	
  Section 3.09

  	
  Cancellation

  	
   

  
	
   

  	
  Section 3.10

  	
  New Issuances of Notes

  	
   

  
	
   

  	
  Section 3.11

  	
  Specification of
  Overcollateralization Amount and other Terms with Respect to each Class

  	
   

  
	
   

  	
  Section 3.12

  	
  Reallocation of Noteholder Available
  Interest Amounts and Noteholder Available Principal Amounts

  	
   

  



 


ii

















 


	
  ARTICLE
  IV ACCOUNTS AND INVESTMENTS

  	
   

  
	
   

  	
  Section 4.01

  	
  Receipts

  	
   

  
	
   

  	
  Section 4.02

  	
  Accounts

  	
   

  
	
   

  	
  Section 4.03

  	
  Investment of Funds in
  the Accounts

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  V ALLOCATIONS, DEPOSITS AND PAYMENTS

  	
   

  
	
   

  	
  Section 5.01

  	
  Allocation of Funds
  from the Collateral Certificate to Notes

  	
   

  
	
   

  	
  Section 5.02

  	
  Excess Available
  Principal Amounts; Shared Principal Collections

  	
   

  
	
   

  	
  Section 5.03

  	
  Excess Available
  Interest Amounts; Excess Finance Charge Collections

  	
   

  
	
   

  	
  Section 5.04

  	
  Final Payment

  	
   

  
	
   

  	
  Section 5.05

  	
  Payments within a
  Series or Class

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI SATISFACTION AND DISCHARGE;
  CANCELLATION OF NOTES HELD BY THE ISSUER OR NFSC

  	
   

  
	
   

  	
  Section 6.01

  	
  Satisfaction and
  Discharge of Indenture

  	
   

  
	
   

  	
  Section 6.02

  	
  Application of
  Trust Money

  	
   

  
	
   

  	
  Section 6.03

  	
  Cancellation of
  Notes Held by the Issuer or NFSC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII EVENTS OF DEFAULT AND REMEDIES

  	
   

  
	
   

  	
  Section 7.01

  	
  Events of Default

  	
   

  
	
   

  	
  Section 7.02

  	
  Acceleration of
  Maturity; Rescission and Annulment

  	
   

  
	
   

  	
  Section 7.03

  	
  Collection of
  Indebtedness and Suits for Enforcement by Indenture Trustee

  	
   

  
	
   

  	
  Section 7.04

  	
  Indenture Trustee
  May File Proofs of Claim

  	
   

  
	
   

  	
  Section 7.05

  	
  Indenture Trustee
  May Enforce Claims Without Possession of Notes

  	
   

  
	
   

  	
  Section 7.06

  	
  Application of
  Money Collected

  	
   

  
	
   

  	
  Section 7.07

  	
  Issuer Will Hold
  the Collateral Certificate

  	
   

  
	
   

  	
  Section 7.08

  	
  Noteholders Have
  the Right to Direct the Time, Method and Place of Conducting Any Proceeding
  for Any Remedy Available to the Indenture Trustee

  	
   

  
	
   

  	
  Section 7.09

  	
  Limitation on
  Suits

  	
   

  
	
   

  	
  Section 7.10

  	
  Unconditional
  Right of Noteholders to Receive Principal and Interest; Limited Recourse

  	
   

  
	
   

  	
  Section 7.11

  	
  Restoration of
  Rights and Remedies

  	
   

  
	
   

  	
  Section 7.12

  	
  Rights and
  Remedies Cumulative

  	
   

  
	
   

  	
  Section 7.13

  	
  Delay or Omission
  Not Waiver

  	
   

  
	
   

  	
  Section 7.14

  	
  Control by Noteholders

  	
   

  
	
   

  	
  Section 7.15

  	
  Waiver of Past
  Defaults

  	
   

  
	
   

  	
  Section 7.16

  	
  Undertaking for
  Costs

  	
   

  
	
   

  	
  Section 7.17

  	
  Waiver of Stay or
  Extension Laws

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII THE INDENTURE TRUSTEE

  	
   

  
	
   

  	
  Section 8.01

  	
  Certain Duties
  and Responsibilities

  	
   

  
	
   

  	
  Section 8.02

  	
  Notice of
  Defaults

  	
   

  
	
   

  	
  Section 8.03

  	
  Certain Rights of
  Indenture Trustee

  	
   

  



 


iii

















 


	
   

  	
  Section 8.04

  	
  Not Responsible
  for Recitals or Issuance of Notes

  	
   

  
	
   

  	
  Section 8.05

  	
  May Hold Notes

  	
   

  
	
   

  	
  Section 8.06

  	
  Money Held in
  Trust

  	
   

  
	
   

  	
  Section 8.07

  	
  Compensation and
  Reimbursement, Limit on Compensation, Reimbursement and Indemnity

  	
   

  
	
   

  	
  Section 8.08

  	
  Disqualification;
  Conflicting Interests

  	
   

  
	
   

  	
  Section 8.09

  	
  Corporate
  Indenture Trustee Required; Eligibility

  	
   

  
	
   

  	
  Section 8.10

  	
  Resignation and
  Removal; Appointment of Successor

  	
   

  
	
   

  	
  Section 8.11

  	
  Acceptance of
  Appointment by Successor

  	
   

  
	
   

  	
  Section 8.12

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  
	
   

  	
  Section 8.13

  	
  Preferential
  Collection of Claims Against Issuer

  	
   

  
	
   

  	
  Section 8.14

  	
  Appointment of
  Authenticating Agent

  	
   

  
	
   

  	
  Section 8.15

  	
  Tax Returns

  	
   

  
	
   

  	
  Section 8.16

  	
  Representations
  and Covenants of the Indenture Trustee

  	
   

  
	
   

  	
  Section 8.17

  	
  Custody of the
  Collateral

  	
   

  
	
   

  	
  Section 8.18

  	
  Appointment of
  Co-Indenture Trustee or Separate Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX NOTEHOLDERS’ MEETINGS,
  LISTS, REPORTS BY INDENTURE TRUSTEE, ISSUER AND MASTER OWNER TRUST
  BENEFICIARY

  	
   

  
	
   

  	
  Section 9.01

  	
  Issuer To Furnish
  Indenture Trustee Names and Addresses of Noteholders. The Issuer will furnish
  or cause to be furnished to the Indenture Trustee

  	
   

  
	
   

  	
  Section 9.02

  	
  Preservation of
  Information; Communications to Noteholders

  	
   

  
	
   

  	
  Section 9.03

  	
  Reports by
  Indenture Trustee

  	
   

  
	
   

  	
  Section 9.04

  	
  Meetings of
  Noteholders; Amendments and Waivers

  	
   

  
	
   

  	
  Section 9.05

  	
  Reports by Issuer
  to the Commission.

  	
   

  
	
   

  	
  Section 9.06

  	
  Reports by
  Indenture Trustee to Issuer

  	
   

  
	
   

  	
  Section 9.07

  	
  Distributions and
  Reports to Noteholders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X INDENTURE SUPPLEMENTS;
  AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AND AMENDMENTS TO THE TRUST
  AGREEMENT

  	
   

  
	
   

  	
  Section 10.01

  	
  Supplemental
  Indentures Without Consent of Noteholders

  	
   

  
	
   

  	
  Section 10.02

  	
  Supplemental
  Indentures with Consent of Noteholders

  	
   

  
	
   

  	
  Section 10.03

  	
  Execution of
  Indenture Supplements

  	
   

  
	
   

  	
  Section 10.04

  	
  Effect of
  Indenture Supplements

  	
   

  
	
   

  	
  Section 10.05

  	
  Conformity with
  Trust Indenture Act

  	
   

  
	
   

  	
  Section 10.06

  	
  Reference in
  Notes to Indenture Supplements

  	
   

  
	
   

  	
  Section 10.07

  	
  Amendments to
  the Pooling and Servicing Agreement

  	
   

  
	
   

  	
  Section 10.08

  	
  Amendments to
  the Master Owner Trust Agreement

  	
   

  
	
   

  	
  Section 10.09

  	
  Notice

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI REPRESENTATIONS, WARRANTIES
  AND COVENANTS OF THE ISSUER AND THE PAYING AGENT

  	
   

  
	
   

  	
  Section 11.01

  	
  Payment of
  Principal and Interest

  	
   

  



 


iv

















 


	
   

  	
  Section 11.02

  	
  Maintenance of
  Office or Agency

  	
   

  
	
   

  	
  Section 11.03

  	
  Money for Note
  Payments to be Held in Trust

  	
   

  
	
   

  	
  Section 11.04

  	
  Statement as to
  Compliance

  	
   

  
	
   

  	
  Section 11.05

  	
  Legal Existence

  	
   

  
	
   

  	
  Section 11.06

  	
  Further
  Instruments and Acts

  	
   

  
	
   

  	
  Section 11.07

  	
  Compliance with
  Laws

  	
   

  
	
   

  	
  Section 11.08

  	
  Notice of
  Events of Default

  	
   

  
	
   

  	
  Section 11.09

  	
  Certain
  Negative Covenants

  	
   

  
	
   

  	
  Section 11.10

  	
  No Other
  Business

  	
   

  
	
   

  	
  Section 11.11

  	
  No Borrowing

  	
   

  
	
   

  	
  Section 11.12

  	
  Rule 144A
  Information

  	
   

  
	
   

  	
  Section 11.13

  	
  Performance of
  Obligations

  	
   

  
	
   

  	
  Section 11.14

  	
  Issuer May
  Consolidate, Etc., Only on Certain Terms.

  	
   

  
	
   

  	
  Section 11.15

  	
  Successor
  Substituted

  	
   

  
	
   

  	
  Section 11.16

  	
  Guarantees,
  Loans, Advances and Other Liabilities

  	
   

  
	
   

  	
  Section 11.17

  	
  Capital
  Expenditures

  	
   

  
	
   

  	
  Section 11.18

  	
  Restricted
  Payments

  	
   

  
	
   

  	
  Section 11.19

  	
  Representations
  and Warranties as to the Security Interest of the Indenture Trustee in the
  Collateral Certificate

  	
   

  
	
   

  	
  Section 11.20

  	
  Derivative
  Instruments

  	
   

  
	
   

  	
  Section 11.21

  	
  Derivative
  Financial Instruments.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XII EARLY REDEMPTION OF NOTES

  	
   

  
	
   

  	
  Section 12.01

  	
  Applicability
  of Article

  	
   

  
	
   

  	
  Section 12.02

  	
  Notice

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XIII COLLATERAL

  	
   

  
	
   

  	
  Section 13.01

  	
  Recording, Etc

  	
   

  
	
   

  	
  Section 13.02

  	
  Trust Indenture
  Act Requirements

  	
   

  
	
   

  	
  Section 13.03

  	
  Suits To
  Protect the Collateral

  	
   

  
	
   

  	
  Section 13.04

  	
  Purchaser
  Protected

  	
   

  
	
   

  	
  Section 13.05

  	
  Powers
  Exercisable by Receiver or Trustee

  	
   

  
	
   

  	
  Section 13.06

  	
  Determinations
  Relating to Collateral

  	
   

  
	
   

  	
  Section 13.07

  	
  Release of
  Collateral

  	
   

  
	
   

  	
  Section 13.08

  	
  Certain Actions
  by Indenture Trustee

  	
   

  
	
   

  	
  Section 13.09

  	
  Opinions as to
  Collateral

  	
   

  
	
   

  	
  Section 13.10

  	
  Delegation of
  Duties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XIV MISCELLANEOUS

  	
   

  
	
   

  	
  Section 14.01

  	
  No Petition

  	
   

  
	
   

  	
  Section 14.02

  	
  Master Owner
  Trust Obligations

  	
   

  
	
   

  	
  Section 14.03

  	
  Limitations on
  Liability

  	
   

  
	
   

  	
  Section 14.04

  	
  Tax Treatment

  	
   

  
	
   

  	
  Section 14.05

  	
  Actions Taken
  by the Issuer

  	
   

  
	
   

  	
  Section 14.06

  	
  Alternate
  Payment Provisions

  	
   

  
	
   

  	
  Section 14.07

  	
  Termination of
  Issuer

  	
   

  
	
   

  	
  Section 14.08

  	
  Final
  Distribution

  	
   

  



 


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  Section 14.09

  	
  Termination
  Distributions

  	
   

  
	
   

  	
  Section 14.10

  	
  Enhancement
  Provider as Third-Party Beneficiary

  	
   

  
	
   

  	
  Section 14.11

  	
  Limitation of
  Confidentiality

  	
   

  
	
   

  	
  Section 14.12

  	
  Subordination

  	
   

  



 


vi

















 


	
  EXHIBITS

  	
   

  
	
  EXHIBIT A

  	
  [FORM OF] INVESTMENT LETTER

  
	
  EXHIBIT B-1

  	
  [FORM OF] CLEARANCE
  SYSTEM CERTIFICATE TO BE GIVEN TO THE TRUSTEE BY EUROCLEAR OR CLEARSTREAM,
  LUXEMBOURG FOR DELIVERY OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A
  TEMPORARY GLOBAL NOTE

  
	
  EXHIBIT B-2

  	
  [FORM OF] CERTIFICATE TO
  BE DELIVERED TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG WITH RESPECT TO
  REGISTERED NOTES SOLD TO QUALIFIED INSTITUTIONAL BUYERS

  
	
  EXHIBIT B-3

  	
  [FORM OF] CERTIFICATE TO
  BE DELIVERED TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG BY A BENEFICIAL OWNER OF
  NOTES, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER

  



 


vii

















 


THIS
INDENTURE between NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST, a
statutory trust organized under the laws of the State of Delaware (the “Issuer”),
having its principal office at 500 Stanton Christiana Road, OPS4/3rd
Flr., Newark, Delaware 19713, and The Bank of New York, a New York banking
corporation, in its capacity as Indenture Trustee (the “Indenture Trustee”),
is made and entered into as of June 10, 2004.


 


RECITALS OF THE ISSUER


 


The
Issuer has duly authorized the execution and delivery of this Indenture to provide
for the issuance of its Notes to be issued in one or more fully registered or
bearer series or classes. All things necessary to make this Indenture a valid
and legally binding agreement of the Issuer, in accordance with its terms, have
been done.


 


GRANTING CLAUSE


 


The
Issuer hereby grants to the Indenture Trustee for the benefit and security of
(a) the Noteholders, (b) each Enhancement Provider to an Enhancement Agreement
entered into in connection with issuance of a class of Notes that expressly states
that such Enhancement Provider is entitled to the benefit of the Collateral and
(c) the Indenture Trustee, in its individual capacity (each, a “Secured
Party”), a security interest in all of its right, title and interest,
whether now owned or hereafter acquired, in and to:


 


1.                                       the Collateral Certificate and all amounts
distributable in respect thereof pursuant to the Pooling and Servicing
Agreement;


 


2.                                       the Accounts;


 


3.                                       all Eligible Investments and all investment
property, instruments, money and other property held in or through the Deposit
Account, any Supplemental Account or any Sub-Account thereof;


 


4.                                       all rights, benefits and powers under any
Enhancement Agreement relating to any class of Notes;


 


5.                                       all rights of enforcement against any of the
representations and warranties made by the Master Owner Trust Beneficiary
pursuant to the Master Owner Trust Agreement;


 


6.                                       all present and future claims, demands,
causes of and choses in action in respect of any of the foregoing and all
interest, principal, payments and distributions of any nature or type on any of
the foregoing;


 


7.                                       all accounts, general intangibles, chattel
paper, instruments, documents, goods, money, investment property, deposit
accounts, certificates of deposit, letters of credit, letter-of-credit rights
and advices of credit consisting of, arising from, or relating to any of the
foregoing;


 

















 


8.                                       all proceeds of any derivative contracts
between the Issuer and a counterparty, as described in any Indenture
Supplement; and


 


9.                                       all proceeds of the foregoing.


 


The
collateral described above is referred to as the “Collateral.” The
Security Interest in the Collateral is granted to secure the Notes (and, to the
extent specified in the applicable Indenture Supplement or Enhancement
Agreement, the obligations under any applicable Enhancement Agreements) equally
and ratably without prejudice, priority or distinction between any Note and any
other Note by reason of difference in time of issuance or otherwise, except as
otherwise expressly provided in this Indenture or in the Indenture Supplement
which establishes any class of Notes, and to secure (i) the payment of all
amounts due on such Notes (and, to the extent so specified, the obligations
under any applicable Enhancement Agreements) in accordance with their terms,
(ii) the payment of all other sums payable by the Issuer under this Indenture
or any Indenture Supplement and (iii) compliance by the Issuer with the
provisions of this Indenture or any Indenture Supplement. This Indenture is a
security agreement within the meaning of the UCC.


 


The
Indenture Trustee acknowledges the grant of such Security Interest, and accepts
the Collateral in trust hereunder in accordance with the provisions hereof and
agrees to perform the duties herein to the end that the interests of the
Secured Parties may be protected.


 


Particular
Notes and Enhancement Agreements will benefit from the Security Interest to the
extent (and only to the extent) proceeds of and distributions on the Collateral
are allocated for their benefit pursuant to this Indenture and the applicable
Indenture Supplement.


 


AGREEMENTS OF THE PARTIES


 


To
set forth or to provide for the establishment of the terms and conditions upon
which the Notes are and are to be authenticated, issued and delivered, and in
consideration of the premises and the purchase of Notes by the Holders thereof,
it is mutually agreed as follows, for the equal and proportionate benefit of
all Holders of the Notes or of a series or class thereof, as the case may be:


 


LIMITED RECOURSE


 


The
obligation of the Issuer to make payments of principal, interest and other
amounts on the Notes and to make payments on Enhancement Agreements is limited
in recourse as set forth in Section 7.10.


 


ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.01                                Definitions.  For all purposes of this Indenture and of
any Indenture Supplement, except as otherwise expressly provided or unless the
context otherwise requires:


 


1.                                       the terms defined in this Article have the
meanings assigned to them in this Article, and include the plural as well as
the singular;


 


2

















 


2.                                       all other terms used herein which are defined
in the Trust Indenture Act or by Commission rule under the Trust Indenture Act
or in the Series Supplement, either directly or by reference therein, have the
meanings assigned to them therein;


 


3.                                       all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with generally accepted
accounting principles and, except as otherwise herein expressly provided, the
term “generally accepted accounting principles” with respect to any
computation required or permitted hereunder means such accounting principles as
are generally accepted in the United States of America at the date of such
computation;


 


4.                                       all references in this Indenture to
designated “Articles,” “Sections” and other subdivisions are to
the designated Articles, Sections and other subdivisions of this Indenture as
originally executed. The words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision;


 


5.                                       if any term or provision contained in an
Indenture Supplement for a series of Notes shall conflict with or be
inconsistent with any term or provision in this Indenture, the terms and
provisions of such Indenture Supplement shall control in respect of such series
of Notes;


 


6.                                       “including” and words of similar
import will be deemed to be followed by “without limitation.”


 


“Accounts”
means, collectively, the Deposit Account and any Supplemental Account, in each
case including any Sub-Accounts therein.


 


“Act”
when used with respect to any Noteholder, is defined in Section 1.04(a).


 


“action”
when used with respect to any Noteholder, is defined in Section 1.04(a).


 


“Administration
Agreement” means the Administration Agreement dated as of June 10, 2004,
among the Administrator, the Issuer and the Indenture Trustee.


 


“Administrator”
means Navistar Financial Corporation, a Delaware corporation, or any successor
Administrator under the Administration Agreement.


 


“Affiliate”
means, with respect to any specified Person, any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“applicable
investment category” with respect to any series or class of Notes, has the
meaning assigned in the related Indenture Supplement.


 


3

















 


“Authenticating
Agent” means any Person authorized by the Indenture Trustee to authenticate
Notes under Section 8.14.


 


“Authorized
Newspaper” has the meaning assigned in the Pooling and Servicing Agreement.


 


“Business
Day” has the meaning assigned in the Pooling and Servicing Agreement.


 


“Calculation
Day” has the meaning assigned in the Pooling and Servicing Agreement.


 


“Certificate
of Trust” means the certificate of trust substantially in the form of Exhibit
B to the Master Owner Trust Agreement.


 


“Certificate
Rating Agency” or “Certificate Rating Agencies” means, with respect
to any outstanding series of Investor Certificates, any nationally recognized
statistical rating organization then maintaining a rating on such series at the
Issuer’s request.


 


“Certificate
Rating Agency Condition” means, with respect to any outstanding series of
Investor Certificates, that each Certificate Rating Agency shall have notified
the Seller, Servicer and Master Trust Trustee in writing that such action will
not result in a reduction or withdrawal of the rating of such series.


 


“Certificate
Registrar” means, the certificate registrar appointed pursuant to Section
3.4 of the Trust Agreement, and initially JPMorgan Chase Bank.


 


“Class”
means, with respect to any Note, the class designated for such Note in the
applicable Indenture Supplement.


 


“Collateral”
has the meaning assigned in the Granting Clause.


 


“Collateral
Amount” means, for any series of Notes, the amount specified in the related
Indenture Supplement.


 


“Collateral
Certificate” means the Investor Certificate issued by the Master Trust to
the Issuer and registered in the name of the Indenture Trustee for the benefit
of the Noteholders.


 


“Collections
Account” has the meaning assigned in the Pooling and Servicing Agreement.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted
and created under the Securities Exchange Act, or, if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties on such date.


 


“Dealer
Notes” has the meaning assigned in the Pooling and Servicing Agreement.


 


“Definitive
Notes” means Notes of a series or class issued in fully registered,
certificate form to Noteholders or their nominees.


 


4

















 


“Deposit
Account” has the meaning assigned in Section 4.02(a).


 


“Depository”
means a U.S. Depository or a Foreign Depository, as the case may be.


 


“Determination
Date” has the meaning assigned in the Pooling and Servicing Agreement.


 


“Discount
Note” means a Note that provides for an amount less than the Stated
Principal Amount (but not less than the Initial Principal Amount) thereof to be
due and payable upon the occurrence of an Early Redemption Event or other
optional or mandatory redemption or the occurrence of an Event of Default and
the acceleration of such Note, in each case before the Expected Principal
Payment Date of the applicable Note.


 


“Distribution
Period” has the meaning assigned in the Pooling and Servicing Agreement.


 


“Dollar”
means (a) United States dollars or (b) denominated in United States dollars.


 


“Due
Period” has the meaning assigned in the Pooling and Servicing Agreement.


 


“Early
Redemption Event” has the meaning assigned in Section 12.01.


 


“Early
Amortization Event” has the meaning assigned in the Pooling and Servicing
Agreement.


 


“Effective
Date” means the date on which this Indenture is executed and delivered by
the parties hereto.


 


“Eligible
Deposit Account” has the meaning assigned in the Pooling and Servicing
Agreement.


 


“Eligible
Institution” has the meaning assigned in the Pooling and Servicing
Agreement.


 


“Eligible
Investments” has the meaning assigned in the Pooling and Servicing
Agreement.


 


“Enhancement
Agreement” has the meaning assigned in the Pooling and Servicing Agreement.


 


“Enhancement
Provider” has the meaning assigned in the Pooling and Servicing Agreement.


 


“Entity”
means any Person other than an individual or government (including any agency
or political subdivision thereof).


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as the same may be
amended from time to time.


 


“Event
of Default” has the meaning assigned in Section 7.01.


 


5

















 


“Excess
Available Interest Amounts” for any series of Notes, has the meaning
assigned to it in the related Indenture Supplement.


 


“Excess
Available Principal Amounts” for any series of Notes, has the meaning
assigned to it in the related Indenture Supplement.


 


“Excess
Funding Account” has the meaning assigned in the Pooling and Servicing
Agreement.


 


“Exchange
Date” means, with respect to any class of Notes, the latest of:


 


(a)
in the case of exchanges of beneficial interests in Temporary Global Notes for
beneficial interests in Permanent Global Notes in registered form, any date
that is after the related issuance date;


 


(b)
in the case of exchanges of beneficial interests in Temporary Global Notes for
beneficial interests in Permanent Global Notes in bearer form, the date of
presentation of certification of non-United States beneficial ownership (as
described in Section 2.05); and


 


(c)
the earliest date on which such an exchange of a beneficial interest in a
Temporary Global Note for a beneficial interest in a Permanent Global Note is
permitted by applicable law.


 


“Expected
Principal Payment Date” means, with respect to any series or class of
Notes, the date specified in the Indenture Supplement for such series or class
of Notes as such.


 


“Federal
Bankruptcy Code” means Title 11 of the United States Code, as amended from
time to time.


 


“Financed
Vehicle” has the meaning assigned in the Pooling and Servicing Agreement.


 


“foreign
currency” means (a) a currency other than Dollars or (b) denominated in a
currency other than Dollars.


 


“Foreign
Depository” means the Person specified in the applicable Indenture
Supplement, in its capacity as depository for the accounts of any clearing
agencies located outside the United States.


 


“Global
Note” means any Note issued pursuant to Section 2.04.


 


“Holder”
when used with respect to any Note, means a Noteholder.


 


“Indenture”
or “this Indenture” means this Indenture as originally executed and as
amended, supplemented, restated or otherwise modified from time to time by one
or more Indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, and will include the terms of particular series or classes
of Notes created as contemplated by Section 3.01.


 


6

















 


“Indenture
Supplement” means, with respect to any series of Notes, a supplement to
this Indenture, executed and delivered in conjunction with the issuance of such
Notes pursuant to Section 10.01, together with any applicable terms
document related to such Indenture Supplement and any amendment to the
Indenture Supplement executed pursuant to Section 10.01 or 10.02,
and, in either case, including all amendments thereof and supplements thereto.


 


“Indenture
Trustee” means the Person named as the Indenture Trustee in the first
paragraph of this Indenture until a successor Indenture Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Indenture Trustee” means and includes each Person who is
then an Indenture Trustee hereunder. If at any time there is more than one such
Person, “Indenture Trustee” as used with respect to the Notes of any
series or class means the Indenture Trustee with respect to Notes of that
series or class.


 


“Indenture
Trustee Authorized Officer” when used with respect to the Indenture
Trustee, means any vice president, any assistant vice president, the treasurer,
any assistant treasurer or any other officer of the Indenture Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.


 


“Indenture
Trustee’s Certificate of Authentication” has the meaning assigned in Section
2.02.


 


“Indenture
Trustee Corporate Trust Office” means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business will be
principally administered, which office at the date hereof is located at The
Bank of New York, 101 Barclay Street, Floor 8W, New York, New York, 10286,
Attn: Corporate Trust ABS Unit.


 


“Independent”
When used with respect to any specified Person, that the Person (i) is in fact
independent of the Master Trust, the Issuer, any other obligor upon the Notes,
the Seller and any Affiliate of any of the foregoing Persons, (ii) does not
have any direct financial interest or any material indirect financial interest
in the Master Trust, the Issuer, any such other obligor, the Seller or any
Affiliate of any of the foregoing Persons and (iii) is not connected with the
Master Trust, the Issuer, any such other obligor, the Seller or any Affiliate
of any of the foregoing Persons as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.


 


“Independent
Certificate” A certificate or opinion to be delivered to the Indenture
Trustee under the circumstances described in, and otherwise complying with, the
applicable requirements of Section 1.02 of the Indenture, made by an
Independent appraiser or other expert appointed by an Issuer Certificate and
approved by the Indenture Trustee in the exercise of reasonable care, and such
opinion or certificate shall state that the signer has read the definition of
“Independent” and that the signer is Independent within the meaning thereof.


