Exhibit 4.5


 


EXECUTION
COPY


 




 





MASTER
OWNER TRUST AGREEMENT


 


BETWEEN


 


NAVISTAR
FINANCIAL SECURITIES CORPORATION

SELLER


 


AND


 


CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION

MASTER OWNER TRUST TRUSTEE


 


DATED
AS OF JUNE 10, 2004




 





 

















 


TABLE
OF CONTENTS


 


	
  ARTICLE I
  DEFINITIONS

  	
   

  
	
   

  	
  SECTION 1.1 Definitions and Rules
  of Construction.

  	
   

  
	
   

  	
   

  
	
  ARTICLE II
  ORGANIZATION

  	
   

  
	
   

  	
  SECTION 2.1 Name

  	
   

  
	
   

  	
  SECTION 2.2 Office

  	
   

  
	
   

  	
  SECTION 2.3 Purposes and Powers

  	
   

  
	
   

  	
  SECTION 2.4 Appointment of Master
  Owner Trust Trustee

  	
   

  
	
   

  	
  SECTION 2.5 Initial Capital
  Contribution of Master Owner Trust Estate

  	
   

  
	
   

  	
  SECTION 2.6 Declaration of Trust

  	
   

  
	
   

  	
  SECTION 2.7 Liability of the
  Master Owner Trust Certificateholders

  	
   

  
	
   

  	
  SECTION 2.8 Title to Master Owner
  Trust Property

  	
   

  
	
   

  	
  SECTION 2.9 Situs of Master Owner
  Trust

  	
   

  
	
   

  	
  SECTION 2.10 Representations and
  Warranties of the Seller

  	
   

  
	
   

  	
  SECTION 2.11 Transfer of
  Collateral Certificate

  	
   

  
	
   

  	
  SECTION 2.12 Representations and
  Warranties of the Seller regarding the Collateral Certificate

  	
   

  
	
   

  	
  SECTION 2.13 Protection of Title
  to Collateral Certificate

  	
   

  
	
   

  	
  SECTION 2.14 Assignment to
  Indenture Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE III
  THE MASTER OWNER TRUST CERTIFICATES

  	
   

  
	
   

  	
  SECTION 3.1 Initial Master Owner
  Trust Certificate Ownership

  	
   

  
	
   

  	
  SECTION 3.2 Form of the Master
  Owner Trust Certificates

  	
   

  
	
   

  	
  SECTION 3.3 Execution,
  Authentication and Delivery

  	
   

  
	
   

  	
  SECTION 3.4 Registration;
  Registration of Transfer and Exchange of Master Owner Trust Certificates

  	
   

  
	
   

  	
  SECTION 3.5 Mutilated, Destroyed,
  Lost or Stolen Master Owner Trust Certificates

  	
   

  
	
   

  	
  SECTION 3.6 Persons Deemed Master
  Owner Trust Certificateholders

  	
   

  
	
   

  	
  SECTION 3.7 Access to List of
  Master Owner Trust Certificateholders’ Names and Addresses

  	
   

  
	
   

  	
  SECTION 3.8 Maintenance of Master
  Owner Trust Trustee Corporate Trust Office

  	
   

  
	
   

  	
  SECTION 3.9 Appointment of Paying
  Agent

  	
   

  
	
   

  	
  SECTION 3.10 Seller as Master Owner
  Trust Certificateholder

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV
  ACTIONS BY MASTER OWNER TRUST TRUSTEE

  	
   

  
	
   

  	
  SECTION 4.1 Prior Notice to
  Master Owner Trust Certificateholders with Respect to Certain Matters

  	
   

  
	
   

  	
  SECTION 4.2 Action by Master
  Owner Trust Certificateholders with Respect to Certain Matters

  	
   

  
	
   

  	
  SECTION 4.3 Action by Master
  Owner Trust Certificateholders with Respect to Bankruptcy

  	
   

  



 


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  SECTION 4.4 Restrictions on Master
  Owner Trust Certificateholders’ Power

  	
   

  
	
   

  	
  SECTION 4.5 Majority Control

  	
   

  
	
   

  	
  SECTION 4.6 Restriction on Master
  Owner Trust Trustee’s Power to Issue Indebtedness.