 


“Initial
Master Owner Trust Agreement” means the Master Owner Trust Agreement as of
April 30, 2004, between the Seller and the Master Owner Trust Trustee.


 


7

















 


“Initial
Principal Amount” means (a) unless otherwise specified in the applicable
Indenture Supplement, with respect to classes of Dollar Interest-Bearing Notes,
the aggregate initial principal amount of the Outstanding Notes of such class,
and (b) with respect to classes of Discount Notes and foreign currency Notes,
the amount specified in the applicable Indenture Supplement as the Initial
Principal Amount thereof.


 


“Insurance
Proceeds” has the meaning assigned in the Pooling and Servicing Agreement.


 


“Interest-Bearing
Note” means a Note that bears interest at a stated or computed rate on the
principal amount thereof. A Note may be both an Interest-Bearing Note and a
Discount Note.


 


“Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended from time
to time.


 


“International”
means International Truck & Engine Corporation, a Delaware corporation.


 


“Investment
Event” has the meaning assigned in the Pooling and Servicing Agreement.


 


“Investor
Certificates” has the meaning assigned in the Pooling and Servicing
Agreement.


 


“Investor
Certificateholder” has the meaning assigned the Pooling and Servicing
Agreement.


 


“Investor
Interest” means, with respect to an Investor Certificate, the interest in
the Master Trust evidenced by such Investor Certificate.


 


“Investment
Company Act” means the Investment Company Act of 1940, as amended.


 


“Issuer”
has the meaning assigned in the first paragraph of this Indenture.


 


“Issuer
Authorized Officer” means (a) an authorized signatory of the Master Owner
Trust Trustee, (b) the chairman or vice-chairman of the board of directors,
chairman or vice-chairman of the executive committee of the board of directors,
the president, any vice-president, the secretary, any assistant secretary, the
treasurer, or any assistant treasurer, in each case of the Master Owner Trust
Beneficiary, or any other officer or employee of the Master Owner Trust
Beneficiary who is authorized to act on behalf of the Issuer or (c) so long as
the Administration Agreement is in effect, any vice president or more senior
officer of the Administrator who is authorized to act for the Administrator in
matters relating to the Issuer and to be acted upon by the Administrator
pursuant to the Administration Agreement and who is identified on the list of
Issuer Authorized Officers delivered by the Administrator to the Indenture
Trustee as such list may be modified or supplemented from time to time.


 


“Issuer
Certificate” means a certificate (including an Officer’s Certificate)
signed in the name of an Issuer Authorized Officer, or the Issuer by an Issuer
Authorized Officer, and in each case delivered to the Indenture Trustee
relating to, among other things, the issuance of a new class of Notes. Wherever
this Indenture requires that an Issuer Certificate be signed also by an


 


8

















 


accountant
or other expert, such accountant or other expert (except as otherwise expressly
provided in this Indenture) may be in the employ of the Master Owner Trust
Beneficiary.


 


“Issuer
Documents” means the Administration Agreement and any amendments or
supplements thereto, the Indenture and any amendments or supplements thereto,
the Pooling and Servicing Agreement and any amendments or supplements thereto
and the Master Owner Trust Agreement and any amendments or supplements thereto.


 


“Legal
Final Maturity Date” means, with respect to a series or class of Notes, the
date specified in the Indenture Supplement for such series or class of Note as
such.


 


“Lien”
has the meaning assigned in the Pooling and Servicing Agreement.


 


“Majority
Holders” means, with respect to any series or class of Notes or all
Outstanding Notes, the Holders of a majority in Outstanding Principal Amount of
the Outstanding Notes of that series or class or of all Outstanding Notes, as
the case may be.


 


“Master
Owner Trust” means Navistar Financial Dealer Note Master Owner Trust.


 


“Master
Owner Trust Agreement” means the Master Owner Trust Agreement, dated as of
June 10, 2004, between the Seller, as Master Owner Trust Beneficiary, and Chase
Manhattan Bank USA, National Association, as Master Owner Trust Trustee, as
amended, supplemented or restated from time to time.


 


“Master
Owner Trust Beneficiary” has the meaning assigned in Section 3.1 of
the Master Owner Trust Agreement.


 


“Master
Owner Trust Certificates” means any of the certificates issued by the
Master Owner Trust pursuant to the Master Owner Trust Agreement as amended from
time to time.


 


“Master
Owner Trust Certificateholders” means any holder of the Master Owner Trust
Certificates.


 


“Master
Owner Trust Estate” has the meaning assigned in the Master Owner Trust
Agreement.


 


“Master
Owner Trust Opinion of Counsel” means a written opinion of counsel
acceptable to the Indenture Trustee, who may, without limitation, and except as
otherwise expressly provided in this Indenture, be an employee of or of counsel
to the Issuer, the Master Owner Trust Beneficiary or any of their Affiliates.


 


“Master
Owner Trust Trustee” means Chase Manhattan Bank USA, National Association,
not in its individual capacity but solely as Master Owner Trust Trustee of the
Issuer, and each of its successors and assigns.


 


“Master
Owner Trust Trustee Authorized Officer” when used with respect to the
Master Owner Trust Trustee, means any vice president, any assistant vice
president, the treasurer, any assistant treasurer, any senior trust officer or
trust officer, or any other officer of the Master


 


9

















 


Owner
Trust Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.


 


“Master
Owner Trust Trustee Corporate Trust Office” means the principal office of
the Master Owner Trust Trustee at which at any particular time its corporate
trust business will be principally administered, which office at the date
hereof is located at Chase Manhattan Bank USA, National Association, c/o
JPMorgan Chase Bank, 500 Stanton Christiana Road, OPS4/3rd Flr.,
Newark, Delaware 19713, Attn: Institutional Trust Services.


 


“Master
Owner Trust Tax Opinion” means, with respect to any action, an opinion of
counsel to the effect that, for federal income tax purposes, (a) such action
will not adversely affect the tax characterization as debt of any Outstanding
series or class of Notes that were characterized as debt at the time of their
issuance, (b) following such action the Issuer will not be treated as an
association (or publicly traded partnership) taxable as a corporation, (c) such
action will not cause or constitute an event in which gain or loss would be
recognized by any Holder of any such Notes, and (d) except as otherwise
provided in the related Indenture Supplement, where such action is the issuance
of a series or class of Notes, following such action such series or class of
Notes will be properly characterized as debt.


 


“Master
Trust” means Navistar Financial Dealer Note Master Trust, an Illinois
common law trust.


 


“Master
Trust Trustee” has the meaning assigned in the Pooling and Servicing
Agreement.


 


“Master
Trust Tax Opinion” shall mean “Tax Opinion” as defined in the Pooling and
Servicing Agreement.


 


“Moody’s”
means Moody’s Investors Service, Inc., or any successor thereto.


 


“Navistar
Financial” means Navistar Financial Corporation, a Delaware corporation,
and its successors and permitted assigns.


 


“Navistar
Financial Securities Corporation” means Navistar Financial Securities
Corporation, a Delaware corporation, and its successors and permitted assigns.


 


“NFSC”
has the meaning assigned in the Pooling and Servicing Agreement.


 


“NFSC
Certificate” has the meaning assigned in the Pooling and Servicing
Agreement.


 


“Nominal
Liquidation Amount” means, with respect to any Outstanding class of Notes,
an amount determined in accordance with the applicable Indenture Supplement.


 


“Non-Performing”
with respect to a Enhancement Agreement, means not Performing.


 


10

















 


“Note”
or “Notes” means any note or notes of any series or class authenticated
and delivered from time to time under this Indenture.


 


“Note
Owner” means the beneficial owner of an interest in a Global Note.


 


“Note
Rating Agency” or “Note Rating Agencies” means, with respect to any
Outstanding series of Notes, any nationally recognized statistical rating
organization then maintaining a rating on such series at the Seller’s request.


 


“Note
Rating Agency Condition” means, with respect to any Outstanding series of
Notes, that each Note Rating Agency shall have notified the Seller, Servicer
and Master Owner Trust Trustee in writing that such action will not result in a
reduction or withdrawal of the rating of such series.


 


“Note
Record Date” means, if the Notes are in book-entry form and with respect to
payment of the Notes, the day before the related Transfer Date.  If the Notes are in definitive form, the
record date for a Transfer Date will be the last day of the calendar month
ending prior to that Transfer Date.


 


“Note
Register” has the meaning assigned in Section 3.05.


 


“Note
Registrar” means the Person who keeps the Note Register specified in Section
3.05.


 


“Noteholder”
means a Person in whose name a Note is registered in the Note Register.


 


“Noteholder
Allocated Dealer Note Losses” has the meaning assigned it in the Series
Supplement.


 


“Noteholder
Available Interest Amounts” has the meaning assigned it in the Series Supplement.


 


“Noteholder
Available Principal Amounts” has the meaning assigned it in the Series
Supplement.


 


“Officer’s
Certificate” means a certificate signed by the Servicer, the Master Owner
Trust Beneficiary or the Master Owner Trust Trustee and delivered to the
Indenture Trustee. Wherever this Indenture requires that an Officer’s
Certificate be signed also by an accountant or other expert, such accountant or
other expert (except as otherwise expressly provided in this Indenture) may be
in the employ of the Master Owner Trust Beneficiary.


 


“Other
Assets” has the meaning assigned in Section 14.12.


 


“Outstanding”
when used with respect to a Note or with respect to Notes of any series or
class means, as of the date of determination, all such Notes theretofore
authenticated and delivered under this Indenture, except:


 


11

















 


(a)
any Notes theretofore canceled by the Indenture Trustee or delivered to the
Indenture Trustee for cancellation pursuant to Section 3.09;


 


(b)
any Notes which are deemed to have been paid in full pursuant to Section
5.04; and


 


(c)
any such Notes in exchange for or in lieu of which other Notes have been
authenticated and delivered pursuant to this Indenture, or which will have been
paid pursuant to the terms of Section 3.06 (except with respect to any
such Note as to which proof satisfactory to the Indenture Trustee is presented
that such Note is held by a person in whose hands such Note is a legal, valid
and binding obligation of the Issuer).


 


For
purposes of determining the amounts of deposits, allocations, reallocations or
payments to be made, unless the context clearly requires otherwise, references
to “Notes” will be deemed to be references to “Outstanding Notes.”
In determining whether the Holders of the requisite principal amount of such
Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, and for purposes of Section 9.04,
Notes beneficially owned by the Issuer or NFSC or any Affiliate of the Issuer
or NFSC will be disregarded and deemed not to be Outstanding. In determining
whether the Indenture Trustee will be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Notes which an Indenture Trustee Authorized Officer actually knows to be owned
by the Issuer or NFSC or any Affiliate of the Issuer or NFSC will be so
disregarded. Notes so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee creates to the satisfaction of the
Indenture Trustee the pledgee’s right to act as owner with respect to such
Notes and that the pledgee is not the Issuer, NFSC or any other obligor upon
the Notes or any Affiliate of the Issuer, NFSC or such other obligor.


 


“Outstanding
Principal Amount” means at any time, (a) with respect to any series or
class of non-Discount Notes, the aggregate Initial Principal Amount of the
Outstanding Notes of such series or class at such time, less the amount of any
withdrawals from the principal funding account or principal funding Sub-Account
for such class of Notes for payment of principal to the Holders of such series
or class or to the applicable Enhancement Provider pursuant to the related
Indenture Supplement, and with respect to any series or class of Discount
Notes, an amount of the Outstanding Notes of such series or class calculated by
reference to the applicable formula set forth in the applicable Indenture
Supplement, taking into account the amount and timing of payments of principal
made to the Holders of such series or class or to the applicable Enhancement
Provider and accretions of principal, each pursuant to the related Indenture
Supplement.


 


“Overcollateralization
Amount” has, with respect to any series of Notes, the meaning specified in
the related Indenture Supplement.


 


“Paying
Agent” means any Person authorized by the Issuer to pay the principal of or
interest on any Notes on behalf of the Issuer, which shall initially be
JPMorgan Chase Bank.


 


“Payment
Date” has the meaning assigned, with respect to any series of Notes, in
such series’ related Indenture Supplement.


 


12

















 


“Performing”
means, with respect to any Enhancement Agreement, no payment default or
repudiation of performance by a Enhancement Provider has occurred, and such
Enhancement Agreement has not been terminated.


 


“Permanent
Global Note” has the meaning assigned in Section 2.05.


 


“Person”
has the meaning assigned in the Pooling and Servicing Agreement.


 


“Place
of Payment” means, with respect to any class of Notes, the city or
political subdivision so designated with respect to such class of Notes in
accordance with the provisions of Section 3.01.


 


“Pooling
and Servicing Agreement” means the Amended and Restated Pooling and
Servicing Agreement, dated as of June 8, 1995, between Navistar Financial
Securities Corporation, as Seller, Navistar Financial Corporation, as Servicer,
JPMorgan Chase Bank, as 1990 trust trustee, and The Bank of New York, as Master
Trust Trustee, as amended, restated and supplemented from time to time.


 


“Predecessor
Notes” of any particular Note means every previous Note evidencing all or a
portion of the same debt as that evidenced by such particular Note; and, for
the purposes of this definition, any Note authenticated and delivered under Section
3.06 in lieu of a mutilated, lost, destroyed or stolen Note will be deemed
to evidence the same debt as the mutilated, lost, destroyed or stolen Note.


 


“Principal
Collections” has the meaning assigned in the Pooling and Servicing
Agreement.


 


“Purchase
Agreement” has the meaning assigned in the Pooling and Servicing Agreement.


 


“Receipts”
has the meaning assigned in Section 4.01.


 


“Registered
Note” means a Note issued in registered form.


 


“Registered
Noteholder” means a holder of a Registered Note.


 


“Required
Seller’s Invested Amount” means, for any series of Notes the amount
specified as such in the Indenture Supplement for that series.


 


“Secured
Party” has the meaning assigned in the Granting Clause.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time.


 


“Securities
Exchange Act” means the Securities Exchange Act of 1934, as amended from
time to time.


 


“Securityholders”
means the Master Owner Trust Certificateholders and the Noteholders.


 


“Security
Interest” means the security interest granted pursuant to the Granting
Clause.


 


13

















 


“Seller”
means NFSC.


 


“Seller’s
Certificates” means the NFSC Certificate and any Supplemental Certificate.


 


“senior
class” with respect to a class of Notes of any series, has the meaning
specified in the related Indenture Supplement.


 


“series”
means, with respect to any Note, the series specified in the applicable
Indenture Supplement.


 


“Series
Available Interest Amounts” for any series of Notes, has the meaning
assigned to it in the related Indenture Supplement.


 


“Series
Available Interest Amounts Shortfall” for any series of Notes, has the
meaning assigned to it in the related Indenture Supplement.


 


“Series
Available Principal Amounts” for any series of Notes, has the meaning
assigned to it in the related Indenture Supplement.


 


“Series
Available Principal Amounts Shortfall” for any series of Notes, has the
meaning assigned to it in the related Indenture Supplement.


 


“Series
Supplement” means the supplement to the Pooling and Servicing Agreement
that provided for the issuance of the Collateral Certificate.


 


“Servicer”
has the meaning assigned in the Pooling and Servicing Agreement.


 


“Servicer
Termination Event” has the meaning specified in the Pooling and Servicing
Agreement.


 


“Servicing
Fee” has the meaning specified in the Pooling and Servicing Agreement.


 


“Shared
Principal Collections” has the meaning assigned in Section 5.02.


 


“Standard
& Poor’s” means Standard & Poor’s Ratings Services or any successor
thereto.


 


“Stated
Principal Amount” with respect to any Note, has the meaning specified in
the related Indenture Supplement.


 


“Statutory
Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del.
Code §3801 et seq., as the same may be amended from time to time.


 


“Sub-Account”
means each portion of an Account designated as such pursuant to this Indenture
or the related Indenture Supplement.


 


“subordinated
class” with respect to a class of Notes of any series, has the meaning
specified in the related Indenture Supplement.


 


“Subordinated
Notes” means Notes of a subordinated class of a series.


 


14

















 


“Supplemental
Accounts” means the trust account or accounts designated as such and
established pursuant to Section 4.02(a).


 


“Supplemental
Certificate” has the meaning assigned in the Pooling and Servicing
Agreement.


 


“Tax
Opinion” means a Master Owner Trust Tax Opinion, Master Trust Tax Opinion,
or both, as applicable.


 


“Temporary
Global Note” has the meaning assigned in Section 2.05.


 


“Transfer
Date” has the meaning assigned in the Pooling and Servicing Agreement.


 


“Treasury
Regulations” means the regulations, including proposed or temporary
regulations, promulgated under the Internal Revenue Code.  References herein to specific provisions of
proposed or temporary regulations shall include analogous provisions of final
Treasury Regulations or other successor Treasury Regulations.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990, as in force at the date as of which this
Indenture was executed except as provided in Section 10.05.


 


“UCC”
has the meaning assigned in the Pooling and Servicing Agreement.


 


“U.S.
Depository” means, unless otherwise specified by the Issuer pursuant to
either Section 2.04, 2.06, or 3.01, with respect to Notes
of any class issuable or issued as Global Notes within the United States, The
Depository Trust Company, New York, New York, or any successor thereto
registered as a clearing agency under the Securities Exchange Act, or other
applicable statute regulation.


 


Section 1.02                                Compliance Certificates and Opinions.


 


(a)
Upon any application or request by the Issuer to the Indenture Trustee to take
any action under any provision of this Indenture, the Issuer will furnish to
the Indenture Trustee (i) an Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed action
have been complied with, (ii) a Master Owner Trust Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, and (iii) if required by the Trust Indenture Act an
Independent Certificate from a firm of certified public accountants meeting the
applicable requirements of Section 1.02, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished. The Indenture Trustee may rely, as to authorization by the Issuer of
any class of Notes, the form and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Master Owner Trust Opinion
of Counsel and the other documents delivered pursuant to Section 3.10 and


 


15

















 


this Section, as applicable,
in connection with the first authentication of Notes of such class.  Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture (except
for the written statement required by Section 11.04) will include:


 


(i)                                     a statement that each individual signing such
certificate or opinion has read such covenant or condition and the definitions
herein relating thereto;


 


(ii)                                  a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;


 


(iii)                               a statement that such individual has made
such examination or investigation as is necessary to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and


 


(iv)                              a statement as to whether, in the opinion of
each such individual, such condition or covenant has been complied with.


 


(b)
(i) Prior to the deposit with the Indenture Trustee of any Collateral or other
property or securities that is to be made the basis for the release of any
property or securities subject to the lien of this Indenture, the Issuer shall,
in addition to any obligation imposed in Section 1.02(a) or elsewhere in this
Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying
or stating the opinion of each Person signing such certificate as to the fair
value (within 60 days of such deposit) to the Issuer of the non-cash Collateral
or other property or securities to be so deposited.


 


(ii)                                  Whenever the Issuer is required to furnish to
the Indenture Trustee an Officer’s Certificate certifying or stating the
opinion of any signer thereof as to the matters described in clause (b)(i)
above, the Issuer shall also deliver to the Indenture Trustee an Independent Certificate
as to the same matters, if the fair value to the Issuer of the securities to be
so deposited and of all other such deposits made on the basis of any such
withdrawal or release since the commencement of the then current fiscal year of
the Issuer, as set forth in the certificates delivered pursuant to clause
(b)(i) above and this clause (b)(ii), is 10% or more of the
Outstanding Principal Amount of the Notes, but such a certificate need not be
furnished with respect to any securities so deposited if the fair value thereof
to the Issuer as set forth in the related Officer’s Certificate is less than
$25,000 or less than one percent of the Outstanding Principal Amount of the
Notes.


 


(c)
Notwithstanding Section 2.9 or any other provision of this Section
1.02, the Issuer may (A) make cash payments out of the Accounts as and to
the extent permitted or required by the Issuer Documents and (B) take any other
action not inconsistent with the TIA.


 


Section 1.03                                Form
of Documents Delivered to Indenture Trustee.  In any case where several matters are required to be certified by,
or covered by an opinion of, one or more specified Persons, one such Person may
certify or give an opinion with respect to some matters and one or


 


16

















 


more other such Persons as to the other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.  Any
certificate or opinion of the Issuer may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by,
counsel, unless the Issuer knows that the certificate or opinion or
representations are erroneous. Any such certificate or opinion of, or
representation by, counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, the Issuer
stating that the information with respect to such factual matters is in the
possession of the Issuer, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
are erroneous.  Where any Person is
required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


 


Section 1.04                                Acts of Noteholders.


 


(a)
Any request, demand, authorization, direction, notice, consent, waiver or other
action (collectively, “action”) provided by this Indenture to be given
or taken by Noteholders of any series or class may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such
Noteholders in person or by an agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action will become effective when
such instrument or instruments are delivered to the Indenture Trustee, and,
where it is hereby expressly required, to the Issuer. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Noteholders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent will be sufficient for any purpose of this
Indenture and (subject to Section 8.01) conclusive in favor of the
Indenture Trustee and the Issuer, if made in the manner provided in this
Section.


 


(b)
The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness to such execution or by the
certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a corporation or a member of a partnership, on
behalf of such corporation or partnership, such certificate or affidavit will
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the person
executing the same, may also be proved in any other manner which the Indenture
Trustee deems sufficient.


 


(c)
The ownership of Registered Notes will be proved by the Note Register.


 


(d)
If the Issuer will solicit from the Holders any action, the Issuer may, at its
option, by an Officer’s Certificate, fix in advance a record date for the
determination of Holders entitled to give such action, but the Issuer will have
no obligation to do so. If the Issuer does not so fix a record date, such
record date will be the later of thirty (30) days before the first solicitation
of such action or the date of the most recent list of Noteholders furnished to
the Indenture Trustee pursuant to Section 9.01 before such solicitation.
Such action may be given


 


17

















 


before or after the record date, but only the
Holders of record at the close of business on the record date will be deemed to
be Holders for the purposes of determining whether Holders of the requisite
proportion of Notes Outstanding have authorized or agreed or consented to such
action, and for that purpose the Notes Outstanding will be computed as of the
record date; provided that no such authorization, agreement or consent by the
Holders on the record date will be deemed effective unless it will become
effective pursuant to the provisions of this Indenture not later than six
months after the record date.


 


(e)
Any request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Note will bind the Holder of every Note issued upon
the transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done or suffered to be done by the Indenture Trustee or the Issuer in
reliance thereon whether or not notation of such action is made upon such Note.


 


Section 1.05                                Notices,
etc.  All requests, demands,
directions, consents, waivers, notices, authorizations and communications
provided or permitted under any Issuer Document to be made upon, given or
furnished to or filed with the Seller, the Servicer, the Indenture Trustee, the
Issuer, the Paying Agent, the Master Owner Trust Trustee or the Note Rating
Agencies shall be in writing, personally delivered, sent by facsimile or
electronic mail with a copy to follow via first class mail, overnight mail or
mailed by certified mail-return receipt requested, and shall be deemed to have
been duly given upon receipt:


 


1.         in the case of the Seller, at the following
address:


 


Navistar
Financial Securities Corporation

c/o Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801


 


with
a copy to:


 


Navistar
Financial Corporation

2850 West Golf Road

Rolling Meadows, IL  60008

Attention:  General Counsel

Telecopy:   (847) 734-4090


 


2.         in the case of the Servicer, at the following
address:


 


Navistar
Financial Corporation

2850 West Golf Road

Rolling Meadows, IL  60008

Attention:  General Counsel

Telecopy:   (847) 734-4090


 


3.         in the case of the Indenture Trustee, at the Indenture
Trustee Corporate Trust Office,


 


18

















 


4.         in the case of the Issuer, to the Master
Owner Trust Trustee Corporate Trust Office, with copies to:


 


Navistar
Financial Securities Corporation

c/o Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801


 


Navistar
Financial Corporation

2850 West Golf Road

Rolling Meadows, IL  60008

Attention:  General Counsel

Telecopy:   (847) 734-4090


 


The
Issuer shall promptly transmit any notice received by it from the Noteholders
to the Indenture Trustee and the Indenture Trustee shall likewise promptly
transmit any notice received by it from the Noteholders to the Issuer.


 


5.         in the case of the Master Owner Trust
Trustee, at the Master Owner Trust Trustee Corporate Trust Office, with a copy
to the Administrator at:


 


Navistar
Financial Corporation

2850 West Golf Road

Rolling Meadows, IL  60008

Attention:  General Counsel

Telecopy:   (847) 734-4090


 


6.         in the case of Moody’s Investors Service,
Inc., to:


 


Moody’s
Investors Service, Inc.

ABS Monitoring Department

99 Church Street

New York, New York 10007


 


7.         in the case of Standard & Poor’s Ratings
Services, to:


 


Standard
& Poor’s Ratings Services

55 Water Street

40th Floor

New York, NY 10041-0003

Attention: Asset Backed Surveillance Department


 


8.  in the case of the Paying Agent, to:


 


JPMorgan
Chase Bank


4
New York Plaza, 6th Floor


New
York, NY 10004-2477


Attention:
Structured Finance Administration


 


19

















 


or
at such other address as shall be designated by such Person in a written notice
to the other parties to the Issuer Documents to which they are party.


 


Section 1.06                                Notices to Noteholders; Waiver to Noteholders


 


(a)
Where this Indenture, any Indenture Supplement or any Registered Note provides
for notice to Registered Noteholders of any event, such notice will be
sufficiently given (unless otherwise herein, in such Indenture Supplement or in
such Registered Note expressly provided) if in writing and mailed, first-class
postage prepaid, sent by facsimile, sent by electronic transmission or
personally delivered to each Holder of Registered Note affected by such event,
at such Noteholder’s address as it appears in the Note Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Registered Noteholders is
given by mail, facsimile, electronic transmission or delivery neither the
failure to mail, send by facsimile, electronic transmission or deliver such
notice, nor any defect in any notice so mailed, to any particular Noteholders
will affect the sufficiency of such notice with respect to other Noteholders
and any notice that is mailed, sent by facsimile, electronic transmission or
delivered in the manner herein provided shall conclusively have been presumed
to have been duly given. Where this Indenture, any Indenture Supplement or any
Registered Note provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver will be the equivalent of such notice. Waivers of
notice by Registered Noteholders will be filed with the Indenture Trustee, but
such filing will not be a condition precedent to the validity of any action
taken in reliance upon such waiver.


 


(b)
In case, by reason of the suspension of regular mail service as a result of a
strike, work stoppage or otherwise, it will be impractical to mail notice of
any event to any Holder of a Registered Note when such notice is required to be
given pursuant to any provision of this Indenture, then any method of
notification as will be satisfactory to the Indenture Trustee and the Issuer
will be deemed to be a sufficient giving of such notice.


 


(c)
With respect to any class of Notes, the applicable Indenture Supplement may
specify different or additional means of giving notice to the Holders of the
Notes of such class.


 


(d)
Where this Indenture provides for notice to any Note Rating Agency, failure to
give such notice will not affect any other rights or obligations created
hereunder and will not under any circumstance have a material adverse effect on
the interests of the Noteholders.