  	
   

  
	
   

  	
   

  
	
  ARTICLE V
  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

  	
   

  
	
   

  	
  SECTION 5.1 Establishment of
  Master Owner Trust Certificate Distribution Account

  	
   

  
	
   

  	
  SECTION 5.2 Application of Master
  Owner Trust Funds

  	
   

  
	
   

  	
  SECTION 5.3 Method of Payment

  	
   

  
	
   

  	
  SECTION 5.4 Accounting and
  Reports to the Master Owner Trust Certificateholders, the Internal Revenue
  Service and Others

  	
   

  
	
   

  	
  SECTION 5.5 Signature on Returns

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI THE
  MASTER OWNER TRUST TRUSTEE

  	
   

  
	
   

  	
  SECTION 6.1 Duties of Master
  Owner Trust Trustee

  	
   

  
	
   

  	
  SECTION 6.2 Authority of Master
  Owner Trust Trustee

  	
   

  
	
   

  	
  SECTION 6.3 Acceptance of Trusts
  and Duties

  	
   

  
	
   

  	
  SECTION 6.4 Action upon
  Instruction by Master Owner Trust Certificateholders

  	
   

  
	
   

  	
  SECTION 6.5 Furnishing of
  Documents

  	
   

  
	
   

  	
  SECTION 6.6 Representations and
  Warranties of Master Owner Trust Trustee

  	
   

  
	
   

  	
  SECTION 6.7 Reliance; Advice of
  Counsel

  	
   

  
	
   

  	
  SECTION 6.8 Master Owner Trust
  Trustee May Own Master Owner Trust Certificates and Notes

  	
   

  
	
   

  	
  SECTION 6.9 Compensation and
  Indemnity

  	
   

  
	
   

  	
  SECTION 6.10 Replacement of
  Master Owner Trust Trustee

  	
   

  
	
   

  	
  SECTION 6.11 Merger or
  Consolidation of Master Owner Trust Trustee

  	
   

  
	
   

  	
  SECTION 6.12 Appointment of
  Co-Trustee or Separate Trustee

  	
   

  
	
   

  	
  SECTION 6.13 Eligibility
  Requirements for Master Owner Trust Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII
  TERMINATION OF MASTER OWNER TRUST AGREEMENT

  	
   

  
	
   

  	
  SECTION 7.1 Termination of Master
  Owner Trust Agreement

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII
  AMENDMENTS

  	
   

  
	
   

  	
  SECTION 8.1 Amendments Without
  Consent of Master Owner Trust Certificateholders or Noteholders

  	
   

  
	
   

  	
  SECTION 8.2 Amendments With
  Consent of Master Owner Trust Certificateholders and Noteholders

  	
   

  
	
   

  	
  SECTION 8.3 Form of Amendments

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX
  MISCELLANEOUS

  	
   

  
	
   

  	
  SECTION 9.1 No Legal Title to
  Master Owner Trust Estate

  	
   

  
	
   

  	
  SECTION 9.2 Limitations on Rights
  of Others

  	
   

  
	
   

  	
  SECTION 9.3 Notices

  	
   

  
	
   

  	
  SECTION 9.4 Severability

  	
   

  
	
   

  	
  SECTION 9.5 Counterparts

  	
   

  
	
   

  	
  SECTION 9.6 Successors and
  Assigns

  	
   

  
	
   

  	
  SECTION 9.7 No Petition Covenant

  	
   

  



 


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  SECTION 9.8 No Recourse

  	
   

  
	
   

  	
  SECTION 9.9 Headings

  	
   

  
	
   

  	
  SECTION 9.10
  Governing Law

  	
   

  
	
   

  	
  SECTION 9.11 Administrator

  	
   

  
	
   

  	
  SECTION 9.12 Amended and
  Restated Master Owner Trust Agreement

  	
   

  
	
   

  	
  SECTION 9.13 Tax
  Disclosure.  Each of the undersigned
  parties agrees to comply with Section 14.11 of the Indenture.