 


Section 1.07                                Conflict
with Trust Indenture Act.  If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by, or with another provision (an “incorporated
provision”) included in this Indenture by operation of, Sections 3.10 to
3.18, inclusive, of the Trust Indenture Act, such imposed duties or
incorporated provision will control. If any provision of this Indenture
modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the latter provision will be deemed to apply to this
Indenture as so modified or excluded, as the case may be.


 


20

















 


Section 1.08                                Effect
of Headings and Table of Contents. 
The Article and Section headings herein and the Table of Contents are
for convenience only and will not affect the construction hereof.


 


Section 1.09                                Successors
and Assigns.  All covenants and
agreements in this Indenture by the Issuer will bind its successors and
assigns, whether so expressed or not. All covenants and agreements of the
Indenture Trustee in this Indenture shall bind its successors, co-trustees and
agents of the Indenture Trustee.


 


Section 1.10                                Separability.  In case any provision in this Indenture or
in the Notes will be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions will not in any way be affected
or impaired thereby.


 


Section 1.11                                Benefits
of Indenture.  Nothing in this
Indenture or in any Notes, express or implied, will give to any Person, other
than the parties hereto and their successors hereunder, any Authenticating
Agent or Paying Agent, the Note Registrar, any Enhancement Providers (to the
extent specified in the applicable Enhancement Agreement) and the Holders of
Notes (or such of them as may be affected thereby), any benefit or any legal or
equitable right, remedy or claim under this Indenture.


 


Section 1.12                                Governing
Law.  THIS INDENTURE WILL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.


 


Section 1.13                                Counterparts.  This Indenture may be executed in any number
of counterparts, each of which so executed will be deemed to be an original,
but all such counterparts will together constitute but one and the same
instrument.


 


Section 1.14                                Indenture
Referred to in the Master Owner Trust Agreement.  This is the Indenture referred to in the Master Owner Trust
Agreement.


 


ARTICLE II

NOTE FORMS


 


Section 2.01                                Forms
Generally.  The Notes will have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or the applicable Indenture Supplement
and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon, as may be required to comply with
applicable laws or regulations or with the rules of any securities exchange, or
as may, consistently herewith, be determined by the Issuer, as evidenced by the
Issuer’s execution of such Notes. Any portion of the text of any Note may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Note.  The terms of any
Notes, set forth in an exhibit to the related Indenture Supplement are part of
the terms of the Indenture, as applicable to the respective series.


 


21

















 


The
Definitive Notes will be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved
borders) or may be produced in any other manner, all as determined by the
Issuer, as evidenced by the Issuer’s execution of such Notes, subject, with
respect to the Notes of any series or class, to the rules of any securities
exchange on which such Notes are listed.


 


Section 2.02                                Forms
of Notes.  Each Note will be in one
of the forms approved from time to time by or pursuant to an Indenture
Supplement. Before the delivery of a Note to the Indenture Trustee for
authentication in any form approved by or pursuant to an Issuer Certificate,
the Issuer will deliver to the Indenture Trustee the Issuer Certificate by or pursuant
to which such form of Note has been approved, which Issuer Certificate will
have attached thereto a true and correct copy of the form of Note which has
been approved thereby or, if an Issuer Certificate authorizes a specific
officer or officers of the Master Owner Trust Beneficiary to approve a form of
Note, a certificate of such officer or officers approving the form of Note
attached thereto. Each Note must be authenticated by the Indenture Trustee as
set forth in Section 2.03 (the “Indenture Trustee’s Certificate of
Authentication”).


 


Section 2.03                                Form
of Indenture Trustee’s Certificate of Authentication.  The form of Indenture Trustee’s Certificate
of Authentication for any Note issued pursuant to this Indenture will be
substantially as follows:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This
is one of the Notes of the series or class designated therein referred to in
the within-mentioned Indenture.


 


	
   

  	
  THE
  BANK OF NEW YORK, as Indenture

  Trustee,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Indenture Trustee Authorized Officer

  
	
   

  	
   

  
	
   

  	
  Dated:

  



 


Section 2.04                                Notes
Issuable in the Form of a Global Note.


 


(a)
If the Issuer establishes pursuant to Sections 2.02 and 3.01 that
the Notes of a particular series or class are to be issued in whole or in part
in the form of one or more Global Notes, then the Issuer will execute and the
Indenture Trustee or its agent will, in accordance with  Section 3.03 and the Issuer
Certificate delivered to the Indenture Trustee or its agent thereunder,
authenticate and deliver, such Global Note or Notes, which, unless otherwise
provided in the applicable Indenture Supplement (i) will represent, and will be
denominated in an amount equal to the aggregate Stated Principal Amount (or in
the case of Discount Notes, the aggregate Stated Principal Amount at the Expected
Principal Payment Date of such Notes) of the Outstanding Notes of such series
or class to be represented by such Global Note or Notes, or such portion
thereof as the Issuer will specify in an Issuer Certificate, (ii) in the case
of Registered Notes, will


 


22

















 


be registered in the name of the Depository for such
Global Note or Notes or its nominee, (iii) will be delivered by the Indenture
Trustee or its agent to the Depository or pursuant to the Depository’s instruction,
(iv) if applicable, will bear a legend substantially to the following effect:
“Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation (“DTC”), to the Issuer
or its agent for registration of transfer, exchange or payment, and any note
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful inasmuch as the registered owner
hereof, Cede & Co., has an interest herein” and (v) may bear such other
legend as the Issuer, upon advice of counsel, deems to be applicable.


 


(b)
Notwithstanding any other provisions of this Section 2.04 or of Section
3.05, and subject to the provisions of paragraph (c) below, unless
the terms of a Global Note or the applicable Indenture Supplement expressly
permit such Global Note to be exchanged in whole or in part for individual
Notes, a Global Note may be transferred, in whole but not in part and in the
manner provided in Section 3.05, only to a nominee of the Depository for
such Global Note, or to the Depository, or a successor Depository for such
Global Note selected or approved by the Issuer, or to a nominee of such
successor Depository.


 


(c)
With respect to Notes issued within the United States, unless otherwise
specified in the applicable Indenture Supplement, or with respect to Notes
issued outside the United States, if specified in the applicable Indenture
Supplement:


 


(i)                                     If at any time the Depository for a Global
Note notifies the Issuer that it is unwilling or unable to continue as
Depository for such Global Note or if at any time the Depository for the Notes
for such series or class ceases to be a clearing agency registered under the
Securities Exchange Act, or other applicable statute or regulation, the Issuer
will appoint a successor Depository with respect to such Global Note. If a
successor Depository for such Global Note is not appointed by the Issuer within
ninety (90) days after the Issuer receives such notice or becomes aware of such
ineligibility, the Issuer will execute, and the Indenture Trustee or its agent,
upon receipt of an Issuer Certificate requesting the authentication and
delivery of individual Notes of such series or class in exchange for such
Global Note, will authenticate and deliver, individual Notes of such series or
class of like tenor and terms in an aggregate Stated Principal Amount equal to
the Stated Principal Amount of the Global Note in exchange for such Global
Note.


 


(ii)                                  The Issuer may at any time and in its sole
discretion determine that the Notes of any series or class or portion thereof
issued or issuable in the form of one or more Global Notes will no longer be
represented by such Global Note or Notes. In such event the Issuer will
execute, and the Indenture Trustee, upon receipt of an Issuer request for the
authentication and delivery of individual Notes of such series or class in
exchange in whole or in part for such Global Note, will authenticate and
deliver individual Notes of such series or class of like tenor and terms in
definitive form in an aggregate Stated Principal Amount


 


23

















 


equal
to the Stated Principal Amount of such Global Note or Notes representing such
series or class or portion thereof in exchange for such Global Note or Notes.


 


(iii)                               If specified by the Issuer pursuant to Sections
2.02 and 3.01 with respect to Notes issued or issuable in the form
of a Global Note, the Depository for such Global Note may surrender such Global
Note in exchange in whole or in part for individual Notes of such series or
class of like tenor and terms in definitive form on such terms as are
acceptable to the Issuer and such Depository. Thereupon the Issuer will
execute, and the Indenture Trustee or its agent will authenticate and deliver,
without service charge, (A) to each Person specified by such Depository a new
Note or Notes of the same series or class of like tenor and terms and of any
authorized denomination as requested by such Person in aggregate Stated
Principal Amount equal to and in exchange for such Person’s beneficial interest
in the Global Note; and (B) to such Depository a new Global Note of like tenor
and terms and in an authorized denomination equal to the difference, if any,
between the Stated Principal Amount of the surrendered Global Note and the
aggregate Stated Principal Amount of Notes delivered to the Holders thereof.


 


(iv)                              If any Event of Default has occurred with
respect to such Global Notes, and Holders of Notes evidencing not less than 50%
of the unpaid Outstanding Principal Amount of the Global Notes of that class
advise the Indenture Trustee and the Depository that a Global Note is no longer
in the best interest of the Noteholders, the Holders of Global Notes of that
class may exchange such Notes for individual Notes.


 


(v)                                 In any exchange provided for in any of the
preceding three paragraphs, the Issuer will execute and the Indenture Trustee
or its agent will authenticate and deliver individual Notes in definitive
registered form in authorized denominations. Upon the exchange of the entire
Stated Principal Amount of a Global Note for individual Notes, such Global Note
will be canceled by the Indenture Trustee or its agent. Except as provided in
the preceding paragraphs, Notes issued in exchange for a Global Note pursuant
to this Section will be registered in such names and in such authorized
denominations as the Depository for such Global Note, pursuant to instructions
from its direct or indirect participants or otherwise, will instruct the
Indenture Trustee or the Note Registrar. The Indenture Trustee or the Note
Registrar will deliver such Notes to the Persons in whose names such Notes are
so registered.


 


Section 2.05                                Temporary Global Notes and Permanent Global
Notes.


 


(a)
If specified in the applicable Indenture Supplement for any series or class,
all or any portion of a Global Note may initially be issued in the form of a
single temporary global Registered Note (the “Temporary Global Note”),
without interest coupons, in the denomination of the entire aggregate principal
amount of such series or class and substantially in the form set forth in the
exhibit with respect thereto attached to the applicable Indenture Supplement.
The Temporary Global Note will be authenticated by the Indenture Trustee upon
the same conditions,


 


24

















 


in substantially the same manner and with the same
effect as the Notes in definitive form. The Temporary Global Note may be
exchanged as described below or in the applicable Indenture Supplement for
permanent global Registered Notes (the “Permanent Global Notes”).


 


(b)
Unless otherwise provided in the applicable Indenture Supplement, exchanges of
beneficial interests in Temporary Global Notes for beneficial interests in
Permanent Global Notes will be made as provided in this clause. The Master
Owner Trust Beneficiary will, upon its determination of the date of completion
of the distribution of the Notes of such series or class, so advise the
Indenture Trustee, the Issuer, the Foreign Depository, and each foreign clearing
agency forthwith. Without unnecessary delay, but in any event not prior to the
Exchange Date, the Issuer will execute and deliver to the Indenture Trustee at
its London office or its designated agent outside the United States Permanent
Global Notes in bearer or registered form (as specified in the applicable
Indenture Supplement) in an aggregate principal amount equal to the entire
aggregate principal amount of such series or class. The Temporary Global Note
may be exchanged for an equal aggregate principal amount of Permanent Global
Notes only on or after the Exchange Date. A United States Person may exchange
the portion of the Temporary Global Note beneficially owned by it only for an
equal aggregate principal amount of Permanent Global Notes in registered form
bearing the applicable legend set forth in the form of Registered Note attached
to the applicable Indenture Supplement and having a minimum denomination of
$500,000, which may be in temporary form if the Issuer so elects. The Issuer
may waive the $500,000 minimum denomination requirement if it so elects. Upon
any demand for exchange for Permanent Global Notes in accordance with this
clause, the Issuer will cause the Indenture Trustee to authenticate and deliver
the Permanent Global Notes to the Holder according to the instructions of the
Holder, but only upon presentation to the Indenture Trustee of a written
statement substantially in the form of Exhibit B-1 (or such other form
as the Issuer may determine) with respect to the Temporary Global Note, or
portion thereof being exchanged, signed by a foreign clearing agency and dated
on the Exchange Date or a subsequent date, to the effect that it has received
in writing or by tested telex a certification substantially in the form of (i)
in the case of beneficial ownership of the Temporary Global Note, or a portion
thereof being exchanged, by a United States institutional investor pursuant to
this clause, the certificate in the form of Exhibit B-2 (or such other
form as the Issuer may determine) signed by the Master Owner Trust Beneficiary
which sold the relevant Notes or (ii) in all other cases, the certificate in
the form of Exhibit B-3 (or such other form as the Issuer may
determine), the certificate referred to in this clause (ii) being dated
on the earlier of the first payment of interest in respect of such Note and the
date of the delivery of such Note in definitive form. Upon receipt of such
certification, the Indenture Trustee will cause the Temporary Global Note to be
endorsed in accordance with clause (d) below. Any exchange as provided
in this Section will be made free of charge to the Holders and the beneficial
owners of the Temporary Global Note and to the beneficial owners of the
Permanent Global Note issued in exchange, except that a person receiving the
Permanent Global Note must bear the cost of insurance, postage, transportation
and the like in the event that such Person does not receive such Permanent
Global Note in person at the offices of a foreign clearing agency.


 


(c)
The delivery to the Indenture Trustee by a foreign clearing agency of any
written statement referred to above may be relied upon by the Issuer and the
Indenture Trustee as conclusive evidence that a corresponding certification or
certifications has or have been delivered to such foreign clearing agency
pursuant to the terms of this Indenture.


 


25

















 


(d)
Upon any such exchange of all or a portion of the Temporary Global Note for a
Permanent Global Note or Notes, such Temporary Global Note will be endorsed by
or on behalf of the Indenture Trustee to reflect the reduction of its principal
amount by an amount equal to the aggregate principal amount of such Permanent
Global Note or Notes. Until so exchanged in full, such Temporary Global Note
will in all respects be entitled to the same benefits under this Indenture as
Permanent Global Notes authenticated and delivered hereunder except that the
beneficial owners of such Temporary Global Note will not be entitled to receive
payments of interests on the Notes until they have exchanged their beneficial
interests in such Temporary Global Note for Permanent Global Notes.


 


Section 2.06                                Beneficial
Ownership of Global Notes.  Until
Definitive Notes have been issued to the applicable Noteholders pursuant to Section
2.04 or as otherwise specified in any applicable Indenture Supplement, (a)
the Issuer and the Indenture Trustee may deal with the applicable clearing
agency and the clearing agency’s participants for all purposes (including the
making of distributions) as the authorized representatives of the respective
Note Owners; and (b) the rights of the respective Note Owners will be exercised
only through the applicable clearing agency and the clearing agency’s
participants and will be limited to those established by law and agreements
between such Note Owners and the clearing agency and/or the clearing agency’s
participants. Pursuant to the operating rules of the applicable clearing
agency, unless and until Notes in definitive form are issued pursuant to Section
2.04, the clearing agency will make book-entry transfers among the clearing
agency’s participants and receive and transmit distributions of principal and
interest on the related Notes to such clearing agency’s participants.  For purposes of any provision of this
Indenture requiring or permitting actions with the consent of, or at the
direction of, Noteholders evidencing a specified percentage of the aggregate
unpaid principal amount of Outstanding Notes, such direction or consent may be given
by Note Owners (acting through the clearing agency and the clearing agency’s
participants) owning interests in Notes evidencing the requisite percentage of
principal amount of Notes.


 


Section 2.07                                Notices
to Depository.  Whenever any notice
or other communication is required to be given to Noteholders with respect to
which book-entry Notes have been issued, unless and until Notes in definitive
form will have been issued to the related Note Owners, the Indenture Trustee
will give all such notices and communications to the applicable Depository.


 


ARTICLE III

THE NOTES


 


Section 3.01                                General Title; General Limitations; Issuable
in Series; Terms of a Series or Class.


 


(a)
The aggregate Stated Principal Amount of Notes which may be authenticated and
delivered and Outstanding under this Indenture is not limited.


 


(b)
The Notes may be issued in one or more series or classes up to an aggregate
Stated Principal Amount of Notes as from time to time may be authorized by the
Issuer. All Notes of each series or class under this Indenture will in all
respects be equally and ratably entitled to the benefits hereof with respect to
such series or class without preference, priority or distinction on account of
the actual time of the authentication and delivery or the Expected


 


26

















 


Principal Payment Date or Legal Final Maturity Date
of the Notes of such series or class, except as specified in the applicable
Indenture Supplement for such series or class.


 


(c)
Each Note issued must be part of a series or class of Notes for purposes of
allocations pursuant to Article V. A series of Notes is created pursuant
to an Indenture Supplement. A class of Notes of that series is created pursuant
to such Indenture Supplement.


 


(d)
Each series of Notes may, but need not be, subdivided into multiple classes.
Unless the context otherwise requires, references herein to a class of Notes
include a series of Notes that has not been subdivided into multiple classes.
Notes belonging to a class in any series may be entitled to specified payment
priorities over other classes of Notes in that series.


 


(e)
There shall also be established in or pursuant to an Indenture Supplement or
pursuant to an Issuer Certificate or terms document related to the applicable
Indenture Supplement before the initial issuance of Notes of each such series
or class, provision for:


 


(i)                                     the series designation;


 


(ii)                                  the Stated Principal Amount of the Notes;


 


(iii)                               whether such Notes are of a particular class
of Notes;


 


(iv)                              the currency or currencies in which such
Notes will be denominated and in which payments of principal of, and interest
on, such Notes will or may be payable;


 


(v)                                 if the principal of or interest, if any, on
such Notes are to be payable, at the election of the Issuer thereof, in a
currency or currencies other than that in which the Notes are stated to be
payable, the period or periods within which, and the terms and conditions upon
which, such election may be made;


 


(vi)                              if the amount of payments of principal of or
interest, if any, on such Notes may be determined with reference to an index
based on (A) a currency or currencies other than that in which the Notes are
stated to be payable, (B) changes in the prices of one or more other securities
or groups or indexes of securities or (C) changes in the prices of one or more
commodities or groups or indexes of commodities, or any combination of the
foregoing, the manner in which such amounts will be determined;


 


(vii)                           the price or prices at which the Notes will
be issued;


 


(viii)                        the times at which such Notes may, pursuant
to any optional or mandatory redemption provisions, be redeemed, and the other
terms and provisions of any such redemption provisions;


 


(ix)                                the rate per annum at which such Notes will
bear interest, if any, or the formula or index on which such rate will be
determined, including all relevant definitions, and the date from which
interest will accrue;


 


27

















 


(x)                                   each Transfer Date, Payment Date, Expected Principal
Payment Date and Legal Final Maturity Date for such Notes;


 


(xi)                                the Initial Principal Amount of such Notes,
and the means for calculating the Outstanding Principal Amount of such Notes
(provided, however, that the Issuer will not issue any Notes with original
issue discount unless the Note Rating Agency Condition has been satisfied with
respect thereto);


 


(xii)                             whether or not application will be made to
list such Notes on any securities exchange;


 


(xiii)                          any Events of Default or Early Redemption Events
with respect to such Notes, if not set forth herein and any additions,
deletions or other changes to the Events of Default or Early Redemption Events
set forth herein that will be applicable to such Notes (including a provision
making any Event of Default or Early Redemption Event set forth herein
inapplicable to the Notes of that series or class);


 


(xiv)                         the appointment by the Indenture Trustee of
an Authenticating Agent in one or more places other than the location of the
office of the Indenture Trustee with power to act on behalf of the Indenture
Trustee and subject to its direction in the authentication and delivery of such
Notes in connection with such transactions as will be specified in the
provisions of this Indenture or in or pursuant to the applicable Indenture
Supplement creating such series or class;


 


(xv)                            if such Notes will be issued in whole or in
part in the form of a Global Note or Global Notes, the terms and conditions, if
any, upon which such Global Note or Global Notes may be exchanged in whole or
in part for other individual Notes; and the Depository for such Global Note or
Global Notes (if other than the Depository specified in Section 1.01);


 


(xvi)                         the subordination of such Notes to any other
indebtedness of the Issuer, including without limitation, the Notes of any
other series or class;


 


(xvii)                      if such Notes are to have the benefit of any
Enhancement Agreement, the terms and provisions of such Enhancement Agreement;


 


(xviii)                   the Note Record Date for any Payment Date of
such Notes, if different from (a) the last day of the calendar month ending
prior to that Transfer Date, if such Notes are in definitive form, or (b) the
day before the related Transfer Date, if such Notes are in book-entry form;


 


(xix)                           the controlled accumulation amount, if any,
the controlled amortization amount, if any, or other principal amortization
amount, if any, scheduled for such Notes;


 


28

















 


(xx)                              the Overcollateralization Amount, if any, for
such series or class of Notes; and


 


(xxi)                           any other terms of such Notes;


 


all
upon such terms as may be determined in or pursuant to an Indenture Supplement
with respect to such series or class.


 


(f)
The form of the Notes of each series or class will be established pursuant to
the provisions of this Indenture and the related Indenture Supplement creating
such series or class. The Notes of each series or class will be distinguished
from the Notes of each other series or class in such manner, reasonably
satisfactory to the Indenture Trustee, as the Issuer may determine.


 


(g)
Unless otherwise provided with respect to Notes of a particular series or
class, the Notes of any particular series or class will be issued in registered
form, without coupons.


 


(h)
Any terms or provisions in respect of the Notes of any series or class issued
under this Indenture may be determined pursuant to this Section by providing in
the applicable Indenture Supplement for the method by which such terms or
provisions will be determined.


 


(i)
The Notes of each series or class may have such Expected Principal Payment Date
or Dates or Legal Final Maturity Date or Dates, be issuable at such premium
over or discount from their face value, bear interest at such rate or rates
(which may be fixed or floating), from such date or dates, payable in such
installments and on such dates and at such place or places to the Holders of
Notes registered as such on such Note Record Dates, or may bear no interest,
and have such terms, all as will be provided for in or pursuant to the
applicable Indenture Supplement.


 


Section 3.02                                Denominations.  The Notes of each class will be issuable in
such denominations and currency as will be provided in the provisions of this
Indenture or in or pursuant to the applicable Indenture Supplement. In the
absence of any such provisions with respect to the Registered Notes of any
class, the Registered Notes of that class will be issued in denominations of
$1,000 and multiples thereof.


 


Section 3.03                                Execution, Authentication and Delivery and
Dating.


 


(a)
The Notes will be executed on behalf of the Issuer by an Issuer Authorized
Officer. The signature of any officer of the Master Owner Trust Beneficiary or
the Master Owner Trust Trustee on the Notes may be manual or facsimile.


 


(b)
Notes bearing the manual or facsimile signatures of individuals who were at any
time an Issuer Authorized Officer will bind the Issuer, notwithstanding that
such individuals or any of them have ceased to hold such offices before the
authentication and delivery of such Notes or did not hold such offices at the
date of issuance of such Notes.


 


(c)
At any time and from time to time after the execution and delivery of this
Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture
Trustee for


 


29

















 


authentication; and the Indenture Trustee will, upon
request by an Officer’s Certificate, authenticate and deliver such Notes as in
this Indenture provided and not otherwise.


 


(d)
Before any such authentication and delivery, the Indenture Trustee will be
provided with, in addition to any Officer’s Certificate and Master Owner Trust
Opinion of Counsel required to be furnished to the Indenture Trustee pursuant
to Section 1.02, the Issuer Certificate and any other opinion or
certificate relating to the issuance of the series or class of Notes required
to be furnished pursuant to Section 2.02 or Section 3.10.


 


(e)
The Indenture Trustee will not be required to authenticate such Notes if the
issue thereof will adversely affect the Indenture Trustee’s own rights, duties
or immunities under the Notes and this Indenture.


 


(f)
Unless otherwise provided in the form of Note for any series or class, all
Notes will be dated the date of their authentication.


 


(g)
No Note will be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Note a certificate of
authentication substantially in the form provided for herein executed by the
Indenture Trustee by manual signature of an authorized signatory, and such
certificate upon any Note will be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder.


 


Section 3.04                                Temporary Notes.


 


(a)
Pending the preparation of Definitive Notes of any class, the Issuer may
execute, and, upon receipt of the documents required by Section 3.03,
together with an Officer’s Certificate, the Indenture Trustee will authenticate
and deliver, temporary Notes which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the Definitive Notes in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the Issuer may determine, as evidenced by the Issuer’s execution
of such Notes.


 


(b)
If temporary Notes of any class are issued, the Issuer will cause Definitive
Notes of such class to be prepared without unreasonable delay. After the
preparation of Definitive Notes, the temporary Notes of such class will be
exchangeable for Definitive Notes of such class upon surrender of the temporary
Notes of such class at the office or agency of the Issuer in a Place of
Payment, without charge to the Holder; and upon surrender for cancellation of
any one or more temporary Notes the Issuer will execute and the Indenture
Trustee will authenticate and deliver in exchange therefor a like Stated
Principal Amount of Definitive Notes of such class of authorized denominations
and of like tenor and terms. Until so exchanged the temporary Notes of such
class will in all respects be entitled to the same benefits under this
Indenture as Definitive Notes of such class.


 


Section 3.05                                Registration, Transfer and Exchange.


 


(a)
The Issuer will keep or cause to be kept a register (herein sometimes referred
to as the “Note Register”) in which, subject to such reasonable
regulations as it may prescribe,


 


30

















 


the Issuer will provide for the registration of
Registered Notes, or of Registered Notes of a particular class, and for
transfers of Registered Notes or of Registered Notes of such class. Any such
register will be in written form or in any other form capable of being
converted into written form within a reasonable time. At all reasonable times
the information contained in such register or registers will be available for
inspection by the Indenture Trustee at the office or agency to be maintained by
the Issuer as provided in Section 11.02.


 


(b)
Subject to Section 2.04, upon surrender for transfer of any Registered
Note of any class at the office or agency of the Issuer in a Place of Payment,
if the requirements of Section 8-401(a) of the UCC are met, the Issuer will
execute, and, upon receipt of such surrendered note, the Indenture Trustee will
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Notes of such class of any authorized
denominations, of a like aggregate Stated Principal Amount, Expected Principal
Payment Date and Legal Final Maturity Date and of like terms.


 


(c)
Subject to Section 2.04, at the option of the Holder, Notes of any class
may be exchanged for other Notes of such class of any authorized denominations,
of a like aggregate Stated Principal Amount, Expected Principal Payment Date
and Legal Final Maturity Date and of like terms, upon surrender of the Notes to
be exchanged at such office or agency. 
Whenever any Notes are so surrendered for exchange, the Issuer will
execute, and the Indenture Trustee will authenticate and deliver the Notes
which the Noteholders making the exchange are entitled to receive.


 


(d)
All Notes issued upon any transfer or exchange of Notes will be the valid and
legally binding obligations of the Issuer, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Notes surrendered
upon such transfer or exchange.


 


(e)
Every Note presented or surrendered for transfer or exchange will (if so
required by the Issuer or the Indenture Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Note Registrar duly executed, by the Holder thereof or his
attorney duly authorized in writing.


 


(f)
Unless otherwise provided in the Note to be transferred or exchanged, no
service charge will be made on any Noteholder for any transfer or exchange of
Notes, but the Issuer may (unless otherwise provided in such Note) require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Notes, other than
exchanges pursuant to Section 3.04 or 10.06 not involving any
transfer.