  	
   

  



 


EXHIBITS


 


Exhibit A                                               Form
of Certificate


Exhibit B                                                 Form
of Certificate of Trust


 


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MASTER OWNER TRUST
AGREEMENT, dated as of June 10, 2004, between Navistar Financial
Securities Corporation, a Delaware corporation, as Seller (the “Seller”),
and Chase Manhattan Bank USA, National Association, a national banking
association, as Master Owner Trust Trustee (the “Master Owner Trust Trustee”).


 


WHEREAS, the
Seller and Master Owner Trust Trustee entered into a certain trust agreement
dated April 30, 2004 (the “Initial Master Owner Trust Agreement”),
which contemplated this Master Owner Trust Agreement.


 


WHEREAS, the
Seller and the Master Owner Trust Trustee desire to amend and restate the
Initial Master Owner Trust Agreement, in its entirety.


 


The Seller and the Master
Owner Trust Trustee hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1  Definitions and Rules of Construction.


 


(a)  Definitions.  Certain capitalized terms used but not
otherwise defined in this Agreement shall have the respective meanings assigned
to them in the Indenture dated as of the date hereof between Navistar Financial
Dealer Note Master Owner Trust (the “Master Owner Trust”) and The Bank
of New York, as indenture trustee (the “Indenture Trustee”), as it may
be amended and supplemented from time to time (the “Indenture”) or, if
not defined in the Indenture but capitalized and not defined herein, the Series
Supplement.  All references herein to “the
Agreement” or “this Agreement” are to this Master Owner Trust
Agreement as it may be amended and supplemented from time to time and the
Exhibits hereto, and all references herein to Articles, Sections and
subsections are to Articles, Sections and subsections of this Agreement unless
otherwise specified.


 


(b)  Rules of Construction.  The following rules of construction shall
apply to this Agreement.


 


(i)                                     Accounting
Terms.  As used in this Agreement,
accounting terms which are not defined, and accounting terms partly defined,
herein or therein shall have the respective meanings given to them under
generally accepted accounting principles. 
To the extent that the definitions of accounting terms in this Agreement
are inconsistent with the meanings of such terms under generally accepted
accounting principles, the definitions contained herein or the Issuer Documents
will control.


 


(ii)                                  “Hereof,”
etc.  The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement will
refer to this Agreement and not to any particular provision of this Agreement;
and Section, Schedule and Exhibit references contained in this


 

















 


Agreement are
references to Sections, Schedules and Exhibits in or to this Agreement unless
otherwise specified.  The word “or” is
not exclusive.


 


(iii)                               Use
of “related.”  as used in this
Agreement, with respect to any Distribution Date, the “related Determination
Date,” the “related Due Period,” and the “related Note Record Date” will mean
the Determination Date, the Due Period, and the Note Record Date, respectively,
immediately preceding such Distribution Date.


 


(iv)                              Use
of “outstanding” etc.  Whenever the
term “outstanding Notes,” “outstanding principal amount” and words of similar
import are used in this Agreement for purposes of determining whether the
Noteholders of the requisite outstanding principal amount of the Notes have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Notes owned by the Master Owner Trust, any other obligor upon the
Notes, the Seller or any Affiliate of any of the foregoing Persons (it being
understood that the Master Owner Trust Trustee in its individual capacity shall
not be considered an Affiliate of any of the foregoing) shall be disregarded
and deemed not to be outstanding, except that, in determining whether the
Indenture Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes that the
Indenture Trustee knows to be so owned shall be so disregarded.  Notes so owned that have been pledged in
good faith may be regarded as “outstanding” if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgor’s right so to act with
respect to such Notes and that the pledgee is not the Master Owner Trust, any
other obligor upon the Notes, the Seller or any Affiliate of any of the
foregoing Persons.


 


(v)                                 Number
and Gender.  Each defined term used
in this Agreement has a comparable meaning when used in its plural or singular
form.  Each gender-specific term used in
this Agreement has a comparable meaning whether used in a masculine, feminine
or gender-neutral form.


 


(vi)                              Including.  Whenever the term “including” (whether or
not that term is followed by the phrase “but not limited to” or “without
limitation” or words of similar effect) is used in this Agreement in connection
with a listing of items within a particular classification, that listing will
be interpreted to be illustrative only and will not be interpreted as a
limitation on, or exclusive listing of, the items within that classification.


 


(vii)                           UCC
References.  References to sections
or provisions of Article 9 of the UCC in this Agreement refer to
Article 9 of the UCC as in effect as of the date hereof, but shall be
deemed to be automatically updated to reflect the successor, replacement or
functionally equivalent sections or provisions of any amendments or revisions
thereto.


 


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(viii)                        References
to a Class of Notes.  Unless
otherwise specified, references to a class of Notes, includes all the tranches
included in such class of Notes.


 


ARTICLE II

ORGANIZATION


 


SECTION 2.1  Name.  The Master Owner Trust continued hereby shall be known as “Navistar
Financial Dealer Note Master Owner Trust” in which name the Master Owner
Trust Trustee may conduct the business of the Master Owner Trust, make and
execute contracts and other instruments on behalf of the Master Owner Trust and
the Master Owner Trust may sue and be sued.


 


SECTION 2.2  Office.  The office of the Master Owner Trust shall be in care of the
Master Owner Trust Trustee at the Master Owner Trust Trustee Corporate Trust
Office or at such other address in Delaware as the Master Owner Trust Trustee
may designate by written notice to the Master Owner Trust Certificateholder and
the Seller.


 


SECTION 2.3  Purposes and Powers.  The purpose of the Master Owner Trust is,
and the Master Owner Trust shall have the power and authority, and is
authorized, to engage in the following activities:


 


(a)                                  to
acquire, manage and hold the Collateral Certificate and other certificates of
beneficial interest of the Master Trust;


 


(b)                                 to
issue the Master Owner Trust Certificates pursuant to this Agreement, and to
transfer and exchange the Master Owner Trust Certificates;


 


(c)                                  from
time to time, to grant a security interest in the Collateral Certificate, or
other beneficial interests in the Master Trust, including the pledge of any
portion of the Collateral Certificate, and grant a security interest in
accounts established for the benefit of indebtedness of the Master Owner Trust
under the Indenture;


 


(d)                                 from
time to time, to issue and sell Notes pursuant to the Indenture without
limitation to aggregate amounts and, in connection therewith, at the written
direction of the Seller, to determine the terms and provisions of such Notes
and of the issuance and sale thereof, including the following:


 


(i)                                     to
determine the principal amount of the Notes;


 


(ii)                                  to
determine the maturity date of the Notes;


 


(iii)                               to
determine the rate of interest, if any, to be paid on the Notes;


 


(iv)                              to
determine the price or prices at which such Notes will be sold by the Master
Owner Trust;


 


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(v)                                 to
determine the provisions, if any, for the redemption of such Notes;


 


(vi)                              to
determine the form, terms and provisions of the indentures, fiscal agency
agreements or other instruments under which the Notes may be issued and the
banks or trust companies to act as trustees, fiscal agents and paying agents
thereunder;


 


(vii)                           to
prepare, execute and file all documents necessary or appropriate in connection
with the registration of the Notes under the Securities Act, the qualification
of indentures under the Trust Indenture Act and the qualification under any
other applicable federal, foreign, state, local or other governmental
requirements;


 


(viii)                        to
prepare any prospectus, offering memorandum, private placement memorandum or
other descriptive material relating to the issuance of the Notes;


 


(ix)                                to
list the Notes on any United States or non-United States securities exchange;