 


(g)
None of the Issuer, the Indenture Trustee, any agent of the Indenture Trustee,
any Paying Agent or the Note Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Note or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.


 


(h)
The Issuer initially appoints the Indenture Trustee to act as Note Registrar
for the Registered Notes on its behalf. The Issuer may at any time and from
time to time authorize


 


31

















 


any Person to act as Note Registrar in place of the
Indenture Trustee with respect to any class of Notes issued under this
Indenture.


 


(i)
Registration of transfer of Notes containing the following legend or to which
the following legend is applicable:


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE
OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE
SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR
SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION
PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET
FORTH IN THE INDENTURE REFERRED TO HEREIN.


 


will
be effected only if such transfer is made pursuant to an effective registration
statement under the Securities Act, or is exempt from the registration
requirements under the Securities Act. In the event that registration of a
transfer is to be made in reliance upon an exemption from the registration
requirements under the Securities Act other than Rule 144A under the Securities
Act or Rule 903 or Rule 904 of Regulation S under the Securities Act, the
transferor or the transferee will deliver, at its expense, to the Issuer and
the Indenture Trustee, an investment letter from the transferee, substantially
in the form of the investment letter attached hereto as Exhibit A or
such other form as the Issuer may determine, and no registration of transfer
will be made until such letter is so delivered. Notes issued upon registration
or transfer of, or Notes issued in exchange for, Notes bearing the legend
referred to above will also bear such legend unless the Issuer, the Trustee and
the Note Registrar receive an Opinion of Counsel, satisfactory to each of them,
to the effect that such legend may be removed.


 


Whenever
a Note containing the legend referred to above is presented to the Note
Registrar for registration of transfer, the Note Registrar will promptly seek
instructions from the Issuer regarding such transfer and will be entitled to
receive an Issuer Certificate prior to registering any such transfer. The
Issuer hereby agrees to indemnify the Note Registrar and the Indenture Trustee
and to hold each of them harmless against any loss, liability or expense
incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by them in relation to any such
instructions furnished pursuant to this clause.


 


By
accepting a Note, each purchaser and transferee shall be deemed to represent
and warrant that either (a) it is not (i) an “employee benefit plan” (as
defined in Section 3(3) of the United States 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 of any such plan or (b) the purchase
and holding of the Note will not result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code.


 


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Section 3.06                                Mutilated, Destroyed, Lost and Stolen Notes.


 


(a)
If (i) any mutilated Note is surrendered to the Indenture Trustee, or the
Issuer and the Indenture Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the
Issuer and the Indenture Trustee such security or indemnity as may be required
by them to save each of them harmless, then, in the absence of notice to the
Issuer or the Indenture Trustee that such Note has been acquired by a protected
purchaser, the Issuer will execute and upon its request the Indenture Trustee
will authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a new Note of like tenor, series or
class, Expected Principal Payment Date, Legal Final Maturity Date and Stated
Principal Amount, bearing a number not contemporaneously Outstanding.


 


(b)
In case any such mutilated, destroyed, lost or stolen Note has become or is
about to become due and payable, the Issuer in its discretion may, instead of
issuing a new Note, pay such Note.


 


(c)
Upon the issuance of any new Note under this Section, the Issuer may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Indenture Trustee) connected therewith.


 


(d)
Every new Note issued pursuant to this Section in lieu of any destroyed, lost
or stolen Note will constitute an original additional contractual obligation of
the Issuer, whether or not the destroyed, lost or stolen Note will be at any
time enforceable by anyone, and will be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes of the same
series or class duly issued hereunder.


 


(e)
The provisions of this Section are exclusive and will preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.


 


Section 3.07                                Payment of Interest; Interest Rights
Preserved.


 


(a)
Unless otherwise provided with respect to such Note pursuant to Section 3.01,
interest payable on any Registered Note will be paid to the Person in whose
name that Note (or one or more Predecessor Notes) is registered at the close of
business on the most recent Note Record Date.


 


(b)
Subject to clause (a), each Note delivered under this Indenture upon
transfer of or in exchange for or in lieu of any other Note will carry the
rights to interest accrued or principal accreted and unpaid, and to accrue or accrete,
which were carried by such other Note.


 


Section 3.08                                Persons
Deemed Owners.  The Issuer, the
Indenture Trustee, the Master Owner Trust Trustee, the Master Owner Trust
Beneficiary and any agent of the Issuer, the Indenture Trustee, the Master
Owner Trust Trustee, or the Master Owner Trust Beneficiary may treat the Person
who is proved to be the owner of such Note pursuant to Section 1.04(c)
as the owner of such Note for the purpose of receiving payment of principal of
and (subject to Section 3.07) interest on such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and none of the
Issuer, the Indenture Trustee, the Master Owner Trust Trustee, the Master Owner
Trust Beneficiary, or any agent of the Issuer, the Indenture Trustee, the
Master


 


33

















 


Owner Trust Trustee, or the
Master Owner Trust Beneficiary will be affected by notice to the contrary.


 


Section 3.09                                Cancellation.  All Notes surrendered for payment,
redemption, transfer, conversion or exchange will, if surrendered to any Person
other than the Indenture Trustee, be delivered to the Indenture Trustee and, if
not already canceled, will be promptly canceled by it. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered will be promptly canceled by the
Indenture Trustee. No Note will be authenticated in lieu of or in exchange for
any Notes canceled as provided in this Section, except as expressly permitted
by this Indenture. The Indenture Trustee will dispose of all canceled Notes in
accordance with its customary procedures and will deliver a certificate of such
disposition to the Issuer upon its request therefor.


 


Section 3.10                                New
Issuances of Notes.


 


(a)
The Issuer may issue additional Notes of an existing series, class or subclass
or issue a new series of Notes, so long as the following conditions of issuance
are met:


 


(i)                                     on or before the tenth Business Day before
the date that the new issuance of Notes is to occur, the Issuer or the
Administrator gives the Indenture Trustee and the Note Rating Agencies written
notice of the issuance, which notice may be waived by the recipient;


 


(ii)                                  the Issuer or the Administrator on its behalf
delivers to the Indenture Trustee an Issuer Certificate stating that the Issuer
or the Administrator reasonably believes, based on the facts known to such
officer at the time of such certification:


 


(A) the new issuance will not at the time of its occurrence cause an
Early Redemption Event or Event of Default under any Outstanding series of
Notes;


 


(B) all instruments furnished to the Indenture Trustee conform to the
requirements of this Indenture and constitute sufficient authority under the
Indenture for the Indenture Trustee to authenticate and deliver the Notes; and


 


(C) the form and terms of the Notes have been established in conformity
with the provisions of the Indenture.


 


(iii)                               the Issuer or the Administrator on its behalf
delivers to the Indenture Trustee and the Note Rating Agencies a Master Trust
Tax Opinion with respect to the new issuance;


 


(iv)                              the Issuer or the Administrator on its behalf
delivers to the Indenture Trustee and the Note Rating Agencies a Master Owner
Trust Tax Opinion with respect to the new issuance;


 


34

















 


(v)                                 each of the Note Rating Agency Condition and
the Certificate Rating Agency Condition shall have been satisfied with respect
to such new issuance, and, if the new issuance of Notes is to be sold in a
public offering, the new Notes are rated investment grade by at least one
nationally recognized statistical rating organization;


 


(vi)                              after giving effect to such issuance, the
Seller’s Invested Amount is at least equal to the Minimum Seller’s Invested
Amount;


 


(vii)                           no Early Amortization Event with respect to
any Investor Certificate has occurred and is continuing as of the date of the
new issuance;


 


(viii)                        no Early Redemption Event with respect to any
series of Notes has occurred and is continuing as of the date of the new
issuance; and


 


(ix)                                any other conditions specified in the related
Indenture Supplement are satisfied.


 


(b)
The Issuer and the Indenture Trustee will not be required to obtain the consent
of any Securityholders to issue any additional Notes or Certificates of any
series or class.


 


(c)
There are no restrictions on the timing or amount of any additional issuance of
Notes of an Outstanding class, so long as the conditions described in paragraph
(a) are met. As of the date of any additional issuance of Notes of an
Outstanding class of Notes, the Stated Principal Amount, Outstanding Principal
Amount and Nominal Liquidation Amount of that class will be increased to
reflect the principal amount of the additional Notes. If the additional Notes
are a class of Notes that has the benefit of a Enhancement Agreement, the
Issuer will enter into a Enhancement Agreement for the benefit of the
additional Notes. The targeted deposits, if any, to the principal funding
Sub-Account will be increased proportionately to reflect the principal amount
of the additional Notes. When issued, the additional Notes of a class will be
identical in all respects to the other Outstanding Notes of that class and will
be equally and ratably entitled to the benefits of the Indenture and the
related Indenture Supplement as the other Outstanding Notes of that class
without preference, priority or distinction.


 


Section 3.11                                Specification of Overcollateralization Amount
and other Terms with Respect to each Class


 


(a)
The applicable Indenture Supplement for each class of Notes will specify the
subordination, if any, and Overcollateralization Amount, if any, for each
series or class of Notes.


 


(b)
The Issuer may change the subordination for any class of Notes or the
Overcollateralization Amount, if any, for any class or series of Notes at any
time without the consent of any Noteholders so long as the Issuer has (i)
satisfied the Note Rating Agency Condition with respect to any Outstanding
Notes in that series or class, as applicable and (ii) delivered to the
Indenture Trustee and the Note Rating Agencies a Master Owner Trust Tax
Opinion.


 


35

















 


Section 3.12                                Reallocation
of Noteholder Available Interest Amounts and Noteholder Available Principal
Amounts.  Noteholder Available
Interest Amounts, Noteholder Available Principal Amounts and other specified
amounts allocated to each series shall be reallocated to cover interest and
expenses related to each series to the extent, if any, specified in each
related Indenture Supplement.


 


Section 3.13                                CUSIP Numbers.  The
Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use)
and, if so, the Indenture Trustee shall use “CUSIP” numbers in notices of
redemption as a convenience to the Noteholders; provided that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of
redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. 
The Issuer will promptly notify the Indenture Trustee and the Servicer
in writing of any change in the “CUSIP” numbers.


 


ARTICLE IV

ACCOUNTS AND INVESTMENTS


 


Section 4.01                                Receipts.  Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and will
receive and collect, directly and without intervention or assistance from any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture including,
without limitation, all funds and other property payable to the Indenture
Trustee in connection with the Collateral (collectively, the “Receipts”).
The Indenture Trustee will hold all Receipts and will apply them as provided in
this Indenture.


 


Section 4.02                                Accounts.


 


(a)
Accounts; Deposits to and Distributions from Accounts. On or before the
Effective Date, the Issuer will cause to be established and maintained one or
more Eligible Deposit Accounts (collectively, the “Deposit Account”) in
the name of the Indenture Trustee, bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Indenture
Trustee, the Noteholders and any applicable Enhancement Provider. All Receipts
received from the Master Trust pursuant to Article IV of the Pooling and
Servicing Agreement as supplemented by the Series Supplement shall be deposited
into the Deposit Account. From time to time in connection with the issuance of
a series or class of Notes, the Indenture Trustee may establish one or more
Eligible Deposit Accounts denominated as “Supplemental Accounts” in the
name of the Indenture Trustee. The Indenture Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Deposit
Account and in all proceeds thereof for the benefit of the Secured
Parties.  Except as expressly provided
in this Indenture, the Indenture Trustee shall have no right of set-off or
banker’s lien against and no right to otherwise deduct from any funds held in
the Deposit Account or the Supplemental Accounts for any amount owed to it by
the Issuer, any Holder or any Enhancement Provider.  The Deposit Account shall be under the sole dominion and control
of the Indenture Trustee for the benefit of the Secured Parties. If, at any
time, the institution holding the Deposit Account ceases to be an Eligible
Institution, the Issuer will within ten (10) Business Days (or such longer
period, not to exceed thirty (30) calendar days, as to which each Note Rating
Agency


 


36

















 


may consent in writing) establish a new Deposit
Account that is a Eligible Deposit Account and shall transfer any cash and/or
investments to such new Deposit Account. From the date such new Deposit Account
is established, it will be the “Deposit Account.” Supplemental Accounts will be
created as specified in the applicable Indenture Supplement. Any Supplemental
Account will receive deposits as set forth in the applicable Indenture
Supplement.


 


(b)
All payments to be made from time to time by or on behalf of the Indenture
Trustee to Noteholders out of funds in the Accounts pursuant to this Indenture
will be sent by or on behalf of the Indenture Trustee to the Paying Agent not
later than noon Eastern Standard Time on the applicable Payment Date or
earlier, if necessary, or as otherwise provided in Article V or the
applicable Indenture Supplement but only to the extent of available funds in
the applicable Supplemental Account or Sub-Account.


 


Section 4.03                                Investment of Funds in the Accounts.


 


(a)
Funds on deposit in the Accounts will be invested and reinvested by the Paying
Agent, on behalf of the Indenture Trustee, at the written direction of the
Issuer in one or more Eligible Investments. The Issuer may authorize the Paying
Agent, on behalf of the Indenture Trustee, to make specific investments
pursuant to written instructions, in such amounts as the Issuer will specify.
Notwithstanding the foregoing, funds held by the Paying Agent in any of the
Accounts will be invested in Eligible Investments that will mature in each case
no later than the date on which such funds in the Accounts are scheduled to be
transferred or distributed by the Indenture Trustee pursuant to this Indenture
(or as necessary to provide for timely payment of principal or interest on the
applicable Transfer Date).


 


(b)
All funds deposited from time to time in the Accounts pursuant to this
Indenture and all investments made with such funds will be held by the Paying
Agent in the Accounts as part of the Collateral as herein provided, subject to
withdrawal by the Indenture Trustee for the purposes set forth herein.


 


(c)
Funds and other property in any of the Accounts will not be commingled with any
other funds or property of the Issuer, the Indenture Trustee or the Paying
Agent. The Indenture Trustee shall hold each Eligible Investment that
constitutes investment property through a securities intermediary, which
securities intermediary shall be the Paying Agent.  Each of the Paying Agent and the Indenture Trustee hereby agree
that (A) such investment property at all times shall be credited to a
securities account of the Paying Agent, (B) all property credited to such
securities account shall be treated as a financial asset, (C) such securities
intermediary shall treat the Indenture Trustee as entitled to exercise the
rights that comprise each financial asset credited to such securities account,
(D) such securities intermediary shall comply with entitlement orders
originated by the Indenture Trustee without the further consent of any other person
or entity, (E) such securities intermediary shall not agree with any person or
entity other than the Indenture Trustee to comply with entitlement orders
originated by any person or entity other than the Indenture Trustee, (F) such
securities account and all property credited thereto shall not be subject to
any lien, security interest, right of set-off, or encumbrance in favor of such
securities intermediary or anyone claiming through such securities intermediary
(other than the Indenture Trustee), and (G) such arrangement between such
securities intermediary and the Indenture Trustee shall be governed by the laws
of the State of New York.  The Paying
Agent


 


37

















 


shall maintain possession of each other Eligible
Investment not described in clause (i) above in the State of New York
separate and apart from all other property held by the Paying Agent.  Notwithstanding any other provision of this
Indenture, neither the Indenture Trustee nor the Paying Agent shall hold any
Eligible Investment through an agent except as expressly permitted by this Section
4.03(c). Each term used in this Section 4.03(c) and defined in the
New York UCC shall have the meaning set forth in the New York UCC.


 


(d)
On each Transfer Date, the Indenture Trustee will treat all interest and
earnings (net of losses and investment expenses) received since the preceding
Transfer Date on funds on deposit in the Deposit Account as Noteholder
Available Interest Amounts.  Unless
otherwise stated in the related Indenture Supplement, for purposes of
determining the availability of funds or the balance in the Supplemental
Accounts for any reason under this Indenture or any Indenture Supplement,
investment earnings on such funds shall be deemed not to be available or on
deposit. Subject to Section 8.01(c), neither the Indenture Trustee nor
the Paying Agent will in any way be held liable by reason of any insufficiency
in such Accounts resulting from any loss on any Eligible Investment included
therein except for losses attributable to the Indenture Trustee’s or the Paying
Agent’s failure to make payments on such Eligible Investments issued by the
Indenture Trustee or the Paying Agent, as applicable, in its commercial
capacity, in accordance with their terms.


 


(e)
Funds on deposit in the Accounts will be invested and reinvested by the Paying
Agent to the fullest extent practicable, in such manner as the Paying Agent
will from time to time determine, but only in one or more Eligible Investments,
upon the occurrence of any of the following events:


 


(i)                                     the Issuer will have failed to give
investment directions to the Indenture Trustee; or


 


(ii)                                  an Event of Default will have occurred and is
continuing but no Notes have been declared due and payable pursuant to Section
7.02.


 


ARTICLE V

ALLOCATIONS, DEPOSITS AND PAYMENTS


 


Section 5.01                                Allocation
of Funds from the Collateral Certificate to Notes.  Noteholder Available Principal Amounts,
Noteholder Available Interest Amounts and Noteholder Allocated Dealer Note
Losses and other amounts allocated to the Collateral Certificate shall be
allocated and applied as specified in each series’ respective Indenture
Supplement.


 


Section 5.02                                Excess
Available Principal Amounts; Shared Principal Collections.  On each Business Day, Excess Available
Principal Amounts from each series of Notes for such Business Day shall be
allocated to each Outstanding series of Notes that so provides in the related
Indenture Supplement up to the Series Available Principal Amount Shortfall for
such series.  If on any Business Day the
aggregate of Excess Available Principal Amounts for all series for such
Business Day is less than the aggregate amount of Series Available Principal
Amount Shortfall, for all series for such Business Day, Excess Available Principal
Amounts will be allocated pro rata among those series of Notes with Series
Available Principal Amount


 


38

















 


Shortfalls on the basis of such Series
Available Principal Amount Shortfalls, and the remaining shortfall shall be
deemed the Series Principal Shortfall for the Collateral Certificate for suchBusiness Day.  Any Shared Principal
Collections allocated to the Collateral Certificate as a result of such Series
Principal Shortfall shall be allocated pro rata among the series of Notes with
remaining shortfalls of Series Available Principal Amount Shortfalls on the
basis of such remaining shortfalls up to the amount of such shortfalls.  If the aggregate Excess Available Principal
Amounts for such Business Day is greater than the aggregate amount of Series
Available Principal Amount Shortfalls for all series for such Business Day, the
excess shall be deemed Shared Principal Collections from the Collateral
Certificate and allocated in accordance with the Pooling and Servicing
Agreement.


 


Section 5.03                                Excess
Available Interest Amounts; Excess Finance Charge Collections.  On each Transfer Date, Excess Available
Interest Amounts from each series of Notes for the related Due Period shall be
allocated to each Outstanding series of Notes that so provides in the related
Indenture Supplement up to the Series Available Interest Amount Shortfall for
such series.  If on any Transfer Date,
the aggregate of Excess Available Interest Amounts for all series for the
related Due Period is less than the aggregate amount of Series Available
Interest Shortfalls for such Transfer Date, Excess Available Interest Amounts
will be allocated pro rata among those series of Notes with Series Available
Interest Amount Shortfalls on the basis of such Series Available Interest
Amount Shortfalls, and any remaining shortfall shall be deemed the Series
Finance Charge Shortfall for the Collateral Certificate for such Transfer
Date.  In the event that any Excess
Finance Charge Collections are allocated to the Collateral Certificate as a
result of such Series Finance Charge Shortfall, such amounts shall be allocated
pro rata among  those series of Notes with remaining shortfalls of Series
Available Interest Amount Shortfalls on the basis of such remaining shortfalls
up to the amount of such shortfalls.  If
the aggregate Excess Available Interest Amounts for such Transfer Date is
greater than the aggregate amount of Series Available Interest Amount
Shortfalls for such Transfer Date, the excess shall be deemed Excess Finance
Charge Collections from the Collateral Certificate and allocated in accordance
with the Pooling and Servicing Agreement.


 


Section 5.04                                Final
Payment.  Each class of Notes will
be considered to be paid in full, the Holders of such class of Notes will have
no further right or claim, and the Issuer will have no further obligation or
liability with respect to such class of Notes, on the earliest to occur of:


 


(a)
the date of the payment in full of the Stated Principal Amount of and all accrued
interest on that class of Notes;


 


(b)
the date on which the Outstanding Principal Amount of such Notes, after giving
effect to all deposits, allocations, reallocations, sales of Dealer Notes and
payments to be made on such date, is reduced to zero, and all accrued interest
on such Notes is paid in full; or


 


(c)
on the Legal Final Maturity Date of such Notes, after giving effect to all
deposits, allocations, reallocations, sales of Dealer Notes and payments to be
made on such date.


 


Section 5.05                                Payments
within a Series or Class.  All
payments of principal, interest or other amounts to Holders of the Notes of a
series or class will be made in accordance with the related Indenture
Supplement.


 


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ARTICLE VI


SATISFACTION
AND DISCHARGE; CANCELLATION OF NOTES HELD BY THE ISSUER OR NFSC


 


Section 6.01                                Satisfaction
and Discharge of Indenture. This Indenture will cease to be of further
effect with respect to any series or class of Notes, except as to (a) any
surviving rights of transfer or exchange of Notes of that series or class
expressly provided for herein or in the form of Note for that series or class
(b) the rights of Noteholders to receive payments of principal thereof and
interest thereon, (c) Sections 11.03, 11.13, 11.15 and 14.01
and (d) the rights of Noteholders as beneficiaries hereof with respect to the
property so deposited with the Indenture Trustee and payable to all or any of
them, and the Indenture Trustee, on demand of and at the expense of the Issuer,
will execute proper instruments acknowledging satisfaction and discharge of
this Indenture as to that series or class, when:


 


(a)
all Notes of that series or class theretofore authenticated and delivered
(other than (A) Notes of that series or class which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 3.06,
and (B) Notes of that series or class for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Issuer and
thereafter repaid to the Issuer or discharged from that trust, as provided in Section 11.03)
have been delivered to the Indenture Trustee canceled or for cancellation;


 


(b)
the Issuer has paid or caused to be paid all other sums payable hereunder
(including payments to the Indenture Trustee pursuant to Section 8.07)
by the Issuer with respect to the Notes of that series or class; and


 


(c)
the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and
a Master Owner Trust Opinion of Counsel and, if required by the Trust Indenture
Act an Independent Certificate from a firm of certified public accountants
meeting the applicable requirements of Section 1.02, each stating
that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture with respect to the Notes of that series or
class have been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series or
class of Notes, the obligations of the Issuer to the Indenture Trustee with
respect to that series or class under Section 8.07 and the
obligations of the Indenture Trustee under Sections 6.02 and 11.03
will survive such satisfaction and discharge.


 


Section 6.02                                Application
of Trust Money. All money and obligations deposited with the Indenture
Trustee pursuant to Section 6.01 or Section 6.03 and
all money received by the Indenture Trustee in respect of such obligations will
be held in trust and applied by it, in accordance with the provisions of the
series or class of Notes in respect of which it was deposited, this Indenture
and the applicable Indenture Supplement, to the payment, either directly or
through any Paying Agent (including the Issuer acting as its own Paying Agent)
as the Indenture Trustee may determine, to the Persons entitled thereto, of the
principal and interest for whose payment that money and obligations have been
deposited with or received by the Indenture Trustee; but that money and
obligations need not be segregated from other funds held by the Indenture
Trustee except to the extent required herein or required by law.


 


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Section 6.03                                Cancellation
of Notes Held by the Issuer or NFSC. If the Issuer, NFSC or any of their Affiliates
holds any Notes, that Holder may, subject to any provisions of a related
Indenture Supplement limiting the repayment of subordinated classes of Notes,
if any, by notice from that Holder to the Indenture Trustee cause that Note to
be canceled, whereupon (a) the Note will no longer be Outstanding, and (b) the
Issuer will cause the Investor Interest of the Collateral Certificate to be
reduced by an amount equal to the Nominal Liquidation Amount of that cancelled
Note.


 


ARTICLE VII


EVENTS
OF DEFAULT AND REMEDIES


 


Section 7.01                                Events
of Default. “Event of Default,” wherever used herein, means with
respect to any series or class of Notes any one of the following events, unless
such event is either expressly stated to be inapplicable to a particular series
or class or specifically deleted or modified in the applicable Indenture
Supplement creating such series or class of Notes or in the form of Note for
such series or class:


 


(a)
a default by the Issuer in the payment of any interest on such Notes when such
interest becomes due and payable, and continuance of such default for a period
of five (5) Business Days following the date on which such interest became due
and payable;


 


(b)
a default by the Issuer in the payment of the Outstanding Principal Amount of such
Notes at the applicable Legal Final Maturity Date;


 


(c)
a default in the performance, or breach, of any material covenant or warranty
of the Issuer in this Indenture in any material respect in respect of the Notes
of such series or class (other than a covenant or warranty in respect of the
Notes of such series or class a default in the performance of which or the
breach of which is elsewhere in this Section specifically dealt with), all
of such covenants and warranties in this Indenture which are not expressly
stated to be for the benefit of a particular series or class of Notes being
deemed to be in respect of the Notes of all series or classes for this purpose,
and continuance of such default or breach for a period of ninety (90) days
after there has been given, by registered or certified mail, to the Seller and
the Issuer by the Indenture Trustee or to the Seller, the Issuer and the
Indenture Trustee by the Holders of at least 25% in Outstanding Principal
Amount of the Outstanding Notes of such series or class, a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder and, as a result of
such default, the interests of the Holders of the Notes of such series or class
are materially and adversely affected and continue to be materially and
adversely affected during the ninety (90) day period;


 


(d)
the entry of an order for relief against the Issuer under the Federal
Bankruptcy Code by a court having jurisdiction in the premises or a decree or
order by a court having jurisdiction in the premises adjudging the Issuer a
bankrupt or insolvent under any other applicable federal or state law, or the
entry of a decree or order approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Issuer under the
Federal Bankruptcy Code or any other applicable federal or state law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Issuer or of any substantial part of its property, or
ordering the winding up or liquidation of its


 


41

















 


affairs, and the continuance
of any such decree or order unstayed and in effect for a period of one hundred
and twenty (120) consecutive days;


 


(e)
the consent by the Issuer to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under the Federal Bankruptcy Code or any other
applicable federal or state law, or the consent by it to the filing of any such
petition or to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Issuer or of any substantial
part of its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Issuer
in furtherance of any such action; or


 


(f)
with respect to any series or class, any additional Event of Default specified
in the Indenture Supplement for such series or class as applying to such series
or class, or specified in the form of Note for such series or class.


 


The
Issuer shall deliver to any authorized officer of the Indenture Trustee, within
five (5) days after knowledge thereof, written notice in the form of an
Officer’s Certificate of any event which with the giving of notice and the
lapse of time would become an Event of Default, its status and what action the
Issuer is taking or proposes to take with respect thereto.


 


Section 7.02                                Acceleration
of Maturity; Rescission and Annulment.