 


(x)                                   to
enter into one or more interest rate or currency swaps, caps, collars,
guaranteed investment contracts or other derivative agreements with
counterparties (which may include, without limitation, NFSC or any of its
affiliates) to manage interest rate or currency risk relating to the Notes;


 


(xi)                                to
appoint a paying agent or agents for purposes of payments on the Notes; and


 


(xii)                             to
arrange for the underwriting, subscription, purchase or placement of the Notes
and selecting underwriters, managers and purchasers or agents for that purpose;


 


(e)                                  from
time to time to receive payments and proceeds with respect to the Collateral
Certificate and other certificates of beneficial interest in the Master Trust
and the Indenture and either invest or distribute those payments and proceeds;


 


(f)                                    from
time to time to make deposits to and withdrawals from accounts established
under the Indenture;


 


(g)                                 from
time to time to make and receive payments pursuant to derivative agreements;


 


(h)                                 from
time to time to make payments on the Notes;


 


(i)                                     from
time to time to acquire additional collateral from NFSC or any special purpose
vehicle established by NFSC;


 


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(j)                                     from
time to time to perform such obligations and exercise and enforce such rights
and pursue such remedies as may be appropriate by virtue of the Master Owner
Trust being party to any of the Issuer Documents or the agreements contemplated
in letters (i) through (xii) above;


 


(k)                                  to
enter into the Issuer Documents and, subject to compliance with the Issuer
Documents, to engage in such other activities as may be required in connection
with the foregoing and the making of payments or distributions to the
Securityholders; and


 


(l)                                     if
the Collateral Certificate is the only remaining outstanding investor
certificate issued by the Master Trust, then at the written direction of the
Master Owner Trust Beneficiary dissolve the Master Trust and terminate the
Pooling and Servicing Agreement, 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
other documents and amend any documents to reflect the direct ownership of the
Dealer Notes;


 


provided, however,
that the Master Owner Trust may enter into derivatives only if such derivatives
are passive and entered into concurrently with the issuance of a series of
Notes or to replace a terminated derivative.


 


The Master Owner Trust
shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Agreement or the
Issuer Documents.


 


SECTION 2.4  Appointment of Master Owner Trust Trustee.  The Seller hereby appoints Chase Manhattan
Bank USA, National Association as trustee of the Master Owner Trust, effective
as of the date hereof, to have all the rights, powers and duties set forth
herein.


 


SECTION 2.5  Initial Capital Contribution of Master
Owner Trust Estate.  The Seller
sold, assigned and transferred to the Master Owner Trust, and conveyed and set
over to the Master Owner Trust Trustee, on behalf of the Master Owner Trust, as
of April 30, 2004, the sum of $1. 
The Master Owner Trust Trustee hereby acknowledges receipt in trust from
the Seller, as of April 30, 2004, of the foregoing contribution, which
shall constitute the “Initial Master Owner Trust Estate” and shall be
deposited in the Master Owner Trust Certificate Distribution Account.  The Seller shall pay organizational expenses
of the Master Owner Trust as they may arise or shall, upon the request of the
Master Owner Trust Trustee, promptly reimburse the Master Owner Trust Trustee
for any such expenses paid by the Master Owner Trust Trustee.


 


SECTION 2.6  Declaration of Trust.


 


The Master Owner Trust Trustee hereby
declares that it will hold the Initial Master Owner Trust Estate, the
Collateral Certificate and the other documents and assets described in Section 2.3,
together with any payments, proceeds or income of any kind from such documents
or assets or any other source and any other property held under this Agreement
(collectively, the “Master Owner Trust Estate”), upon the trust set
forth herein and for the sole use and benefit of the Beneficiary.  The Master Owner Trust Trustee hereby
declares that it shall hold the Master Owner Trust Estate in trust upon and
subject to the conditions and obligations set forth herein,


 