 


(a)
If an Event of Default described in clause (a), (b), (c)
or (f) (if the Event of Default under clause (c) or (f) is
with respect to less than all series and classes of Notes then Outstanding) of Section 7.01
occurs and is continuing with respect to any series or class, then and in each
and every such case, unless the principal of all the Notes of such series or
class shall have already become due and payable, either the Indenture Trustee
or the Majority Holders of the Notes of such series or class then Outstanding
hereunder (each such series or class acting as a separate class), by notice in
writing to the Issuer (and to the Indenture Trustee if given by Holders), may
declare the Outstanding Principal Amount of all the Notes of such series or
class then Outstanding and all interest accrued or principal accreted and unpaid
(if any) thereon to be due and payable immediately, and upon any such
declaration the same will become and will be immediately due and payable,
anything in this Indenture, the related Indenture Supplement or in the Notes of
such series or class to the contrary notwithstanding. Such payments are subject
to Article V and the allocation, deposits and payment sections of
the related Indenture Supplement.


 


(b)
If an Event of Default described in clause (c) or (f) (if the
Event of Default under clause (c) or (f) is with respect to all
series and classes of Notes then Outstanding) of Section 7.01
occurs and is continuing, then and in each and every such case, unless the
principal of all the Notes shall have already become due and payable, either
the Indenture Trustee or the Majority Holders of all the Notes then Outstanding
hereunder (treated as one class), by notice in writing to the Issuer (and to
the Indenture Trustee if given by Holders), may declare the Outstanding
Principal Amount of all the Notes then Outstanding and all interest accrued or
principal accreted and unpaid (if any) thereon to be due and payable
immediately, and upon any such declaration the same will become and will be
immediately due and payable,


 


42

















 


notwithstanding anything in this Indenture, the related Indenture
Supplements or the Notes to the contrary.


 


(c)
If an Event of Default described in clause (d) or (e) of Section 7.01
occurs and is continuing, then the Notes of all series and classes will
automatically be and become immediately due and payable by the Issuer, without
notice or demand to any Person, and the Issuer will automatically and
immediately be obligated to pay off the Notes.


 


(d)
At any time after such a declaration of acceleration of maturity has been made
with respect to the Notes of any series or class and before a judgment or
decree for payment of the money due has been obtained by the Indenture Trustee
as hereinafter provided in this Article VII, the Majority Holders
of such series or classes, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if the
Issuer (or the Servicer, in the case of subsection iv herein) has
deposited with the Indenture Trustee a sum sufficient to pay (i) all overdue
installments of interest on the Notes of such series or class, (ii) the
principal of any Notes of such series or class which have become due otherwise
than by such declaration of acceleration, and interest thereon at the rate or
rates prescribed therefor by the terms of the Notes of such series or class, to
the extent that payment of such interest is lawful, (iii) interest upon overdue
installments of interest at the rate or rates prescribed therefor by the terms
of the Notes of such series or class to the extent that payment of such
interest is lawful and (iv) all sums paid by the Indenture Trustee hereunder
and the reasonable compensation, expenses and disbursements of the Indenture
Trustee, its agents and counsel and all other amounts due the Indenture Trustee
under Section 8.07; and all Events of Default with respect to such
series or class of Notes, other than the nonpayment of the principal of the
Notes of such series or class which has become due solely by such acceleration,
have been cured or waived as provided in Section 7.15. No such
rescission will affect any subsequent default or impair any right consequent
thereon.


 


Section 7.03                                Collection
of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer
covenants that if:


 


(a)
the Issuer defaults in the payment of interest on any series or class of Notes
when such interest becomes due and payable and such default continues for a
period of five (5) Business Days following the date on which such interest became
due and payable, or


 


(b) the Issuer defaults in the payment of the principal of any series
or class of Notes at the Legal Final Maturity Date thereof, and any such
default continues beyond any specified grace period provided with respect to
such series or class of Notes, the Issuer will, upon demand of the Indenture
Trustee, pay (subject to the priorities and funds after giving effect to the
allocation provided in Article V, this Article VII, the
Pooling and Servicing Agreement and any related Indenture Supplement) to the
Indenture Trustee, for the benefit of the Holders of any such Notes of the
affected series or class, the whole amount then due and payable on any such
Notes for principal and interest, with interest, to the extent that payment of
such interest will be legally enforceable, upon the overdue principal and upon
overdue installments of interest, (i) in the case of Interest-Bearing Notes, at
the rate of interest applicable to the Stated Principal Amount thereof, unless
otherwise specified in the applicable


 


43

















 


Indenture
Supplement; and (ii) in the case of Discount Notes, as specified in the
applicable Indenture Supplement, and in addition thereto, will pay such further
amount as will be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Indenture Trustee, its agents and counsel and all other amounts due the
Indenture Trustee under Section 8.07.  If the Issuer fails to pay such amounts forthwith upon such
demand, the Indenture Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the sums so
due and unpaid, and may prosecute such proceeding to judgment or final decree,
and may enforce the same against the Issuer or any other obligor upon the Notes
of such series or class and collect the money adjudged or decreed to be payable
in the manner provided by law out of the Collateral or any other obligor upon
such Notes, wherever situated.


 


Section 7.04                                Indenture
Trustee May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Issuer or
any other obligor upon the Notes or the property of the Issuer or of such other
obligor or their creditors, the Indenture Trustee (irrespective of whether the
principal of the Notes will then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee will
have made any demand on the Issuer for the payment of overdue principal or
interest) will be entitled and empowered, by intervention in such proceedings
or otherwise, (i) to file and prove a claim for the whole amount of principal
and interest owing and unpaid in respect of the Notes and to file such other
papers or documents as may be necessary and advisable in order to have the
claims of the Indenture Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee,
its agents and counsel and all other amounts due the Indenture Trustee under Section 8.07)
and of the Noteholders allowed in such judicial proceeding, and (ii) to collect
and receive any funds or other property payable or deliverable on any such
claims and to distribute the same; and any receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) in any such judicial
proceeding is hereby authorized by each Noteholder to make such payment to the
Indenture Trustee and in the event that the Indenture Trustee will consent to
the making of such payments directly to the Noteholders, to pay to the
Indenture Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee, its agents and
counsel, and any other amounts due the Indenture Trustee under Section 8.07.  Nothing herein contained will be deemed to
authorize the Indenture Trustee to authorize or consent to or accept or adopt
on behalf of any Noteholder any plan or reorganization, arrangement, adjustment
or composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding.


 


Section 7.05                                Indenture
Trustee May Enforce Claims Without Possession of Notes. All rights of
action and claims under this Indenture or the Notes of any series or class may
be prosecuted and enforced by the Indenture Trustee without the possession of
any of the Notes of such series or class or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the
Indenture Trustee will be brought in its own name as trustee of an express
trust, and any recovery of judgment will, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the
Indenture Trustee, its


 


44

















 


agent and counsel, be for the ratable benefit of the Holders of the
Notes of the series or class in respect of which such judgment has been
recovered.


 


Section 7.06                                Application
of Money Collected.  Any money or
other property collected by the Indenture Trustee with respect to a series or
class of Notes pursuant to this Article VII following the
acceleration of the Notes of the affected series or class, will be applied in
accordance with Section 7.07, at the date or dates fixed by the
Indenture Trustee and, in case of the distribution of such money on account of
principal or interest, upon presentation of the Notes of such series or class
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid.


 


Section 7.07                                Issuer
Will Hold the Collateral Certificate. Following an acceleration of any
series or class of Notes and subject to Section 7.08, the Issuer
will continue to hold the Collateral Certificate and apply distributions on the
Collateral Certificate in accordance with the regular distribution provisions
pursuant to Article V of this Indenture (and the related Indenture
Supplements), except that principal will be paid on the accelerated series or
class of Notes to the extent (x) funds are received from the Master Trust and
available to the accelerated series or class after giving effect to all
allocations and reallocations and (y) payment is permitted by the subordination
provisions of the senior Notes, if any, of the same series.


 


Section 7.08                                Noteholders
Have the Right to Direct the Time, Method and Place of Conducting Any
Proceeding for Any Remedy Available to the Indenture Trustee. The Majority
Holders of any accelerated series or class of Notes have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the Indenture Trustee, or exercising any trust or power conferred
on the Indenture Trustee, in respect of such series or class. This right may be
exercised only if the direction provided by the Noteholders does not conflict
with applicable law or this Indenture or the related Indenture Supplement and
does not have a substantial likelihood of involving the Indenture Trustee in
personal liability.


 


Section 7.09                                Limitation
on Suits. No Holder of any Note of any series or class will have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:


 


(a)
such Holder has previously given written notice to the Indenture Trustee of a
continuing Event of Default with respect to Notes of such series or class;


 


(b)
the Holders of not less than 50% in Outstanding Principal Amount of the
Outstanding Notes of such series or class have made written request to the
Indenture Trustee to institute proceedings in respect of such Event of Default
in its own name as Indenture Trustee hereunder;


 


(c)
such Holder or Holders have offered to the Indenture Trustee indemnity
reasonably satisfactory to it against the costs, expenses and liabilities to be
incurred in compliance with such request;


 


(d)
the Indenture Trustee for sixty (60) days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and


 


45

















 


(e)
no direction inconsistent with such written request has been given to the
Indenture Trustee during such sixty (60) day period by the Majority Holders of
such series or class;


 


it
being understood and intended that not one or more Holders of Notes of such
series or class will have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holders of Notes of such series or class, or to obtain
or to seek to obtain priority or preference over any other such Holders or to
enforce any right under this Indenture, except in the manner herein provided
and for the equal and proportionate benefit of all the Holders of all Notes of
such series or class.


 


Section 7.10                                Unconditional
Right of Noteholders to Receive Principal and Interest; Limited Recourse.
Notwithstanding any other provisions in this Indenture, the Holder of any Note
will have the right, which is absolute and unconditional, to receive payment of
interest on such Notes as it becomes due and payable and the principal of such
Note on the Legal Final Maturity Date expressed in the related Indenture
Supplement and to institute suit for the enforcement of any such payment, and
such right will not be impaired without the consent of such Holder; provided,
however, that notwithstanding any other provision of this Indenture to the
contrary, the obligation to pay principal of or interest on the Notes or any
other amount payable to any Noteholder will be without recourse to NFSC, the
Indenture Trustee, the Master Owner Trust Trustee or any affiliate, officer,
employee or director of any of them, and the obligation of the Issuer to pay
principal of or interest on the Notes or any other amount payable to any
Noteholder will be subject to Article V and the allocation and
payment provisions of the Indenture Supplements.


 


Section 7.11                                Restoration
of Rights and Remedies. If the Indenture Trustee or any Noteholder has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned, or has been determined
adversely to the Indenture Trustee or such Noteholder for any reason, then and
in every such case the Issuer, the Indenture Trustee and the Noteholders will,
subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Indenture Trustee and the Noteholders will continue as though
no such proceeding had been instituted.


 


Section 7.12                                Rights
and Remedies Cumulative. No right or remedy herein conferred upon or
reserved to the Indenture Trustee or to the Noteholders is intended to be
exclusive of any other right or remedy, and every right and remedy will, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
will not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


 


Section 7.13                                Delay
or Omission Not Waiver. No delay or omission of the Indenture Trustee or of
any Holder of any Note to exercise any right or remedy accruing upon any Event
of Default will impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the


 


46

















 


Indenture Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Noteholders, as the case may be.


 


Section 7.14                                Control
by Noteholders. The Majority Holders of any series or class will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Indenture Trustee or exercising any trust or power
conferred on the Indenture Trustee with respect to the Notes of such series or
class, provided that:


 


(a)
the Indenture Trustee will have the right to decline to follow any such
direction if the Indenture Trustee, being advised by counsel, determines that
the action so directed may not lawfully be taken or would conflict with this
Indenture or if the Indenture Trustee in good faith will, by an Indenture
Trustee Authorized Officer, determine that the proceedings so directed would
involve it in personal liability or be prejudicial to the Holders not taking
part in such direction, and


 


(b)
the Indenture Trustee may take any other action permitted hereunder deemed
proper by the Indenture Trustee which is not inconsistent with such direction.


 


Section 7.15                                Waiver
of Past Defaults. Prior to the declaration of the acceleration of the
maturity of the of the Notes of the affected series or class as provided in Section 7.02,
the Majority Holders of any series or class may on behalf of the Holders of all
the Notes of such series or class waive any past default hereunder or under the
related Indenture Supplement with respect to such series or class and its
consequences, except a default not theretofore cured:


 


(a)
in the payment of the principal of or interest on any Note of such series or
class, or


 


(b)
in respect of a covenant or provision hereof which under Article X
cannot be modified or amended without the consent of the Holder of each
Outstanding Note of such series or class.


 


Upon
any such waiver, such default will cease to exist, and any Event of Default
arising therefrom will be deemed to have been cured, for every purpose of this
Indenture; but no such waiver will extend to any subsequent or other default or
impair any right consequent thereon.


 


Section 7.16                                Undertaking
for Costs.  All parties to this
Indenture agree, and each Holder of any Note by his acceptance thereof will be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Indenture Trustee for any action taken or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section will not apply to any suit instituted by the
Indenture Trustee, to any suit instituted by any Noteholder, or group of
Noteholders, holding in the aggregate more than 25% in Outstanding Principal
Amount of the Outstanding Notes of any series or class to which the suit
relates, or to any suit instituted by any Noteholders for the enforcement of
the payment


 


47

















 


of the principal of or interest on any Note on or after the applicable
Legal Final Maturity Date expressed in such Note.


 


Section 7.17                                Waiver
of Stay or Extension Laws.  The
Issuer covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Issuer (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Indenture Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


 


ARTICLE VIII


THE
INDENTURE TRUSTEE


 


Section 8.01                                Certain
Duties and Responsibilities.


 


(a)
The Indenture Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture with respect to the Notes of any
series or classes, and no implied covenants or obligations will be read into
this Indenture against the Indenture Trustee.


 


(b)
In the absence of bad faith or negligence on its part, the Indenture Trustee
may, with respect to Notes of any series or class, conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Indenture Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates
or opinions which by any provision hereof are specifically required to be furnished
to the Indenture Trustee, the Indenture Trustee will be under a duty to examine
the same to determine whether or not they conform to the requirements of this
Indenture but need not confirm or investigate the accuracy of any mathematical
calculations or other facts stated therein.


 


(c)
In case an Event of Default with respect to any series or class of Notes has
occurred and is continuing, the Indenture Trustee will exercise with respect to
the Notes of such series or class such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a fiduciary would exercise or use under the circumstances in the conduct of
such person’s own affairs.


 


(d)
No provision of this Indenture will be construed to relieve the Indenture
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:


 


(i)                                     this subsection (d) will not be
construed to limit the effect of subsection (a) of this Section;


 


(ii)                                  the Indenture Trustee will not be liable for
any error of judgment made in good faith by an Indenture Trustee Authorized
Officer, unless


 


48

















 


it
will be proved that the Indenture Trustee was negligent in ascertaining the
pertinent facts;


 


(iii)                               the Indenture Trustee will not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Majority Holders of any series or class
relating to the time, method and place of conducting any proceeding for any
remedy available to the Indenture Trustee, or exercising any trust or power
conferred upon the Indenture Trustee, under this Indenture with respect to the
Notes of such series or class; and


 


(iv)                              no provision of this Indenture will require
the Indenture Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it will have reasonable grounds
for believing that repayment of such funds or indemnity satisfactory to the
Indenture Trustee against such risk or liability is not reasonably assured to
it.


 


(e)
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Indenture Trustee will be subject to the provisions of this Section.


 


Section 8.02                                Notice
of Defaults. Within thirty (30) days after the occurrence of an Event of
Default hereunder with respect to Notes of any series or class:


 


(a)
the Indenture Trustee will transmit by mail to all Registered Noteholders of
such series or class, as their names and addresses appear in the Note Register,
notice of such Event of Default hereunder known to the Indenture Trustee, and


 


(b)
the Indenture Trustee will give prompt written notification thereof to the Note
Rating Agencies;


 


Section 8.03                                Certain
Rights of Indenture Trustee. Except as otherwise provided in Section 8.01:


 


(a)
the Indenture Trustee may conclusively rely and will be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document (whether in its original or facsimile form) believed by
it to be genuine and to have been signed or presented by the proper party or
parties;


 


(b)
before the Indenture Trustee acts or refrains from acting, it may require an
Officer’s Certificate from the Issuer;


 


(c)
whenever in the administration of this Indenture the Indenture Trustee will
deem it desirable that a matter be proved or established before taking,
suffering or omitting any action hereunder, the Indenture Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officer’s Certificate;


 


49

















 


(d)
the Indenture Trustee may consult with counsel of its own selection and the
advice of such counsel or any Master Owner Trust Opinion of Counsel will be
full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(e)
the Indenture Trustee will be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Noteholders pursuant to this Indenture, unless such Noteholders shall have
offered to the Indenture Trustee security or indemnity reasonably satisfactory
to it against the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction;


 


(f)
the Indenture Trustee will not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document, but the Indenture Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Indenture Trustee will determine to make such further inquiry
or investigation, it will be entitled to examine the books, records and
premises of the Issuer, personally or by agent or attorney;


 


(g)
the Indenture Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Indenture Trustee will not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by
it hereunder;


 


(h)
the Indenture Trustee will not be responsible for filing any financing
statements or continuation statements in connection with the Notes, but will
cooperate with the Issuer in connection with the filing of such financing
statements or continuation statements;


 


(i)
the Indenture Trustee shall not be deemed to have notice of any Event of
Default unless an Indenture Trustee Authorized Officer has actual knowledge
thereof or unless written notice of any event which is in fact such an Event of
Default is received by the Indenture Trustee at the Indenture Trustee Corporate
Trust Office, and such notice references the Notes and this Indenture; and


 


(j)
The rights, privileges, protections, immunities and benefits given to the
Indenture Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Indenture Trustee in each of
its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.


 


Section 8.04                                Not
Responsible for Recitals or Issuance of Notes. The recitals contained
herein and in the Notes, except the certificates of authentication, will be
taken as the statements of the Issuer, and the Indenture Trustee assumes no
responsibility for their correctness. The Indenture Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Indenture Trustee will not be accountable for the use or application
by the Issuer of Notes or the proceeds thereof.


 


Section 8.05                                May
Hold Notes. The Indenture Trustee, any Paying Agent, the Note Registrar or
any other agent of the Issuer, in its individual or any other capacity, may
become the


 


50

















 


owner or pledgee of Notes and, subject to Sections 8.08 and 8.13,
may otherwise deal with the Issuer with the same rights it would have if it
were not Indenture Trustee, Paying Agent, Note Registrar or such other agent.


 


Section 8.06                                Money
Held in Trust. Money held in trust by the Indenture Trustee need not be
segregated from other funds except to the extent required by law or the terms
of this Indenture or the other Issuer Documents. The Indenture Trustee will be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Issuer.


 


Section 8.07                                Compensation and Reimbursement, Limit on
Compensation, Reimbursement and Indemnity.


 


(a)
The Issuer shall cause the Servicer, and the Servicer hereby agrees, pursuant
to the Series Supplement


 


(i)                                     to pay to the Indenture Trustee from time to
time reasonable compensation for all services rendered by it hereunder (which
compensation will not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);


 


(ii)                                  except as otherwise expressly provided
herein, to reimburse the Indenture Trustee upon its request for all reasonable
out of pocket expenses, disbursements and advances incurred or made by the
Indenture Trustee in accordance with any provision of this Indenture (including
the reasonable compensation and the reasonable expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance that
is caused by its negligence, willful misconduct or bad faith; and


 


(iii)                               to indemnify the Indenture Trustee for, and
to hold it harmless against, any and all loss, liability, claim, damage or
expense incurred without negligence, willful misconduct or bad faith on its
part, arising out of or in connection with the acceptance or administration of
this trust, including the costs and expenses of defending itself against any
claim or liability (whether asserted by the Issuer, the Servicer, any Holder or
any other Person) in connection with the exercise or performance of any of its
powers or duties hereunder. The Indenture Trustee will have no recourse to any
asset of the Issuer other than funds available pursuant to Section 7.06
or to any Person other than the Servicer or the Issuer.


 


(b)
This Section will survive the termination of this Indenture and the
resignation or replacement of the Indenture Trustee under Section 8.10.


 


Section 8.08                                Disqualification;
Conflicting Interests. If the Indenture Trustee has or will acquire a
conflicting interest within the meaning of the Trust Indenture Act, the
Indenture Trustee will, if so required by the Trust Indenture Act, either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.
Nothing herein will prevent the Indenture Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 3.10(b) of the Trust Indenture Act.


 


51

















 


Section 8.09                                Corporate
Indenture Trustee Required; Eligibility. The Indenture Trustee shall at all
times satisfy the requirements of Section 310(a) of the Trust Indenture
Act.  There will at all times be an
Indenture Trustee hereunder with respect to each series or class of Notes,
which will be a corporation organized and doing business under the laws of the
United States of America or of any State, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by federal or state
authority, and having a long term unsecured debt rating of at least BBB- by
Standard & Poor’s and Baa3 by Moody’s. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation will be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. The Issuer may not, nor may any Person
directly or indirectly controlling, controlled by, or under common control with
the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee
with respect to any series or class of Notes will cease to be eligible in
accordance with the provisions of this Section, it will resign immediately in
the manner and with the effect hereinafter specified in this Article.


 


Section 8.10                                Resignation and Removal; Appointment of
Successor.


 


(a)
No resignation or removal of the Indenture Trustee and no appointment of a
successor Indenture Trustee pursuant to this Article will become effective
until the acceptance of appointment by the successor Indenture Trustee under Section 8.11.


 


(b)
The Indenture Trustee may resign with respect to any series or class of Notes
at any time by giving written notice thereof to the Issuer. If an instrument of
acceptance by a successor Indenture Trustee shall not have been delivered to
the Indenture Trustee within thirty (30) days after the giving of such notice
of resignation, the resigning Indenture Trustee may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.  The expenses of such petition shall be paid
by the Servicer in accordance with Section 8.07.


 


(c)
The Indenture Trustee may be removed with respect to any series or class of
Notes at any time by Act of the Majority Holders of that series or class,
delivered to the Indenture Trustee and to the Issuer.  If an instrument of acceptance by a successor Indenture Trustee
shall not have been delivered to the Indenture Trustee within thirty (30) days
after the giving of such notice of resignation, such Majority Holders may
petition any court of competent jurisdiction for the appointment of a successor
Indenture Trustee.  The expenses of such
petition shall be paid by the Servicer in accordance with Section 8.07.


 


(d)
If at any time:


 


(i)                                     the Indenture Trustee fails to comply with
Section 3.10(b) of the Trust Indenture Act with respect to any series or
class of Notes after written request therefor by the Issuer or by any
Noteholder who has been a bona fide Holder of a Note of that series or class
for at least 60 days, or


 


52

















 


(ii)                                  the Indenture Trustee ceases to be eligible
under Section 8.09 with respect to any series or class of Notes and
fails to resign after written request therefor by the Issuer or by any such
Noteholder, or


 


(iii)                               the Indenture Trustee otherwise becomes
legally incapable of acting with respect to any series or class of Notes, or


 


(iv)                              the Indenture Trustee is adjudged bankrupt or
insolvent or a receiver of the Indenture Trustee or of its property is
appointed or any public officer takes charge or control of the Indenture
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case,


 


(A)
the Issuer may remove the Indenture Trustee, with respect to the series or
class, or in the case of clause (iv), with respect to all series or
classes, or (B) subject to Section 7.09, any Noteholder who has
been a bona fide Holder of a Note of such series, class and class for at least
six (6) months may, on behalf of itself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Indenture
Trustee with respect to such series or class and the appointment of a successor
Indenture Trustee with respect to the series or class, or, in the case of clause
(iv), with respect to all series and classes.


 


(e)
If the Indenture Trustee resigns, is removed or otherwise becomes legally
incapable of acting with respect to any series or class of Notes, or if a
vacancy shall occur in the office of the Indenture Trustee with respect to any
series or class of Notes for any cause, the Issuer will promptly appoint a
successor Indenture Trustee for that series or class of Notes.  If a successor Indenture Trustee with
respect to such series or class does not take office within 60 days after the
retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, Issuer or Majority Holders may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee with respect
to such series or class.  The expenses
of such petition shall be paid by the Servicer in accordance with Section 8.07.


 


(f)
The Issuer will give written notice of each resignation and each removal of the
Indenture Trustee with respect to any series or class and each appointment of a
successor Indenture Trustee with respect to any series or class to each
Noteholder as provided in Section 1.05 and to each Note Rating
Agency. Each notice will include the name of the successor Indenture Trustee
and the address of its principal Indenture Trustee Corporate Trust Office.


 


Section 8.11                                Acceptance
of Appointment by Successor. Every successor Indenture Trustee appointed
hereunder will execute, acknowledge and deliver to the Issuer and to the
predecessor Indenture Trustee an instrument accepting such appointment, with a
copy to the Note Rating Agencies, and thereupon the resignation or removal of
the predecessor Indenture Trustee will become effective with respect to any
series or class as to which it is resigning or being removed as Indenture
Trustee, and such successor Indenture Trustee, without any further act, deed or
conveyance, will become vested with all the rights, powers, trusts and duties
of the predecessor Indenture Trustee with respect to any such series or class;
but, on request of the Issuer or the successor Indenture Trustee, such
predecessor Indenture Trustee will, upon payment of its reasonable charges
hereunder, if any, execute and deliver an instrument transferring to such


 


53

















 


successor Indenture Trustee all the rights, powers and trusts of the
predecessor Indenture Trustee, and will duly assign, transfer and deliver to
such successor Indenture Trustee all property and money held by such
predecessor Indenture Trustee hereunder with respect to all or any such series
or class, subject nevertheless to its lien, if any, provided for in Section 8.07.
Upon request of any such successor Indenture Trustee, the Issuer will execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Indenture Trustee all such rights, powers and trusts.  In case of the appointment hereunder of a
successor Indenture Trustee with respect to the Notes of one or more (but not
all) series or classes, the Issuer, the predecessor Indenture Trustee and each
successor Indenture Trustee with respect to the Notes of any applicable series
or class will execute and deliver an Indenture Supplement which will contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the predecessor Indenture Trustee with
respect to the Notes of any series or class as to which the predecessor
Indenture Trustee is not being succeeded will continue to be vested in the
predecessor Indenture Trustee, and will add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Indenture Trustee, it
being understood that nothing herein or in such Indenture Supplement will
constitute such Indenture Trustees co-trustees of the same trust and that each
such Indenture Trustee will be Indenture Trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Indenture Trustee.  No successor
Indenture Trustee with respect to any series or class of Notes will accept its
appointment unless at the time of such acceptance such successor Indenture
Trustee will be qualified and eligible with respect to that series or class
under this Article.


 


Section 8.12                                Merger,
Conversion, Consolidation or Succession to Business. Any corporation into
which the Indenture Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Indenture Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Indenture Trustee, will be the successor of the Indenture
Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. The Issuer will give
prompt written notice of such merger, conversion, consolidation or succession
to the Note Rating Agencies . In case any Notes shall have been authenticated,
but not delivered, by the Indenture Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Indenture Trustee
may adopt such authentication and deliver the Notes so authenticated with the
same effect as if such successor Indenture Trustee had itself authenticated
such Notes.


 


Section 8.13                                Preferential
Collection of Claims Against Issuer. If and when the Indenture Trustee
shall be or become a creditor of the Issuer (or any other obligor upon the
Notes), the Indenture Trustee will be subject to the provisions of
Section 3.11 of the Trust Indenture Act. An Indenture Trustee who has
resigned or been removed will be subject to Section 3.11(a) of the Trust
Indenture Act to the extent provided therein.