5

















 


subject to the obligations of the Master
Owner Trust under the Issuer Documents. 
It is the intention of the parties hereto that the Master Owner Trust
constitute a statutory trust under the Statutory Trust Statute, that this
Agreement constitute the governing instrument of such statutory trust and that
the Master Owner Trust Certificates represent the beneficial interests
therein.  The rights of the Master Owner
Trust Certificateholders shall be determined as set forth herein and in the
Statutory Trust Statute and the relationship between the parties hereto created
by this Agreement shall not constitute indebtedness for any purpose.  It is the intention of the parties hereto
that, solely for purposes of federal income taxes, state and local income and
franchise taxes, and any other taxes imposed upon, measured by, or based upon
gross or net income, the Master Owner Trust shall be treated as a division or
branch of the Seller.  The parties agree
that, unless otherwise required by appropriate tax authorities, the Master
Owner Trust shall file or cause to be filed annual or other necessary returns,
reports and other forms consistent with the characterization of the Master
Owner Trust as a division or branch of the Seller for such tax purposes; provided,
however, that until the Seller receives a ruling from the Illinois
Department of Revenue or an opinion of counsel that the Master Owner Trust will
be treated as a branch or division of the Seller for purposes of the Illinois
Income Tax Act and the Illinois Personal Property Tax Replacement Tax Act, for
purposes of the Illinois Income Tax Act and the Illinois Personal Property Tax
Replacement Tax Act, the Seller will (i) include the taxable income of the
Master Owner Trust in the combined tax return filed by the combined group that
includes the Seller, (ii) take all steps necessary to treat the Master Owner
Trust as a member of the same combined group of which the Seller is a member
and (iii) provide information to the Master Owner Trust Trustee to confirm that
the actions required by clauses (i) and (ii) have been effected.  Effective as of the date hereof, the Master
Owner Trust Trustee shall have all rights, powers and duties set forth in this
Agreement, the Indenture and the Statutory Trust Statute with respect to
accomplishing the purposes of the Master Owner Trust, subject to the terms and
conditions of the Issuer Documents.


 


SECTION 2.7  Liability of the Master Owner Trust
Certificateholders.  The Master
Owner Trust Certificateholders shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation law of the State of Delaware.


 


SECTION 2.8  Title to Master Owner Trust Property.  Legal title to all the Master Owner Trust
Estate shall be vested at all times in the Master Owner Trust as a separate
legal entity, except where applicable law in any jurisdiction requires title to
any part of the Master Owner Trust Estate to be vested in a trustee or
trustees, in which case title shall be deemed to be vested in the Master Owner
Trust Trustee, a co-trustee and/or other trustees, as the case may be.


 


SECTION 2.9  Situs of Master Owner Trust.  The Master Owner Trust shall be located and
administered in the State of Delaware. 
All bank accounts maintained by the Master Owner Trust or the Master
Owner Trust Trustee on behalf of the Master Owner Trust or for the benefit of
the Master Owner Trust Certificateholders shall be located in the State of
Delaware or the State of New York.  The
Master Owner Trust shall not have any employees in any state other than
Delaware; provided, however, that nothing herein shall restrict or
prohibit the Master Owner Trust Trustee from having employees within or without
the State of Delaware.  Payments shall
be received by the Master Owner Trust only in Delaware or New York, and
payments and distributions shall be made by the Master Owner Trust only from
Delaware or New York.  The


 


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only office of the Master
Owner Trust shall be the Master Owner Trust Trustee Corporate Trust Office in
Delaware.


 


SECTION 2.10  Representations and Warranties of the
Seller.  The Seller hereby
represents and warrants to the Master Owner Trust Trustee (as such or in its
individual capacity) that:


 


(a)  The Seller has been duly organized and is
validly existing as a corporation in good standing under the laws of the State
of Delaware, with power and authority to own its properties and to conduct its
business as such properties are presently owned and such business is presently
conducted and had at all relevant times, and now has, power, authority and
legal right to acquire and own the Collateral Certificate and or the Dealer
Notes.