 


Section 8.14                                Appointment
of Authenticating Agent. At any time when any of the Notes remain
Outstanding, the Indenture Trustee, with the approval of the Issuer and prior
written notice to the Administrator and the Servicer, may appoint an
Authenticating Agent or Agents


 


54

















 


with respect to one or more series or classes of Notes which will be
authorized to act on behalf of the Indenture Trustee to authenticate Notes of
such series or classes in connection with the issuance, deliveries, exchange,
registration of transfer or partial redemption thereof or pursuant to Section 3.06,
and Notes so authenticated will be entitled to the benefits of this Indenture
and will be valid and obligatory for all purposes as if authenticated by the
Indenture Trustee hereunder. Wherever reference is made in this Indenture to
the authentication and delivery of Notes by the Indenture Trustee or the
Indenture Trustee’s certificate of authentication, such reference will be
deemed to include authentication and delivery on behalf of the Indenture
Trustee by an Authenticating Agent, including any certificate of authentication
executed on behalf of the Indenture Trustee by an Authenticating Agent.  Each Authenticating Agent will be acceptable
to the Issuer and will at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as an
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and, if other than the Issuer itself, subject to supervision or
examination by a federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
will 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 an Authenticating Agent
will cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent will resign immediately in the manner and with the
effect specified in this Section. The initial Authenticating Agent for the
Notes of all series and classes will be the Indenture Trustee.  Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which
such Authenticating Agent will be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, will
continue to be an Authenticating Agent, provided such corporation will be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Indenture Trustee or the
Authenticating Agent.  An Authenticating
Agent may resign at any time by giving written notice thereof to the Indenture
Trustee and to the Issuer. The Indenture Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Issuer. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent will cease to be eligible in accordance with the
provisions of this Section, the Indenture Trustee, with the approval of the
Issuer, may appoint a successor Authenticating Agent which will be acceptable
to the Issuer and will give notice to each Noteholder as provided in Section 10.09.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
will become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent will be appointed unless eligible under the
provisions of this Section. The Indenture Trustee agrees to pay to each
Authenticating Agent (other than an Authenticating Agent appointed at the
request of the Issuer from time to time) reasonable compensation for its
services under this Section, and the Indenture Trustee will be entitled to be
reimbursed for such payments, subject to the provisions of Section 8.07.  If an appointment with respect to one or
more series or classes is made pursuant to this Section, the Notes of such
series or classes may have endorsed thereon, in addition to the Indenture
Trustee’s certificate of authentication, an alternate certificate of
authentication in the following form:


 


55

















 


This is one of the Notes of the series or classes designated therein
referred to in the within-mentioned Indenture.


 


	
   

  	
  THE
  BANK OF NEW YORK, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  As
  Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Indenture
  Trustee Authorized Officer

  
						



 


Section 8.15                                Tax
Returns. In the event the Issuer shall be required to file tax returns, the
Administrator pursuant to the Administration Agreement shall prepare or shall
cause to be prepared such tax returns and shall provide such tax returns to the
Master Owner Trust Trustee or the Master Owner Trust Beneficiary for signature
at least five (5) days before such tax returns are due to be filed. The Issuer,
in accordance with the terms of each Indenture Supplement, shall also prepare
or shall cause to be prepared all tax information required by law to be
distributed to Noteholders and shall deliver such information to the Indenture
Trustee at least five (5) days prior to the date it is required by law to be
distributed to Noteholders. The Indenture Trustee, upon written request, will
furnish the Servicer with all such information known to the Indenture Trustee
as may be reasonably requested and required in connection with the preparation
of all tax returns of the Issuer, and shall, upon request, execute such
returns. In no event shall the Indenture Trustee or the Master Owner Trust
Trustee be personally liable for any liabilities, costs or expenses of the
Issuer or any Noteholder arising under any tax law, including without
limitation, federal, state or local income or excise taxes or any other tax
imposed on or measured by income (or any interest or penalty with respect
thereto arising from a failure to comply therewith).


 


Section 8.16                                Representations
and Covenants of the Indenture Trustee. The Indenture Trustee represents,
warrants and covenants that:


 


(i)                                     The Indenture Trustee is a banking
corporation duly organized and validly existing under the laws of the State of
New York;


 


(ii)                                  The Indenture Trustee has full power and
authority to deliver and perform this Indenture and has taken all necessary
action to authorize the execution, delivery and performance by it of this
Indenture and the other Issuer Documents to which it is a party; and


 


(iii)                               Each of this Indenture and other Issuer
Documents to which it is a party has been duly executed and delivered by the
Indenture Trustee and constitutes its legal, valid and binding obligation in
accordance with its terms.


 


Section 8.17                                Custody
of the Collateral. The Collateral Certificate shall be registered in the
name of the Indenture Trustee and shall be delivered to and held by the
Indenture Trustee in the State of New York separate and apart from all other
property held by the Indenture Trustee. The Indenture Trustee shall hold such
of the Collateral as constitutes an Eligible Investment in


 


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accordance with Section 4.03(c). All other Collateral that
is not described in the preceding two sentences (i) that constitutes investment
property shall be held by the Indenture Trustee through a securities
intermediary, which securities intermediary shall agree with the Indenture
Trustee that (A) such investment property at all times shall be credited to a
securities account of the Indenture Trustee, (B) all property credited to such
securities account shall be treated as a financial asset, (C) such securities
intermediary shall treat the Indenture Trustee as entitled to exercise the
rights that comprise each financial asset credited to such securities account, (D)
such securities intermediary shall comply with entitlement orders originated by
the Indenture Trustee without the further consent of any other person or
entity, (E) such securities intermediary shall not agree with any person or
entity other than the Indenture Trustee to comply with entitlement orders
originated by any person or entity other than the Indenture Trustee, (F) such
securities account and all property credited thereto shall not be subject to
any lien, security interest, right of set-off, or encumbrance in favor of such
securities intermediary or anyone claiming through such securities intermediary
(other than the Indenture Trustee), and (G) such agreement between such
securities intermediary and the Indenture Trustee shall be governed by the laws
of the State of New York; and (ii) if not described in clause (i) above,
shall be held by the Indenture Trustee in the State of New York separate and
apart from all other property held by the Indenture Trustee. Notwithstanding
any other provision of this Indenture, the Indenture Trustee shall not hold any
Collateral through an agent except as expressly permitted by this Section 8.17
and Section 4.03(c).  Each
term used in this Section 8.17 and defined in the New York UCC
shall have the meaning set forth in the New York UCC.


 


Section 8.18                                Appointment of Co-Indenture Trustee or
Separate Indenture Trustee.


 


(a)
Notwithstanding any other provisions of this Indenture, at any time, for the
purpose of meeting any legal requirement of any jurisdiction in which any part
of the Collateral may at the time be located, the Indenture Trustee shall have
the power and may execute and deliver all instruments to appoint one or more
Persons to act as a co-trustee or co-trustees, or separate trustee or separate
trustees, of all or any part of the Collateral, and to vest in such Person or
Persons, in such capacity and for the benefit of the Noteholders and (only to
the extent expressly provided herein) the Master Owner Trust
Certificateholders, such title to the Collateral, or any part thereof, and,
subject to the other provisions of this Section 8.18, such powers,
duties, obligations, rights and trusts as the Indenture Trustee may consider
necessary or desirable.  No co-trustee
or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.09 and no notice
to Noteholders of the appointment of any co-trustee or separate trustee shall
be required under Section 8.10.


 


(b)
Every 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 Indenture Trustee shall be conferred or imposed
upon and exercised or performed by the Indenture 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 Indenture 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 performed the
Indenture Trustee shall be incompetent or


 


57

















 


unqualified
to perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Collateral 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
Indenture Trustee;


 


(ii)                                  no trustee hereunder shall be personally
liable by reason of any act or omission of any other trustee hereunder; and


 


(iii)                               the Indenture Trustee 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 Indenture 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 Indenture and the conditions of this Article VIII.  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
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. 
Every such instrument shall be filed with the Indenture Trustee.


 


(d)
Any separate trustee or co-trustee may at any time constitute the Indenture
Trustee, 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
Indenture 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 Indenture Trustee, to the
extent permitted by law, without the appointment of a new or successor trustee.


 


ARTICLE IX


NOTEHOLDERS’
MEETINGS, LISTS, REPORTS BY INDENTURE TRUSTEE, ISSUER

AND MASTER OWNER TRUST BENEFICIARY


 


Section 9.01                                Issuer To Furnish Indenture Trustee Names and
Addresses of Noteholders.
The Issuer will furnish or cause to be furnished to the Indenture Trustee:


 


(a)
not more than fifteen (15) days after each Note Record Date, in each year in
such form as the Indenture Trustee may reasonably require, a list of the names,
addresses and taxpayer identification numbers of the Registered Noteholders of
such series or classes as of such date, provided, however, that so long
as the Indenture Trustee is the Note Registrar, no such list shall be required
to be furnished; and


 


(b)
at such other times as the Indenture Trustee may request in writing, within
thirty (30) days after the receipt by the Issuer of any such request, a list of
similar form and content as of a date not more than fifteen (15) days before
the time such list is furnished, provided, however, that so long as the
Indenture Trustee is the Note Registrar, no such list shall be required to be
furnished.


 


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Section 9.02                                Preservation of Information; Communications
to Noteholders.


 


(a)
The Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Noteholders contained in the most
recent list furnished to the Indenture Trustee as provided in Section 9.01
and the names, addresses and taxpayer identification numbers of the Noteholders
received by the Indenture Trustee in its capacity as the Note Registrar.  The Indenture Trustee may destroy any list
furnished to it as provided in Section 9.01 upon receipt of a new
list so furnished.


 


(b)
The Noteholders may communicate, pursuant to Section 312(b) of the Trust
Indenture Act, with other Noteholders with respect to their rights under this
Indenture or under the Notes.


 


(c)
The Issuer, the Indenture Trustee and the Note Registrar shall have the
protection of Section 312(c) of the Trust Indenture Act.


 


Section 9.03                                Reports
by Indenture Trustee.  If required
by Section 313(a) of the Trust Indenture Act, within sixty (60) days after
each February 1 beginning with February 1, 2005, the Indenture
Trustee shall mail to each Noteholder as required by Section 313(c) of the
Trust Indenture Act a brief report dated as of such date that complies with
Section 313(a) of the Trust Indenture Act.  The Indenture Trustee shall also comply with Section 313(b)
of the Trust Indenture Act.  A copy of
each report at the time of its mailing to the Noteholders shall be filed by the
Indenture Trustee with the Commission and each stock exchange, if any, on which
the Notes are listed.  The Issuer shall
notify the Indenture Trustee if and when the Notes are listed on a stock
exchange.


 


Section 9.04                                Meetings of Noteholders; Amendments and
Waivers.


 


(a)
Except for any consent that must be given by the Holders of each Outstanding
Note affected or any action to be taken by the Issuer as holder of the
Collateral Certificate, any resolution presented at any meeting at which a
quorum is present may be adopted by the affirmative vote of the Majority
Holders of that series or class, as the case may be. For any vote, request,
demand, authorization, direction, notice, consent, waiver or other action
provided by the Series Supplement to be given or taken by the holder of the Collateral
Certificate, any resolution presented at any meeting at which the Majority
Holders of all Outstanding Notes is present may be adopted by the affirmative
vote of the Majority Holders of all Outstanding Notes. However, any resolution
with respect to any consent, waiver, request, demand, notice, authorization,
direction or other action which may be given by the Holders of not less than a
specified percentage in aggregate Outstanding Principal Amount of Outstanding
Notes of a series or class or all Notes may be adopted at any meeting at which
a quorum is present only by the affirmative vote of the Holders of not less
than the specified percentage in aggregate Outstanding Principal Amount of the
Outstanding Notes of that series or class or all Outstanding Notes, as the case
may be. Any resolution passed or decision taken at any meeting of Noteholders
duly held in accordance with this Indenture will be binding on all Noteholders
of the affected series or class.


 


(b)
The quorum at any meeting will be persons holding or representing the Majority
Holders of a series or class or all Notes, as the case may be; provided,
however, that if


 


59

















 


any action is to be taken at that meeting concerning a consent, waiver,
request, demand, notice, authorization, direction or other action that may be
given by the Holders of not less than a specified percentage in aggregate
Outstanding Principal Amount of the Outstanding Notes of a series or class or
all Notes, as applicable, the persons holding or representing such specified
percentage in aggregate Outstanding Principal Amount of the Outstanding Notes
of such series or class or all Notes will constitute a quorum.


 


(c)
The ownership of Registered Notes will be proved by the Note Register.


 


(d)
The Issuer may make reasonable rules for other matters relating to action by or
a meeting of Noteholders not otherwise covered by this Section.


 


Section 9.05                                Reports
by Issuer to the Commission.  The
Issuer will:


 


(a)
file with the Indenture Trustee, within fifteen (15) days after the Issuer is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act; or, if the Issuer is not required to file information, documents
or reports pursuant to either of said Sections, then it will file with the
Indenture Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to
Section 13 of the Securities Exchange Act in respect of a security listed
and registered on a national securities exchange as may be prescribed from time
to time in such rules and regulations;


 


(b)
file with the Indenture Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Issuer
with the conditions and covenants of this Indenture as may be required from
time to time by such rules and regulations; and


 


(c)
supply to the Indenture Trustee (and the Indenture Trustee shall transmit by
mail to all Noteholders described in TIA § 313(c)) such summaries of any
information, documents and reports required to be filed by the Issuer pursuant
to clauses (a) and (b) of this Section 9.05 as may be
required by rules and regulations prescribed from time to time by the
Commission.


 


Delivery
of such reports, information and documents to the Indenture Trustee under this Section 9.05
is for informational purposes only and the Indenture Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein
or determinable from information contained therein, including the Issuer’s
compliance with any of its covenants hereunder.


 


Section 9.06                                Reports
by Indenture Trustee to Issuer. The Indenture Trustee will report to the
Issuer with respect to the amount on deposit in the Accounts, and the identity
of the


 


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investments included therein, as the Issuer may from time to time
reasonably request which, absent the occurrence of an Event of Default
hereunder, will not occur more often than monthly.


 


Section 9.07                                Distributions
and Reports to Noteholders. Distributions shall be made too, and reports
shall be provided to, the Noteholders as set forth in the applicable Indenture
Supplement.  The identity of the
Noteholders with respect to distributions and reports shall be determined
according to the immediately preceding Note Record Date.


 


ARTICLE X


INDENTURE
SUPPLEMENTS; AMENDMENTS TO THE POOLING AND SERVICING

AGREEMENT AND AMENDMENTS TO THE TRUST AGREEMENT


 


Section 10.01                          Supplemental
Indentures Without Consent of Noteholders. Without the consent of the
Holders of any Notes but with prior notice to each Note Rating Agency, the
Issuer and the Indenture Trustee, at any time and from time to time, upon
delivery of the Tax Opinions and upon delivery by the Issuer to the Indenture
Trustee of an Officer’s Certificate to the effect that the Servicer reasonably
believes that such amendment will not have a material adverse effect on the
interests of the Noteholders and is not reasonably expected to have material
adverse effect on the interests of the Noteholders at any time in the future,
may amend this Indenture or any Indenture Supplement or enter into one or more
supplemental Indentures hereto or thereto, in form satisfactory to the
Indenture Trustee, for any of the following purposes:


 


(a)
to add to the covenants of the Issuer, or to surrender any right or power
herein conferred upon the Issuer for the benefit of the Holders of the Notes of
any or all series or classes (and if such covenants or the surrender of such
right or power are to be for the benefit of less than all series or classes of
Notes, stating that such covenants are expressly being included or such
surrenders are expressly being made solely for the benefit of one or more
specified series or classes); or


 


(b)
to cure any ambiguity, to correct or supplement any provision herein which may
be inconsistent with any other provision herein or in any Indenture Supplement,
or to make any other provisions with respect to matters or questions arising
under this Indenture; or


 


(c)
to add to this Indenture such provisions as may be expressly permitted by the
Trust Indenture Act, excluding, however, the provisions referred to in
Section 3.16(a)(2) of the Trust Indenture Act as in effect at the date as
of which this Indenture was executed or any corresponding provision in any
similar federal statute hereafter enacted; or


 


(d)
to establish any form of Note, as provided in Article II, and to
provide for the issuance of any series or class of Notes as provided in Article III
and to set forth the terms thereof, and/or to add to the rights of the Holders
of the Notes of any series or class; or


 


(e)
to evidence and provide for the acceptance of appointment by another
corporation as a successor Indenture Trustee hereunder with respect to one or
more series or classes of Notes and to add to or change any of the provisions
of this Indenture as will be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Indenture Trustee,
pursuant to Sections 8.10 and 8.18; or


 


61

















 


(f)
to add any additional Early Redemption Events or Events of Default in respect
of the Notes of any or all series or classes (and if such additional Events of
Default are to be in respect of less than all series or classes of Notes,
stating that such Events of Default are expressly being included solely for the
benefit of one or more specified series or classes); or


 


(g)
to provide for the consolidation of the Master Trust and the Issuer into a
single Entity or the transfer of assets in the Master Trust to the Issuer after
the termination of all series of Investor Certificates (other than the
Collateral Certificate); or


 


(h)
if the Collateral Certificate is the only Outstanding Investor Certificate
issued by the Master Trust, to dissolve the Master Trust and terminate the
Pooling and Servicing Agreement, permit the Issuer to acquire the Dealer Notes
directly and enter into a sale and servicing agreement that contains, to the
extent applicable, the sale and servicing provisions of the Pooling and
Servicing Agreement and amend all documents to reflect the direct ownership of
the Dealer Notes by the Issuer.


 


Additionally,
notwithstanding any provision of this Article X to the contrary, this
Indenture or any Indenture Supplement may be amended without the consent of the
Indenture Trustee or any of the Noteholders, upon delivery of the Tax Opinions,
for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or any Indenture
Supplement or of modifying in any manner the rights of the Holders of the Notes
under this Indenture or any Indenture Supplement; provided, however, that (i)
the Issuer shall deliver to the Indenture Trustee and the Master Owner Trust
Trustee an Officer’s Certificate to the effect that the Servicer reasonably
believes that such amendment will not have a material adverse effect on the
interests of the Noteholders and is not reasonably expected to have a material
adverse effect on the interests of the Noteholders at any time in the future
and (ii) the Note Rating Agencies have provided written confirmation that such
amendment satisfies any Note Rating Agency Condition.


 


Section 10.02                          Supplemental
Indentures with Consent of Noteholders. With prior notice to each
applicable Note Rating Agency and the consent of not less than 50% in
Outstanding Principal Amount of each series of notes affected by such amendment
of this Indenture or any Indenture Supplement or any supplemental Indenture
hereto or thereto, by Act of said Holders delivered to the Issuer and the
Indenture Trustee, the Issuer and the Indenture Trustee, upon delivery of the
Tax Opinions, may enter into an amendment of this Indenture or such Indenture Supplement
for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or any Indenture
Supplement or of modifying in any manner the rights of the Holders of the Notes
of each such series or class under this Indenture or any Indenture Supplement; provided,
however, that no such amendment or supplemental Indenture will, without the
consent of the Holder of each Outstanding Note affected thereby:


 


(a)
change the scheduled Transfer Date of any payment of interest on any Note, or
change an Expected Principal Payment Date or Legal Final Maturity Date of any
Note;


 


62

















 


(b)
reduce the Stated Principal Amount of, or the interest rate on any Note, or
change the method of computing the Outstanding Principal Amount or the Nominal
Liquidation Amount in a manner that is adverse to the Holder of any Note;


 


(c)
reduce the amount of a Discount Note payable upon the occurrence of an Early
Redemption Event or other optional or mandatory redemption or upon the
acceleration of its maturity;


 


(d)
impair the right to institute suit for the enforcement of any payment on any
Note;


 


(e)
reduce the percentage in Outstanding Principal Amount of the Outstanding Notes
of any series or class, the consent of whose Holders is required for any such
Indenture Supplement, or the consent of whose Holders is required for any
waiver of compliance with the provisions of this Indenture or of defaults
hereunder and their consequences, provided for in this Indenture;


 


(f)
modify any of the provisions of this Section or Section 7.15,
except to increase any percentage of Holders required to consent to any such
amendment or to provide that other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding Note
affected thereby;


 


(g)
permit the creation of any lien or other encumbrance on the Collateral that
secures any class of Notes that is prior to the lien in favor of the Holders of
the Notes of such class;


 


(h)
change any Place of Payment where any principal of, or interest on, any Note is
payable, unless otherwise provided in the applicable Indenture Supplement;


 


(i)
change the method of computing the amount of principal of, or interest on, any
Note on any date; or


 


(j)
make any other amendment not permitted by Section 10.01.


 


An
amendment of this Indenture or an Indenture Supplement which changes or
eliminates any covenant or other provision of this Indenture which has
expressly been included solely for the benefit of one or more particular series
or class of Notes, or which modifies the rights of the Holders of Notes of such
series or class with respect to such covenant or other provision, will be
deemed not to affect the rights under this Indenture of the Holders of Notes of
any other series or class.


 


It
will not be necessary for any Act of Noteholders under this Section to
approve the particular form of any proposed amendment or supplemental
Indenture, but it will be sufficient if such Act will approve the substance
thereof.


 


Promptly
after amendment pursuant to this Section 10.02 is complete, the
Indenture Trustee shall provide written notice to the Noteholders of such
amendment.


 


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Section 10.03                          Execution
of Indenture Supplements. In executing or accepting the additional trusts
created by any amendment of this Indenture or Indenture Supplement or any
supplemental Indenture hereto or thereto permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Indenture
Trustee will be provided with, and (subject to Section 8.01) will
be fully protected in relying upon, a Master Owner Trust Tax Opinion stating
that the execution of such amendment or supplemental Indenture is authorized or
permitted by this Indenture and that all conditions precedent thereto have been
satisfied. The Indenture Trustee may, but will not (except to the extent
required in the case of an amendment or supplemental Indenture entered into under
Section 10.01(d) or 10.01(f)) be obligated to, enter into
any such amendment or supplemental Indenture which affects the Indenture
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 10.04                          Effect
of Indenture Supplements. Upon the execution of any amendment of this
Indenture or Indenture Supplement or any supplemental Indenture under this
Article, this Indenture will be modified in accordance therewith with respect
to each series or class of Notes affected thereby, or all Notes, as the case
may be, and such amendment or supplemental Indenture will form a part of this
Indenture for all purposes; and every Holder of Notes theretofore or thereafter
authenticated and delivered hereunder will be bound thereby to the extent
provided therein.


 


Section 10.05                          Conformity
with Trust Indenture Act. Every amendment of this Indenture or Indenture
Supplement or any supplemental Indenture executed pursuant to this
Article will conform to the requirements of the Trust Indenture Act as then
in effect.


 


Section 10.06                          Reference
in Notes to Indenture Supplements. Notes authenticated and delivered after
the execution of any amendment of this Indenture or Indenture Supplement or any
supplemental Indenture pursuant to this Article may, and will, if required
by the Indenture Trustee, bear a notation in form approved by the Indenture
Trustee as to any matter provided for in such amendment or supplemental
Indenture. If the Issuer will so determine, new Notes so modified as to
conform, in the opinion of the Indenture Trustee and the Issuer, to any such
amendment or supplemental Indenture may be prepared and executed by the Issuer
and authenticated and delivered by the Indenture Trustee in exchange for
Outstanding Notes.


 


Section 10.07                          Amendments
to the Pooling and Servicing Agreement. By their acceptance of a Note, the
Noteholders acknowledge that the Pooling and Servicing Agreement may be amended
only pursuant to Section 13.01 thereof.


 


For
purposes of any vote or consent under the Pooling and Servicing Agreement or
any supplement thereto:


 


(i)                                     that requires the consent or vote of each
Investor Certificateholder, each Noteholder will be treated as an Investor
Certificateholder under the Pooling and Servicing Agreement and any related
supplement thereto;


 


(ii)                                  that requires the consent or vote of any
series of Investor Certificates, each series of Notes will be treated as a
series of Investor Certificates


 


64

















 


under
the Pooling and Servicing Agreement and any related supplement thereto; and


 


(iii)                               that requires the consent or vote of any
class of Investor Certificates, each class of Notes will be treated as a class
of Investor Certificates under the Pooling and Servicing Agreement and any
related supplement thereto.


 


Section 10.08                          Amendments
to the Master Owner Trust Agreement. 
By their acceptance of a Note, the Noteholders acknowledge that the
Trust Agreement may be amended only pursuant to Sections 8.1 and 8.2
thereof.


 


Section 10.09                          Notice.
If the Indenture Trustee, as holder of the Collateral Certificate for the
benefit of the Noteholders, receives a request for a consent to any amendment,
modification, waiver or supplement under this Indenture, the Pooling and
Servicing Agreement, the Master Owner Trust Agreement or other document
contemplated herein, the Indenture Trustee will forthwith provide notice of
such proposed amendment, modification, waiver or supplement, as provided in
this Section 10.09, to each Noteholder as of such date that is
entitled to vote on a consent to such matter and to each Note Rating Agency.
The Indenture Trustee will request from such Noteholders directions as to (i)
whether or not the Indenture Trustee should take or refrain from taking any
action which the holder of the Collateral Certificate has the option to direct,
(ii) whether or not to give or execute any waivers, consents, amendments,
modifications or supplements as a holder of such Collateral Certificate and
(iii) the casting of any vote with respect to the Collateral Certificate or the
Noteholders of a series or class if a vote has been called for with respect
thereto; provided, that, in directing any action or casting any vote or giving
any consent as the holder of the Collateral Certificate, the Indenture Trustee
will vote or consent with respect to such Collateral Certificate the applicable
series or class, as the case may be, in the same proportion as the Notes were
actually voted by Holders thereof as notified by such Noteholders to the
Indenture Trustee at least two (2) Business Days before the Indenture Trustee
takes such action or casts such vote or gives such consent.


 


ARTICLE XI


REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE ISSUER AND THE

PAYING AGENT


 


Section 11.01                          Payment
of Principal and Interest. With respect to each series or class of Notes,
the Issuer will duly and punctually pay the principal of and interest on such
Notes in accordance with their terms, this Indenture and any applicable
Indenture Supplement and will duly comply with all the other terms, agreements
and conditions contained in, or made in this Indenture and any applicable
Indenture Supplement for the benefit of, the Notes of such series or class in
all material respects.


 


Section 11.02                          Maintenance
of Office or Agency. The Issuer will maintain an office, agency or Paying
Agent in each Place of Payment where Notes may be presented or surrendered for
payment, where Notes may be surrendered for transfer or exchange and where
notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer will give prompt written notice to the
Indenture Trustee of the location, and of any change in the location, of such
office or agency. If at any time the Issuer will fail to maintain such office


 


65

















 


or agency or will fail to furnish the Indenture Trustee with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the Indenture Trustee Corporate Trust Office of the Indenture
Trustee, and the Issuer hereby appoints the Indenture Trustee its agent to
receive all such presentations, surrenders, notices and demands.


 


Section 11.03                          Money
for Note Payments to be Held in Trust. The Paying Agent, on behalf of the
Indenture Trustee, will make distributions to Noteholders from the Deposit
Accounts or other applicable Account pursuant to the provisions of Article V
of this Indenture or any Indenture Supplement and will report the amounts of
such distributions to the Indenture Trustee. Any Paying Agent will have the
revocable power to withdraw funds from the Deposit Accounts or other applicable
Account for the purpose of making the distributions referred to above. The
Indenture Trustee may revoke such power and remove the Paying Agent if the
Indenture Trustee determines in its sole discretion that the Paying Agent has
failed to perform its obligations under this Indenture or any Indenture
Supplement in any material respect. The Paying Agent upon removal will return
all funds in its possession to the Indenture Trustee.


 


The
Issuer will cause each Paying Agent (other than the Indenture Trustee) for any
series or class of Notes to execute and deliver to the Indenture Trustee an
instrument in which such Paying Agent will agree with the Indenture Trustee
(and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to
the provisions of this Section, that such Paying Agent will:


 


(a)
hold all sums held by it for the payment of principal of or interest on Notes
of such series or class in trust for the benefit of the Persons entitled
thereto until such sums will be paid to such Persons or otherwise disposed of
as herein provided;


 


(b)
if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee
notice of any default by the Issuer (or any other obligor upon the Notes of
such series or class) in the making of any such payment of principal or
interest on the Notes of such series or class;


 


(c)
if such Paying Agent is not the Indenture Trustee, at any time during the
continuance of any such default, upon the written request of the Indenture
Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by
such Paying Agent;


 


(d)
immediately resign as a Paying Agent and, if such Paying Agent is not the
Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it
in trust for the payment of Notes if at any time it ceases to meet the
standards described in this Section required to be met by a Paying Agent
at the time of its appointment; and


 


(e)
comply with all requirements of the Internal Revenue Code with respect to the
withholding from any payments made by it on any Notes of any applicable
withholding taxes imposed thereon and with respect to any applicable reporting
requirements in connection therewith.


 


The
Issuer may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture with respect to any series or class of Notes or for
any other purpose, pay, or by an Officer’s Certificate direct any Paying Agent
to pay, to the Indenture Trustee all sums held in trust by the Issuer or such
Paying Agent in respect of each and every series or class of Notes as to which
it seeks to discharge this Indenture or, if for any other purpose, all sums so
held in trust


 


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by the Issuer in respect of all Notes, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which such sums were held
by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent
to the Indenture Trustee, such Paying Agent will be released from all further
liability with respect to such money.


 


Any
money deposited with the Indenture Trustee or any Paying Agent, or then held by
the Issuer, in trust for the payment of the principal of or interest on any
Note of any series or class and remaining unclaimed for two years after such
principal or interest has become due and payable will be paid to the Issuer
upon request in an Officer’s Certificate, or (if then held by the Issuer) will be
discharged from such trust; and the Holder of such Note will thereafter, as an
unsecured general creditor, look only to the Issuer for payment thereof, and
all liability of the Indenture Trustee or such Paying Agent with respect to
such trust money, and all liability of the Issuer as trustee thereof, will
thereupon cease. The Indenture Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Issuer give
notice to the Holders of the Notes as to which the money to be repaid was held
in trust, as provided in Section 10.09, a notice that such funds
remain unclaimed and that, after a date specified in the notice, which will not
be less than thirty (30) days from the date on which the notice was first
mailed or published to the Holders of the Notes as to which the money to be
repaid was held in trust, any unclaimed balance of such funds then remaining
will be paid to the Issuer free of the trust formerly impressed upon it.


 


The
Issuer initially authorizes JPMorgan Chase Bank to act as Paying Agent for the
Notes on its behalf. The Issuer may at any time and from time to time authorize
one or more Persons (including the Indenture Trustee) to act as Paying Agent in
addition to or in place of the Indenture Trustee with respect to any series or
class of Notes issued under this Indenture.


 


Each
Paying Agent will at all times be subject to the eligibility criteria
applicable to the Indenture Trustee specified in Sections 8.08 and 8.09.


 


Section 11.04                          Statement
as to Compliance. The Issuer will deliver to the Indenture Trustee and the
Note Rating Agencies, on or before April 15th of each year or
within ten Business Days of the Issuer’s discovery of an event discussed in
this Section 11.04, beginning in 2005, a written statement signed by an
Issuer Authorized Officer stating that:


 


(a)
in the course of the performance by the signer of his duties as officer of the
Issuer he would normally obtain knowledge of a breach of any of the Issuer’s
covenants contained in this Agreement; and


 


(b)
whether he has obtained knowledge of any such breach of covenant, and, if so,
specifying each such breach of covenant of which the signer has knowledge and
the nature thereof.


 


Section 11.05                          Legal
Existence. The Issuer will do or cause to be done all things necessary to
preserve and keep in full force and effect its legal existence, and will obtain
and preserve its qualification to do business in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and enforceability
of this Indenture, the Notes, the Collateral and each other related instrument
or agreement.


 


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Section 11.06                          Further
Instruments and Acts. Upon request of the Indenture Trustee, the Issuer
will execute and deliver such further instruments and do such further acts as
may be reasonably necessary or proper to carry out more effectively the purpose
of this Indenture.


 


Section 11.07                          Compliance
with Laws. The Issuer will comply with the requirements of all applicable
laws, the noncompliance with which would, individually or in the aggregate,
materially and adversely affect the ability of the Issuer to perform its
obligations under the Notes or this Indenture.


 


Section 11.08                          Notice
of Events of Default. The Issuer agrees to give the Indenture Trustee and
the Note Rating Agencies  prompt written
notice of each Event of Default hereunder and each default on the part of the
Master Trust, the Servicer or the Seller of its respective obligations under
the Pooling and Servicing Agreement and any default of a Enhancement Provider.


 


Section 11.09                          Certain
Negative Covenants. The Issuer will not:


 


(a)
claim any credit on, or make any deduction from the principal or interest
payable in respect of, the Notes (other than amounts withheld in good faith
from such payments under the Internal Revenue Code or other applicable tax law)
or assert any claim against any present or former Noteholder by reason of the
payment of any taxes levied or assessed on any part of the Collateral;


 


(b)
sell, transfer, exchange, or otherwise dispose of any part of the Collateral
unless directed to do so by the Indenture Trustee, except as expressly
permitted by this Indenture, any Indenture Supplement, or the Trust Agreement;


 


(c)
permit the validity or effectiveness of this Indenture to be impaired, or
permit the lien in favor of the Indenture Trustee, the Noteholders and any
applicable Enhancement Provider created by this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to
be released from any covenants or obligations with respect to the Notes under
this Indenture except as may be expressly permitted hereby;


 


(d)
permit any lien, charge, excise, claim, security interest, mortgage or other
encumbrance (other than the lien in favor of the Indenture Trustee, the
Noteholders and any applicable Enhancement Provider created by this Indenture)
to be created on or extend to or otherwise arise upon or burden the Collateral
or any part thereof or any interest therein or the proceeds thereof; or


 


(e)
permit the lien in favor of the Indenture Trustee, the Noteholders and any
applicable Enhancement Provider created by this Indenture not to constitute a
valid first priority security interest (other than with respect to a tax,
mechanics, or similar lien) in the Collateral; or


 


(f)
voluntarily dissolve or liquidate in whole or in part.


 


Section 11.10                          No
Other Business. The Issuer will not engage in any business other than as
permitted under the Master Owner Trust Agreement.


 


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Section 11.11                          No
Borrowing. The Issuer will not issue, incur, assume, guarantee or otherwise
become liable, directly or indirectly, for any indebtedness for borrowed money
except for the Notes.


 


Section 11.12                          Rule
144A Information. For so long as any of the Notes of any series or class
are “restricted securities” within the meaning of Rule 144(a)(3) under the
Securities Exchange Act, the Issuer agrees to provide to any Noteholder of such
series or class and to any prospective purchaser of Notes designated by such
Noteholder, upon the request of such Noteholder or prospective purchaser, any
information required to be provided to such Holder or prospective purchaser to
satisfy the conditions set forth in Rule 144A(d)(4) under the Securities
Exchange Act.


 


Section 11.13                          Performance of Obligations.


 


(a)
The Issuer will not take any action and will use its best efforts not to permit
any action to be taken by others that would release any Person from any of such
Person’s material covenants or obligations under any instrument or agreement
included in the Collateral or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument or agreement, except as
expressly provided in this Indenture, the Master Owner Trust Agreement or such
other instrument or agreement.


 


(b)
The Issuer will punctually perform and observe all of its obligations and
agreements contained in this Indenture, any Indenture Supplement, the Master
Owner Trust Agreement and in the instruments and agreements relating to the
Collateral, including but not limited to filing or causing to be filed all UCC
financing statements and continuation statements required to be filed by the
terms of this Indenture and the Master Owner Trust Agreement in accordance with
and within the time periods provided for herein and therein. Except as
otherwise expressly provided herein or therein, the Issuer shall not waive,
amend, modify, supplement or terminate this Indenture, any Indenture Supplement
or the Master Owner Trust Agreement or any provision thereof without the
consent of the Holders of a majority of the Outstanding Amount of the Notes of
each adversely affected series or class. The Issuer may contract with other
Persons to assist it in performing its duties under this Indenture, and any
performance of such duties by a Person identified to the Indenture Trustee in
an Officer’s Certificate of the Issuer shall be deemed to be action taken by
the Issuer. Initially, the Issuer has contracted with the Administrator to
assist the Issuer in performing its duties under this Indenture.


 


(c)
Without derogating from the absolute nature of the assignment granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
the Issuer agrees (i) that it will not, without the prior written consent of
the Indenture Trustee and a majority in Outstanding Amount of the Notes of each
affected series or class, amend, modify, waive, supplement, terminate or
surrender, or agree to any amendment, modification, supplement, termination,
waiver or surrender of, the terms of any Collateral (except to the extent
otherwise provided in the Issuer Documents), or waive timely performance or
observance by the Servicer of its obligations under the Pooling and Servicing
Agreement; and (ii) that any such amendment, modification, waiver, supplement,
termination or surrender shall not (A) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of payments


 


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on the Dealer Notes or distributions that are required to be made for
the benefit of the Noteholders or (B) reduce the aforesaid percentage of the
Notes that is required to consent to any such amendment, modification, waiver,
supplement, termination or surrender without the consent of the Holders of all
the Outstanding Notes. If any such amendment, modification, waiver, supplement,
termination or surrender shall be so consented to by the Indenture Trustee and
such Noteholders, the Issuer agrees to execute and deliver, in its own name and
at its own expense, such agreements, instruments, consents and other documents
as are necessary or appropriate in the circumstances.


 


Section 11.14                          Issuer May Consolidate, Etc., Only on Certain
Terms.


 


(a)
The Issuer shall not consolidate or merge with or into any other Person,
unless:


 


(i)                                     the Person (if other than the Issuer) formed
by or surviving such consolidation or merger (i) shall be a Person organized
and existing under the laws of the United States of America or any state or the
District of Columbia, (ii) shall not be subject to regulation as an “investment
company” under the Investment Company Act and (iii) shall expressly assume, by
an Indenture Supplement, executed and delivered to the Indenture Trustee, in a
form satisfactory to the Indenture Trustee, the due and punctual payment of the
principal of and interest on all Notes and the performance of every covenant of
this Indenture on the part of the Issuer to be performed or observed;


 


(ii)                                  immediately after giving effect to such
transaction, no Event of Default or Early Redemption Event shall have occurred
and be continuing;


 


(iii)                               the Issuer shall have delivered to the
Indenture Trustee an Officer’s Certificate and a Master Owner Trust Opinion of
Counsel each stating that (i) such consolidation or merger and such Indenture
Supplement comply with this Section 11.14, (ii) all conditions
precedent in this Section 11.14 relating to such transaction have
been complied with (including any filing required by the Securities Exchange
Act), and (iii) such Indenture Supplement is duly authorized, executed and
delivered and is valid, binding and enforceable against such person;


 


(iv)                              the Issuer shall have received written
confirmation from each Note Rating Agency that any Note Rating Agency Condition
is satisfied with respect to any Outstanding Notes as a result of such
consolidation or merger;


 


(v)                                 the Issuer shall have received a Master Owner
Trust Tax Opinion (and shall have delivered copies thereof to the Indenture
Trustee);


 


(vi)                              any action that is necessary to maintain the
lien and security interest created by this Indenture shall have been taken; and


 


(vii)                           such action shall not be contrary to the
status of the Issuer as a qualified special purpose entity under existing
accounting literature.


 


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Provided,
however, that the
preceding subsection (a) shall not apply to the consolidation or
merger of the Issuer and the Master Trust.


 


(b)
The Issuer shall not convey or transfer any of its properties or assets,
including those included in the Collateral, substantially as an entirety to any
Person, unless:


 


(i)                                     the Person that acquires by conveyance or
transfer the properties and assets of the Issuer the conveyance or transfer of
which is hereby restricted (the “Acquiring Person”) shall (A) be a
United States citizen or a Person organized and existing under the laws of the
United States of America or any state, or the District of Columbia, (B)
expressly assume, by an Indenture Supplement, executed and delivered to the
Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and
punctual payment of the principal of and interest on all Notes and the
performance or observance of every agreement and covenant of this Indenture on
the part of the Issuer to be performed or observed, all as provided herein, (C)
expressly agree by means of such Indenture Supplement that all right, title and
interest so conveyed or transferred shall be subject and subordinate to the
rights of Holders of the Notes, (D) unless otherwise provided in such Indenture
Supplement, expressly agree to indemnify, defend and hold harmless the Issuer
against and from any loss, liability or expense arising under or related to
this Indenture and the Notes, (E) expressly agree by means of such Indenture
Supplement that such Person (or if a group of Persons, then one specified Person)
shall make all filings with the Commission (and any other appropriate Person)
required by the Securities Exchange Act in connection with the Notes and (F)
not be an “investment company” as defined in the Investment Company Act;


 


(ii)                                  immediately after giving effect to such
transaction, no Event of Default or Early Redemption Event shall have occurred
and be continuing;


 


(iii)                               the Issuer shall have received written
confirmation from each Note Rating Agency that any Note Rating Agency Condition
is satisfied with respect to any Outstanding Notes as a result of such
conveyance or transfer;


 


(iv)                              the Issuer shall have received a Master Owner
Trust Tax Opinion (and shall have delivered copies thereof to the Indenture
Trustee);


 


(v)                                 any action that is necessary to maintain the
lien and security interest created by this Indenture shall have been taken; and


 


(vi)                              the Issuer shall have delivered to the
Indenture Trustee an Officer’s Certificate and a Master Owner Trust Opinion of
Counsel each stating that such conveyance or transfer and such Indenture
Supplement comply with this Section 11.14, the Indenture Supplement
is duly authorized, executed and delivered and is valid, binding and
enforceable against the Acquiring Person and that all conditions precedent herein
provided for relating to such transaction have


 


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been
complied with (including any filing required by the Securities Exchange Act).


 


Section 11.15                          Successor
Substituted. Upon any consolidation or merger, or any conveyance or
transfer of the properties and assets of the Issuer substantially as an
entirety in accordance with Section 11.14 hereof, the Person formed
by or surviving such consolidation or merger (if other than the Issuer) or the
Person to which such conveyance or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such Person had been named as the
Issuer herein. In the event of any such conveyance or transfer, the Person
named as the Issuer in the first paragraph of this Indenture or any successor
which shall theretofore have become such in the manner prescribed in this Section 11.15
shall be released from its obligations under this Indenture as issued
immediately upon the effectiveness of such conveyance or transfer, provided
that the Issuer shall not be released from any obligations or liabilities to
the Indenture Trustee or the Noteholders arising prior to such effectiveness.
And such Indenture Supplement is duly authorized, executed and delivered and is
valid, binding and enforceable against such Acquiring Person.


 


Section 11.16                          Guarantees,
Loans, Advances and Other Liabilities. Except as contemplated by this
Indenture or the Master Owner Trust Agreement, the Issuer shall not make any
loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuring another’s payment or performance on
any obligation or capability of so doing or otherwise), endorse or otherwise
become contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire
(or agree contingently to do so) any stock, obligations, assets or securities of,
or any other interest in, or make any capital contribution to, any other
Person.


 


Section 11.17                          Capital
Expenditures. The Issuer shall not make any expenditure (by long-term or
operating lease or otherwise) for capital assets (either realty or personalty).


 


Section 11.18                          Restricted
Payments. The Issuer shall not, directly or indirectly, (i) pay any
dividend or make any distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the Master
Owner Trust Trustee or any owner of a beneficial interest in the Issuer or
otherwise with respect to any ownership or equity interest or security in or of
the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (iii)
set aside or otherwise segregate any amounts for any such purpose; provided,
however, that the Issuer may make, or cause to be made, (x) distributions as
contemplated by, and to the extent funds are available for such purpose under,
the Issuer Documents and (y) payments to the Indenture Trustee pursuant to Section 8.07
hereof. The Issuer will not, directly or indirectly, make payments to or
distributions from the Deposit Accounts except in accordance with this Indenture
or any Indenture Supplement.


 


Section 11.19                          Representations
and Warranties as to the Security Interest of the Indenture Trustee in the
Collateral Certificate. The Issuer makes the following representations and
warranties to the Indenture Trustee. The representations and warranties speak
as of the execution and delivery of this Indenture and as of the issuance date
of each series of Notes and shall


 


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survive the pledge of the Collateral Certificate to the Indenture
Trustee pursuant to this Indenture.


 


(a)
This Indenture creates a valid and continuing security interest (as defined in
the UCC) in the Collateral Certificate in favor of the Indenture Trustee, which
security interest is prior to all other liens and security interests, and is
enforceable as such as against creditors of and purchasers from the Issuer.


 


(b)
The Collateral Certificate constitutes a “certificated security” within the
meaning of Article 8 of the UCC.


 


(c)
The Issuer owns and has good and marketable title to the Collateral Certificate
free and clear of any lien, claim or encumbrance of any Person (other than the
Indenture Trustee).


 


(d)
The Issuer has caused or will have caused, within ten days after the date of
execution of this Indenture, the filing of all appropriate financing statements
in the proper filing office in the appropriate jurisdictions under applicable
law in order to perfect the security interest in the Collateral Certificate
granted to the Issuer hereunder.


 


(e)
Other than the security interest granted to the Indenture Trustee pursuant to
this Indenture, the Issuer has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed any of the Collateral Certificate. The
Issuer has not authorized the filing of and is not aware of any financing
statements against the Issuer that include a description of collateral covering
the Collateral Certificate other than any financing statement relating to the
security interest granted to the Indenture Trustee hereunder or that has been
terminated. The Issuer is not aware of any judgment or tax lien filings against
it.


 


(f)
The Issuer has caused the Collateral Certificate to be registered in the name
of the Indenture Trustee and has delivered the Collateral Certificate to the
Indenture Trustee.


 


Section 11.20                          Derivative
Instruments. If the Issuer enters into any interest rate swap or derivative
instrument (each, a “derivative instrument”) in connection with its
issuance of a series of Notes, such derivative instrument shall be entered into
at the time of issuance of such series of Notes, at the time of issuance shall
not have a notional amount in excess of the Stated Principal Amount of such
Notes and is not thereafter expected to exceed such Stated Principal Amount
Outstanding from time to time, shall not require the Issuer to make
discretionary decisions (other than decisions relating to the servicing of the
Dealer Notes) and shall have characteristics that relate to and are intended to
hedge (partly or fully) against some risk or risks related to such series of
Notes or the Dealer Notes or Eligible Investments.


 


Section 11.21                          Derivative Financial Instruments.


 


The
Issuer shall not hold any derivative financial instrument unless such
derivative financial instrument complies with the requirements of paragraph 40
of Statement of Financial Accounting Standards No. 140 issued by the Financial
Accounting Standards Board, including any interpretations thereof or any
successor regulations issued by the Financial Accounting Standards Board.


 


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ARTICLE XII


EARLY
REDEMPTION OF NOTES


 


Section 12.01                          Applicability
of Article. Unless otherwise specified in the applicable Indenture
Supplement related to a series or class of Notes, pursuant to the terms of this
Article, the Issuer will redeem and pay, provided that funds are available,
each affected series or class of Notes upon the occurrence of any Early
Redemption Event. Unless otherwise specified in the applicable Indenture Supplement
relating to a series or class of Notes, or in the form of Notes for such series
or class, the following are “Early Redemption Events:”


 


(a)
the occurrence of any Early Amortization Event as defined in the Pooling and
Servicing Agreement or as described in the Series Supplement;


 


(b)
the Issuer becomes an investment company within the meaning of the Investment
Company Act;


 


(c)
with respect to any series or class of Notes, any additional Early Redemption
Event specified in the Indenture Supplement for such series or class as
applying to such series or class.


 


The
redemption price of a class of Notes so redeemed will equal the Outstanding
Principal Amount of such class, plus accrued interest and unpaid, or in the
case of Discount Notes principal accreted but unpaid on those Notes, to but
excluding the date of redemption, the payment of which will be subject to Article V,
Article VII and the allocations, deposits and payments sections of
the related Indenture Supplement.


 


If
the Issuer is unable to pay the redemption price in full on the Payment Date
following the end of the Due Period in which the Early Redemption Event occurs,
monthly payments on such class of Notes will thereafter be made on each
following Business Day until the Outstanding Principal Amount of such class,
plus all accrued and unpaid interest, is paid in full or the Legal Final
Maturity Date occurs, whichever is earlier, subject to Article V, Article VII
and the allocations, deposits and payments provisions of the related Indenture
Supplement. Any funds in any Supplemental Account for a redeemed class will be
applied to make the principal and interest payments on that class on the
redemption date, subject to Article V, Article VII and
the allocations, deposits and payments sections of the related Indenture
Supplement. Principal payments on redeemed classes will be made in accordance
with the related Indenture Supplement.


 


Section 12.02                          Notice.
Promptly after the occurrence of any Early Redemption Event, the Issuer will
notify the Indenture Trustee and the Note Rating Agencies  in writing of the identity, Stated Principal
Amount and Outstanding Principal Amount of the affected series or class of
Notes to be redeemed. Notice of redemption will promptly be given as provided
in Section 10.09. All notices of redemption will state (a) the date
on which the redemption of the applicable series or class of Notes pursuant to
this Article will begin, which will be the Payment Date next following the
end of the Due Period in which the applicable Early Redemption Event occurs,
(b) the redemption price for such series or class of Notes, which will be equal
to the Outstanding Principal Amount of such series or class plus interest
accrued or principal accreted and unpaid (if


 


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any), the payment of which will be subject to Article V, Article VII
and the allocations, deposits and payments provisions of the related Indenture
Supplement and (c) the series or class of Notes to be redeemed pursuant to this
Article.


 


ARTICLE XIII


COLLATERAL


 


Section 13.01                          Recording, Etc.


 


(a)
The Issuer intends the Security Interest granted pursuant to this Indenture in
favor of the Indenture Trustee to be prior to all other liens in respect of the
Collateral. Subject to Section 13.03, the Issuer will take all
actions necessary to obtain and maintain a perfected lien on and security
interest in the Collateral in favor of the Indenture Trustee. The Issuer will
from time to time execute and deliver all such supplements and amendments hereto
and all such financing statements, continuation statements, instruments of
further assurance and other instruments, all as prepared by the Issuer, and
will take such other action necessary or advisable to:


 


(i)                                     grant a Security Interest more effectively in
all or any portion of the Collateral;


 


(ii)                                  maintain or preserve the Security Interest
(and the priority thereof) created by this Indenture or carry out more
effectively the purposes hereof;


 


(iii)                               perfect, publish notice of or protect the
validity of any grant made or to be made by this Indenture;


 


(iv)                              enforce the Collateral Certificate, the
Enhancement Agreements and each other instrument or agreement included in the
Collateral;


 


(v)                                 preserve and defend title to the Collateral
and the rights of the Indenture Trustee in such Collateral against the claims
of all persons and parties; or


 


(vi)                              pay all taxes or assessments levied or
assessed upon the Collateral when due.


 


(b)
The Issuer will from time to time promptly pay and discharge all financing and
continuation statement recording and/or filing fees, charges and taxes relating
to this Indenture, any amendments thereto and any other instruments of further
assurance. The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute upon the Issuer’s failure to do so, any financing
statement, continuation statement or other instrument required by the Indenture
Trustee pursuant to this Section.


 


(c)
Without limiting the generality of clause (a)(ii) or (a)(iii):


 


(i)                                     The Issuer will cause this Indenture, all
amendments and supplements hereto and/or all financing statements and
continuation statements


 


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and
any other necessary documents covering the Indenture Trustee’s right, title and
interest to the Collateral to be promptly recorded, registered and filed, and
at all times to be kept, recorded, registered and filed, all in such manner and
in such places as may be required by law fully to preserve and protect the
right, title and interest of the Indenture Trustee to all property comprising
the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped
copies of, or filing receipts for, any document recorded, registered or filed
as provided above, as soon as available following such recording, registration
or filing.


 


(ii)                                  Within 30 days after the Issuer makes any
change in its name, identity or corporate structure which would make any
financing statement or continuation statement filed in accordance with
paragraph (d)(i) seriously misleading within the meaning of Section 9-507
or 9-508 (or any comparable provision) of the UCC, the Issuer will give
the Indenture Trustee notice of any such change and will file such financing
statements or amendments as may be necessary to continue the perfection of the
Indenture Trustee’s security interest in the Collateral.


 


(d)
The Issuer will give the Indenture Trustee prompt notice of any relocation of
its chief executive office, place of business or State of location, and any
change in the jurisdiction of its organization, and whether, as a result of
such relocation or change, the applicable provision of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and will file such financing
statements or amendments as may be necessary to perfect or to continue the
perfection of the Indenture Trustee’s security interest in the Collateral. The
Issuer will at all times maintain its chief executive office within the United
States.


 


(e)
The duty of the Indenture Trustee to execute any instrument required pursuant
to this Section will arise only if the Indenture Trustee has knowledge of
the type described in Section 7.01(c) of any default of the Issuer
in complying with the provisions of this Section.


 


Section 13.02                          Trust
Indenture Act Requirements. The release of any Collateral from the lien
created by this Indenture or the release of, in whole or in part, such liens,
will not be deemed to impair the Security Interests in contravention of the
provisions hereof if and to the extent the Collateral or liens are released
pursuant to the terms hereof. The Indenture Trustee and each of the Noteholders
and any applicable Enhancement Provider acknowledge that a release of
Collateral or liens in accordance with the terms hereof will not be deemed for
any purpose to be an impairment of the Security Interests in contravention of
the terms of this Indenture. To the extent applicable, without limitation, the
Issuer and each other obligor on the Notes will cause Trust Indenture Act
Section 3.14(d) relating to the release of property or securities from the
liens hereof to be complied with. Any certificate or opinion required by Trust
Indenture Act Section 3.14(d) may be made by an officer of the appropriate
obligor, except in cases in which Trust Indenture Act Section 3.14(d)
requires that such certificate or opinion be made by an independent person.


 


Section 13.03                          Suits
To Protect the Collateral. Subject to the provisions of this Indenture, the
Indenture Trustee will have power to institute and to maintain such suits and
proceedings as


 


76

















 


it may deem expedient to prevent any impairment of the Collateral by
any acts which may be unlawful or in violation of this Indenture, and such
suits and proceedings as the Indenture Trustee may deem expedient to preserve
or protect the interests of the Noteholders and any applicable Enhancement
Provider and the interests of the Indenture Trustee and the Holders of the
Notes in the Collateral (including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative
or other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the Security Interests or be prejudicial to the
interests of the Holders of the Notes or the Indenture Trustee). No
counterparties to a Enhancement Agreement may direct the Indenture Trustee to
enforce the Security Interest. Each Enhancement Provider’s rights consist
solely of the right to receive collections allocated for its benefit pursuant
to the related Indenture Supplement.


 


Section 13.04                          Purchaser
Protected. In no event will any purchaser in good faith of any property
purported to be released hereunder be bound to ascertain the authority of the
Indenture Trustee to execute the release or to inquire as to the satisfaction
of any conditions required by the provisions hereof for the exercise of such
authority or to see to the application of any consideration given by such
purchaser or other transferee; nor will any purchaser or other transferee of
any property or rights permitted by this Article to be sold be under any
obligation to ascertain or inquire into the authority of the Issuer or any
other obligor, as applicable, to make any such sale or other transfer.


 


Section 13.05                          Powers
Exercisable by Receiver or Trustee. In case the Collateral shall be in the
possession of a receiver or trustee, lawfully appointed, the powers conferred
in this Article upon the Issuer or any other obligor, as applicable, with
respect to the release, sale or other disposition of such property may be
exercised by such receiver or trustee, and an instrument signed by such
receiver or trustee shall be deemed the equivalent of any similar instrument of
the Issuer or any other obligor, as applicable, or of any officer or officers
thereof required by the provisions of this Article.


 


Section 13.06                          Determinations
Relating to Collateral. In the event (i) the Indenture Trustee shall
receive any written request from the Issuer or any other obligor for consent or
approval with respect to any matter or thing relating to any Collateral or the
Issuer’s or any other obligor’s obligations with respect thereto or (ii) there
shall be due to or from the Indenture Trustee under the provisions hereof any
performance or the delivery of any instrument or (iii) the Indenture Trustee
shall become aware of any nonperformance by the Issuer or any other obligor of
any covenant or any breach of any representation or warranty of the Issuer or
any other obligor set forth in this Indenture, then, in each such event, the
Indenture Trustee shall be entitled to hire experts, consultants, agents and
attorneys to advise the Indenture Trustee on the manner in which the Indenture
Trustee should respond to such request or render any requested performance or
response to such nonperformance or breach (the expenses of which will be
reimbursed to the Agent and the Indenture Trustee pursuant to Section 8.07).
The Indenture Trustee will be fully protected in the taking of any action
recommended or approved by any such expert, consultant, agent or attorney or
agreed to by the Majority Holders of the Outstanding Notes.


 


77

















 


Section 13.07                          Release of Collateral.


 


(a)
Subject to the payment of its fees and expenses pursuant to Section 8.07,
the Indenture Trustee will, at the request of the Issuer or when otherwise
required by the provisions of this Indenture, execute instruments to release
property from the lien of this Indenture, or convey the Indenture Trustee’s
interest in the same, in a manner and under circumstances which are not
inconsistent with the provisions of this Indenture. No party relying upon an
instrument executed by the Indenture Trustee as provided in this
Article will be bound to ascertain the Indenture Trustee’s authority,
inquire into the satisfaction of any conditions precedent or see to the
application of any funds.


 


(b)
Upon delivery of an Officer’s Certificate certifying that the Issuer’s
obligations under this Indenture have been satisfied and discharged by
complying with the provisions of this Article, the Indenture Trustee will (i)
execute and deliver such releases, termination statements and other instruments
(in recordable form, where appropriate) as the Issuer or any other obligor, as
applicable, may reasonably request evidencing the termination of the Security
Interests created by this Indenture (ii) to the extent applicable, provide a
certificate or opinion required by Trust Indenture Act Section 3.14(d) and
(iii) not to be deemed to hold the Security Interests for the benefit of the
Indenture Trustee, the Noteholders and any applicable Enhancement Provider.


 


(c)
NFSC and the Noteholders will be entitled to receive at least ten (10) days
written notice when the Indenture Trustee proposes to take any action pursuant
to clause (a), accompanied by copies of any instruments involved, and
the Indenture Trustee will also be entitled to require, as a condition to such
action, a Master Owner Trust Opinion of Counsel, stating the legal effect of
any such action, outlining the steps required to complete the same, and concluding
that all conditions precedent to the taking of such action have been complied
with, and such action does not materially and adversely impair security for the
Notes or the rights of Noteholders in contravention of the provisions of the
Indenture.  Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action.


 


Section 13.08                          Certain
Actions by Indenture Trustee. Any action taken by the Indenture Trustee
pursuant to this Article in respect of the release of Collateral will be
taken by the Indenture Trustee as its interest in such Collateral may appear,
and no provision of this Article is intended to, or will, excuse
compliance with any provision hereof.


 


Section 13.09                          Opinions as to Collateral.


 


(a)
On the Effective Date and each issuance date for a new series, the Issuer will
furnish to the Indenture Trustee a Master Owner Trust Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording and filing of this Indenture, any Indentures
supplemental hereto, and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements,
as are necessary to perfect and maintain the perfection of the Security
Interest granted by this Indenture in favor of the Indenture Trustee and
reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such lien and security interest
perfected.


 


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(b)
On or before April 15th in each calendar year, beginning in
2005, the Issuer will furnish to the Indenture Trustee a Master Owner Trust
Opinion of Counsel with respect to each Uniform Commercial Code financing
statement which has been filed by the Issuer either stating that, (i) in the
opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, any Indentures
supplemental hereto and any other requisite documents and with respect to the
execution and filing of any financing statements and continuation statements as
is necessary to maintain the first priority lien and Security Interest created
by this Indenture and reciting the details of such action or (ii) in the
opinion of such counsel no such action is necessary to maintain such lien and
Security Interest. Such Master Owner Trust Opinion of Counsel will also
describe the recording, filing, re-recording and refiling of this Indenture,
any Indentures supplemental hereto and any other requisite documents and the
execution and filing of any financing statements and continuation statements
that will, in the opinion of such counsel, be required to maintain the lien and
Security Interest of this Indenture until April 15th in the
following calendar year.


 


Section 13.10                          Delegation
of Duties. The Issuer may contract with or appoint other Persons (including
NFSC and its Affiliates) to assist it in performing its duties under this
Indenture, and any performance of such duties by a Person identified to the
Indenture Trustee in an Officer’s Certificate will be deemed to be action taken
by the Issuer.


 


ARTICLE XIV


MISCELLANEOUS


 


Section 14.01                          No
Petition. The Indenture Trustee, by entering into this Indenture, each
Enhancement Provider, by designating that the obligations of the Issuer
pursuant to the applicable Enhancement Agreement are secured by the Collateral,
and each Noteholder, by accepting a Note, agrees that it will not at any time
institute against NFSC, the Master Trust or the Issuer, or join in any
institution against NFSC, the Master Trust or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
Enhancement Agreement.  The foregoing
shall not limit the right of the Indenture Trustee to file in or otherwise take
any action with respect to any insolvency proceeding that was instituted
against the Issuer by any Person other than the Indenture Trustee.


 


Section 14.02                          Master
Owner Trust Obligations. No recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer on the Notes or under this
Indenture or any certificate or other writing delivered in connection herewith
or therewith, against (i) the Master Owner Trust Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or agent of the
Master Owner Trust Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer or the Master Owner Trust Trustee or of any
successor or assign of the Master Owner Trust Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Master Owner Trust Trustee has no such obligations in its
individual capacity).


 


79

















 


Section 14.03                          Limitations on Liability.


 


(a)
It is expressly understood and agreed by the parties hereto that (i) this
Indenture is executed and delivered by the Master Owner Trust Beneficiary not
individually or personally but solely as Master Owner Trust Beneficiary, in the
exercise of the powers and authority conferred and vested in it, (ii) each of
the representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as a personal representation, undertaking or
agreement by the Master Owner Trust Beneficiary but is made and intended for
the purpose of binding only the Issuer, (iii) nothing herein contained will be
construed as creating any liability on the Master Owner Trust Beneficiary
individually or personally, to perform any covenant of the Issuer either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties to this Indenture and by any Person claiming
by, through or under them and (iv) under no circumstances will the Master Owner
Trust Beneficiary be personally liable for the payment of any indebtedness or
expenses of the Issuer or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the
Issuer under this Indenture or any related documents.


 


(b)
None of the Indenture Trustee, the Master Owner Trust Trustee, NFSC or any
other beneficiary of the Issuer or any of their respective officers, directors,
employers or agents will have any liability with respect to this Indenture, and
recourse may be had solely to the Collateral pledged to secure the Notes issued
by Navistar Financial Dealer Note Master Owner Trust.


 


Section 14.04                          Tax
Treatment. The Issuer and the Noteholders agree that the Notes are intended
to be debt of NFSC for federal, state and local income, franchise and single
business tax purposes and agree to treat the Notes accordingly for all such
purposes, unless otherwise required by a taxing authority.


 


Section 14.05                          Actions
Taken by the Issuer. Any and all actions that are to be taken by the Issuer
may be taken by either the Master Owner Trust Beneficiary or the Master Owner
Trust Trustee on behalf of the Issuer.


 


Section 14.06                          Alternate
Payment Provisions. Notwithstanding any provision of this Indenture or any
of the Notes to the contrary, the Issuer, with the written consent of the
Indenture Trustee, may enter into any agreement with any Holder of a Note
providing for a method of payment or notice that is different from the methods
provided for in this Indenture for such payments or notices. The Issuer will
furnish to the Indenture Trustee a copy of each such agreement and the
Indenture Trustee will cause payments or notices, as applicable, to be made in
accordance with such agreements.


 


Section 14.07                          Termination
of Issuer. The Issuer and the respective obligations and responsibilities
of the Indenture Trustee created hereby (other than the obligation of the
Indenture Trustee to make payments to Noteholders as hereinafter set forth)
shall terminate, except with respect to the duties described in Section 14.08(b),
as provided in the Master Owner Trust Agreement.


 


80

















 


Section 14.08                          Final Distribution.


 


(a) The Servicer shall give the Indenture Trustee at least thirty (30)
days prior written notice of the Payment Date on which the Noteholders of any
series or class may surrender their Notes for payment of the final distribution
on and cancellation of such Notes. Not later than the fifth day of the month or
such other date specified in an Indenture Supplement in which the final
distribution in respect of such Series or Class is payable to Noteholders, the
Indenture Trustee shall provide notice to Noteholders of such series or class
specifying (i) the date upon which final payment of such series or class will
be made upon presentation and surrender of Notes of such series or class at the
office or offices therein designated, (ii) the amount of any such final payment
and (iii) that the Note Record Date otherwise applicable to such Payment Date
is not applicable, payments being made only upon presentation and surrender of such
Notes at the office or offices therein specified. The Indenture Trustee shall
give such notice to the Note Registrar and the Paying Agent at the time such
notice is given to Noteholders.


 


(b)
Notwithstanding a final distribution to the Noteholders of any series or class
(or the termination of the Issuer), except as otherwise provided in this
paragraph, all funds then on deposit in any Account allocated to such
Noteholders shall continue to be held in trust for the benefit of such
Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds
to such Noteholders upon surrender of their Notes, if certificated. In the
event that all such Noteholders shall not surrender their Notes for
cancellation within six (6) months after the date specified in the notice from
the Indenture Trustee described in paragraph (a), the Indenture Trustee shall
give a second notice to the remaining such Noteholders to surrender their Notes
for cancellation and receive the final distribution with respect thereto. If
within one year after the second notice all such Notes shall not have been
surrendered for cancellation, the Indenture Trustee may take appropriate steps,
or may appoint an agent to take appropriate steps, to contact the remaining
such Noteholders concerning surrender of their Notes, and the cost thereof
shall be paid out of the funds in the Deposit Account or any Supplemental
Account held for the benefit of such Noteholders. The Indenture Trustee and the
Paying Agent shall pay to the Issuer any monies held by them for the payment of
principal or interest that remains unclaimed for two (2) years. After payment
to the Issuer, Noteholders entitled to the money must look to the Issuer for
payment as general creditors unless an applicable abandoned property law
designates another Person.


 


Section 14.09                          Termination
Distributions. Upon the termination of the Issuer pursuant to the terms of
the Master Owner Trust Agreement, the Indenture Trustee shall release, assign
and convey to the Master Owner Trust Beneficiary or any of its designees,
without recourse, representation or warranty, all of its right, title and
interest in the Collateral, whether then existing or thereafter created, all
monies due or to become due and all amounts received or receivable with respect
thereto (including all moneys then held in any Account) and all proceeds
thereof, except for amounts held by the Indenture Trustee pursuant to Section 14.08(b).
The Indenture Trustee shall execute and deliver such instruments of transfer
and assignment as shall be provided to it, in each case without recourse, as
shall be reasonably requested by the Master Owner Trust Beneficiary to vest in
the Master Owner Trust Beneficiary or any of its designees all right, title and
interest which the Indenture Trustee had in the Collateral and such other
property.


 


81

















 


Section 14.10                          Enhancement
Provider as Third-Party Beneficiary. Each Enhancement Provider is a
third-party beneficiary of this Indenture to the extent specified in the
applicable Enhancement Agreement or Indenture Supplement.


 


Section 14.11                          Limitation
of Confidentiality.  Notwithstanding
anything in this Agreement or the other Issuer Documents to the contrary, each
of the undersigned parties (and each affiliate and person acting on behalf of
any such party) agree that each party (and each employee, representative, and
other agent of such party) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
consummated pursuant to the Issuer Documents (the “Transactions”) and all
materials of any kind (including opinions or other tax analyses) that are
provided to such party or such person relating to such tax treatment and tax
structure, except to the extent necessary to comply with any applicable federal
or state securities laws.  This
authorization is not intended to permit disclosure of any other information
including (without limitation) (i) any portion of any materials to the extent
not related to the tax treatment or tax structure of the Transactions, (ii) the
identities of participants or potential participants in the Transactions, (iii)
the existence or status of any negotiations related to the Transactions, (iv)
any pricing or financial information (except to the extent such pricing or
financial information is related to the tax treatment or tax structure of the
Transactions), or (v) any other term or detail not relevant to the tax
treatment or the tax structure of the Transactions.


 


Section 14.12                          Subordination.  The Issuer and each Noteholder by accepting
a Note acknowledge and agree that such Note represents indebtedness of the
Issuer and does not represent an interest in any assets (other than the Master
Owner Trust Estate) of NFSC (including by virtue of any deficiency claim in
respect of obligations not paid or otherwise satisfied from the Master Owner
Trust Estate and proceeds thereof).  In
furtherance of and not in derogation of the foregoing, to the extent NFSC
enters into other securitization transactions, the Issuer as well as each
Noteholder by accepting a Note acknowledge and agree that it shall have no
right, title or interest in or to any assets (or interests therein) (other than
the Master Owner Trust Estate) conveyed or purported to be conveyed by NFSC to
another Person in connection therewith (whether by way of a sale, capital
contribution or by virtue of the granting of a lien) (“Other Assets”).  To the extent that, notwithstanding the agreements
and provisions contained in the preceding sentences of this subsection, the
Issuer or any Noteholder either (i) asserts an interest or claim to, or benefit
from, Other Assets, whether asserted against or through NFSC, or any other
person owned thereby, or (ii) is deemed to have any such interest, claim or
benefit in or from Other Assets, whether by operation of law, legal process,
pursuant to applicable provisions of insolvency laws or otherwise (including by
virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), and whether deemed
asserted against or through NFSC, or any other Person owned thereby, then the
Issuer and each Noteholder by accepting a Note further acknowledges and agrees
that any such interest, claim or benefit in or from Other Assets is and shall
be expressly subordinated to the indefeasible payment in full of all
obligations and liabilities of NFSC which under the terms of the relevant
documents relating to the securitization of such Other Assets are entitled to
be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distribution or application
under applicable law, including insolvency laws, and whether asserted against
NFSC or any other Person owned by NFSC), including the payment of post-petition


 


82

















 


interest on such other obligations and liabilities.  This subordination agreement shall be deemed
a subordination agreement within the meaning of Section 510(a) of the
Bankruptcy Code.  Each Noteholder
further acknowledges and agrees that no adequate remedy at law exists for a
breach of this Section 14.12 and the terms of this Section 14.12 may
be enforced by an action for specific performance.


 


83

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed as of the day and year first above written.


 


	
   

  	
  NAVISTAR
  FINANCIAL DEALER NOTE

  MASTER OWNER TRUST,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Chase
  Manhattan Bank USA, National

  Association, as Master Owner Trust Trustee

  and not in its individual capacity

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  John J. Cashin

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  John
  J. Cashin

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK, as Indenture Trustee

  and not in its individual capacity

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Jonathan Farber

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Jonathan
  Farber

  
	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged
  and Accepted:

  	
   

  
	
   

  	
   

  
	
  NAVISTAR
  FINANCIAL CORPORATION, as Servicer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/
  Andrew J. Cederoth

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Andrew
  J. Cederoth

  	
   

  
	
  Title:

  	
  Vice
  President and Treasurer

  	
   

  
										



 

















 


EXHIBIT A


 


[FORM OF] INVESTMENT LETTER


 


[Date]


 


The
Bank of New York,


 


as
Indenture Trustee,


101
Barclay Street, Floor 8W


New
York, New York  10286


Attention:
Corporate Trust ABS Unit


 


Navistar
Financial Dealer Note Master Owner Trust


 


c/o
Navistar Financial Securities Corporation,


as
Master Owner Trust Beneficiary


c/o
Navistar Financial Corporation, as Administrator


2850
West Golf Road


Rolling
Meadows, IL  60008


Attention:  General Counsel


 


Re:                               Purchase of
$                           
principal amount of Navistar Financial Dealer Note

Master Owner Trust, Series , Class [     ] Notes


 


Ladies
and Gentlemen:


 


In
connection with our purchase of the above Notes (the “Notes”) we confirm
that:


 


1.               We understand that the Notes are not being
registered under the Securities Act of 1933, as amended (the “Securities Act”),
and are being sold to us in a transaction that is exempt from the registration
requirements of the Securities Act.


 


2.               Any information we desire concerning the
Notes or any other matter relevant to our decision to purchase the Notes is or
has been made available to us.


 


3.               We have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Notes, and we (and any account for which we are
purchasing under paragraph (iv) below) are able to bear the economic risk of an
investment in the Notes. We (and any account for which we are purchasing under
paragraph (iv) below) are an “accredited investor” (as such term is
defined in Rule 501(a)(1), (2) or (3) of Regulation D under the Securities
Act).


 


4.               We are acquiring the Notes for our own
account or for accounts as to which we exercise sole investment discretion and
not with a view to any distribution of the Notes, subject, nevertheless, to the
understanding that the disposition of our property shall at all times be and
remain within our control;


 


A-1

















 


5.               We agree that the Notes must be held
indefinitely by us unless subsequently registered under the Securities Act or
an exemption from any registration requirements of the Securities Act and any
applicable state securities law is available;


 


6.               We agree that in the event that at some
future time we wish to dispose of or exchange any of the Notes (such
disposition or exchange not being currently foreseen or contemplated), we will
not transfer or exchange any of the Notes unless:


 


(a)(i) the sale is of at least U.S. $250,000
principal amount of Notes to an Eligible Purchaser (as defined below), (ii) a
letter to substantially the same effect as paragraphs (1), (2), (3), (4), (5)
and (6) of this letter is executed promptly by the purchaser and (3) all offers
or solicitations in connection with the sale, whether directly or through any
agent acting on our behalf, are limited only to Eligible Purchasers and are not
made by means of any form of general solicitation or general advertising
whatsoever; or


 


(b) the Notes are transferred pursuant to Rule 144
under the Securities Act by us after we have held them for more than three
years; or


 


(c) the Notes are sold in any other transaction that
does not require registration under the Securities Act and, if the Issuer, the
Servicer, the Trustee or the Note Registrar so requests, we theretofore have
furnished to such party a Master Owner Trust Opinion of Counsel satisfactory to
such party, in form and substance satisfactory to such party, to such effect;
or


 


(d) the Notes are transferred pursuant to an
exception from the registration requirements of the Securities Act under Rule
144A under the Securities Act; and


 


7.               We understand that the Notes will bear a
legend to substantially the following effect:


 


“THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE
BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH
PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET
FORTH IN THE INDENTURE REFERRED TO HEREIN.”


 


8.               We hereby represent and warrant that either
(a) we are not (i) an “employee benefit plan” (as defined in Section 3(3)
of the United States Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), that is subject to the provisions of Title I of ERISA, (ii)
a


 


A-2

















 


“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 of any such plan or (b) the purchase and holding of the Notes will not
result in a non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code.


 


This
legend may be removed if the Issuer, the Trustee and the Note Registrar have
received a Master Owner Trust Opinion of Counsel satisfactory to them, in form
and substance satisfactory to them, to the effect that the legend may be
removed.


 


“Eligible
Purchaser” means either an Eligible Dealer or a corporation, partnership or
other entity which we have reasonable grounds to believe and do believe can
make representations with respect to itself to substantially the same effect as
the representations set forth herein. “Eligible Dealer” means any
corporation or other entity the principal business of which is acting as a
broker and/or dealer in securities. Capitalized terms used but not defined
herein shall have the meanings given to such terms in the Indenture dated as of
              
     , 200  , between Navistar Financial Dealer
Note Master Owner Trust and The Bank of New York, as Indenture Trustee.


 


	
  Very
  truly yours,

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Name
  of Purchaser)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  (Authorized
  officer)

  
					



 


A-3

















 


EXHIBIT B-1


 


[FORM OF] CLEARANCE SYSTEM CERTIFICATE TO BE GIVEN TO
THE TRUSTEE BY EUROCLEAR OR CLEARSTREAM, LUXEMBOURG FOR DELIVERY OF DEFINITIVE
NOTES IN EXCHANGE FOR A PORTION OF A TEMPORARY GLOBAL NOTE


 


NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST,
Series , Class Notes


 


[Insert
title or sufficient description of Notes to be delivered]


 


We
refer to that portion of the Temporary Global Note in respect of the series,
Class Notes to be exchanged for Definitive Notes (the “Submitted Portion”)
pursuant to this certificate (the “Notes”) as provided in the Indenture
dated as of [ ], 200  , (as amended and supplemented, the “Indenture”)
in respect of such issue. This is to certify that (i) we have received a
certificate or certificates, in writing or by tested telex, with respect to
each of the persons appearing in our records as being entitled to a beneficial
interest in the Submitted Portion and with respect to such person’s beneficial
interest either (a) from such person, substantially in the form of Exhibit
B-2 to the Indenture, or (b) from                          
        ,
             ,
substantially in the form of Exhibit B-3 to the Indenture, and (ii) the
Submitted Portion includes no part of the Temporary Global Note excepted in
such certificates.


 


We
further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect
that the statements made by them with respect to any part of the Submitted
Portion are no longer true and cannot be relied on as of the date hereof.


 


We
understand that this certificate is required in connection with certain
securities and tax laws in the United States of America. If administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy hereof to any interested party in such proceedings.


 


	
  Dated:

  	
                            

  	
   

  	
            

  	
  ,

  	
              

  	
  ,

  
	
   

  
	
  [as
  operator of the Euroclear System]

  
	
  [Clearstream,
  Luxembourg]

  
	
  By

  	
   

  	
   

  
									



 


B-1-1

















 


EXHIBIT B-2


 


[FORM OF] CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR
CLEARSTREAM, LUXEMBOURG WITH RESPECT TO REGISTERED NOTES SOLD TO QUALIFIED
INSTITUTIONAL BUYERS


 


NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST,
Series , Class Notes


 


In
connection with the initial issuance and placement of the Series , Class Notes
(the “Notes”), an institutional investor in the United States (an “institutional
investor”) is purchasing [U.S.$/(pound)/(U)/SF] aggregate principal amount
of the Notes hold in our account at
[                                                                                                  ,
as operator of the Euroclear System] [Clearstream, Luxembourg] on behalf of
such investor. We reasonably believe that such institutional investor is an
eligible institutional buyer as such term is defined under Rule 144A of the
Securities Act of 1933, as amended.


 


[We
understand that this certificate is required in connection with United States
laws. We irrevocably authorize you to produce this certificate or a copy hereof
to any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered by this certificate.]


 


The
Definitive Notes in respect of this certificate are to be issued in registered
form in the minimum denomination of [U.S.$/(pound)/(U)/SF] and such Definitive
Notes (and, unless the Indenture or terms document relating to the Notes
otherwise provides, any Notes issued in exchange or substitution for or on
registration of transfer of Notes) shall bear the following legend:


 


“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933. NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S.
PERSONS (EACH AS DEFINED HEREIN), EXCEPT IN COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH
REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN
CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.”


 


	
  Dated:

  	
                            

  	
   

  	
            

  	
  ,

  	
              

  	
  ,

  
	
   

  
	
   

  	
  [                          ]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Authorized
  officer

  
										



 


B-2-1

















 


EXHIBIT B-3


 


[FORM OF] CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR
CLEARSTREAM, LUXEMBOURG BY A BENEFICIAL OWNER OF NOTES, OTHER THAN A QUALIFIED
INSTITUTIONAL BUYER


 


NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST,
Series , Class Notes


 


This
is to certify that as of the date hereof and except as provided in the third
paragraph hereof, the Series , Class Notes held by you for our account (the “Notes”)
(i) are owned by a person that is a United States person, or (ii) are owned by
a United States person that is (A) the foreign branch of a United States
financial institution (as defined in U.S. Treasury Regulations Section 1.165-
12(c)(1)(v)) (a “financial institution”) purchasing for its own
account or for resale, or (B) a United States person who acquired the Notes
through the foreign branch of a financial institution and who holds the Notes
through the financial institution on the date hereof (and in either case (A) or
(B), the financial institution hereby agrees to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) are owned by a
financial institution for purposes of resale during the Restricted Period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)).
In addition, financial institutions described in clause (iii) of the
preceding sentence (whether or not also described in clause (i) or (ii))
certify that they have not acquired the Notes for purposes of resale directly
or indirectly to a United States person or to a person within the United States
or its possessions.


 


We
undertake to advise you by tested telex if the above statement as to beneficial
ownership is not correct on the date of delivery of the Notes in bearer form
with respect to such of the Notes as then appear in your books as being held
for our account.


 


This
certificate excepts and does not relate to [U.S.$/(pound)/(U)/SF] principal
amount of Notes held by you for our account, as to which we are not yet able to
certify beneficial ownership. We understand that delivery of Definitive Notes
in such principal amount cannot be made until we are able to so certify.


 


B-3-1

















 


We understand that this certificate is required in connection with
certain securities and tax laws in the United States of America. If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy hereof to any interested party in
such proceedings. As used herein, “United States” means the United
States of America, including the States and the District of Columbia, its
territories, its possessions and other areas subject to its jurisdiction; and “United
States Person” means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States, or any political subdivision thereof, or an estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source.


 


	
  Dated:

  	
                            

  	
   

  	
            

  	
  ,

  	
              

  	
   

  
	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  As
  , or as agent for , the beneficial owner(s) of the

  interest in the Notes to which this certificate relates.

  
										



 


B-3-2