 


(b)  The Seller is duly qualified to do business
as a foreign corporation in good standing, and has obtained all necessary
licenses and approvals in all jurisdictions in which the ownership or lease of
property or the conduct of its business requires such qualifications.


 


(c)  The Seller has the power and authority to
execute and deliver this Agreement and to carry out its terms, the Seller has
full power and authority to sell and assign the property to be sold and
assigned to and deposited with the Master Owner Trust, and the Seller has duly
authorized such sale and assignment to the Master Owner Trust by all necessary
corporate action, and the execution, delivery and performance of this Agreement
have been duly authorized by the Seller by all necessary corporate action.


 


(d)  The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms of this
Agreement do not conflict with, result in any breach of any of the terms and
provisions of or constitute (with or without notice or lapse of time) a default
under, the certificate of incorporation or by-laws of the Seller, or any
indenture, agreement or other instrument to which the Seller is a party or by
which it is bound, or result in the creation or imposition of any Lien upon any
of its properties pursuant to the terms of any such indenture, agreement or
other instrument (other than pursuant to the Issuer Documents), or violate any
law or, to the Seller’s knowledge, any order, rule or regulation applicable to
the Seller of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Seller or any of its properties.


 


(e)  This Agreement, when duly executed and
delivered, shall constitute a legal, valid and binding obligation of the Seller
enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors’ rights in general and by general
principles of equity, regardless of whether such enforceability is considered
in a proceeding in equity or at law.


 


(f)  There are no proceedings or investigations
pending or, to the Seller’s knowledge, threatened against the Seller before any
court, regulatory body, administrative agency or other tribunal or governmental
instrumentality having jurisdiction over the Seller or its properties (i)
asserting the invalidity of this Agreement or any Master Owner Trust
Certificate issued pursuant hereto or any other Issuer Document or, (ii)
seeking to prevent the issuance of such Master Owner Trust Certificates or the
consummation of any of the transactions contemplated by this Agreement or any
other Issuer Document or (iii) seeking any determination


 


7

















 


or ruling that might
materially and adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability of, such Master Owner
Trust Certificate, this Agreement or any other Issuer Document.


 


SECTION 2.11  Transfer of Collateral Certificate.


 


(a)  In consideration of the Master Owner Trust’s
delivery to or upon the order of the Seller of the net proceeds of the initial
sale of the Notes, the Seller does hereby absolutely transfer, assign, set over
and otherwise convey to the Master Owner Trust, without recourse (subject to
the obligations herein) all right, title and interest of the Seller in and to
the Collateral Certificate and the proceeds thereof. This Agreement also shall
be deemed to be and hereby is a security agreement within the meaning of the
UCC, and the conveyance by the Seller provided for in this Agreement shall be
deemed to be and hereby is a grant by the Seller to the Master Owner Trust of a
security interest in and to all of the Seller’s right, title and interest,
whether now owned or hereafter acquired, in, to and under all accounts, general
intangibles, chattel paper, instruments, documents, money, deposit accounts,
certificates of deposit, goods, letters of credit, advices of credit and
investment property consisting of, arising from, or relating to the Collateral
Certificate and the proceeds thereof, to secure the rights of the Master Owner
Trust under this Agreement and the obligations of the Seller hereunder. The
Seller and the Master Owner Trust shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that the security
interest in the Collateral Certificate created hereunder will be a perfected security
interest of first priority under applicable law and will be maintained as such
throughout the term of this Agreement.


 


(b)  To the extent that the Seller retains any
interest in the Collateral Certificate, the Seller hereby grants to the
Indenture Trustee for the benefit of the holders of the Notes a security
interest in and to all of the Seller’s right, title, and interest, whether now
owned or hereafter acquired, in, to, and under all accounts, general
intangibles, chattel paper, instruments, documents, money, deposit accounts,
certificates of deposit, goods, letters of credit, advices of credit, and
investment property consisting of, arising from, or relating to the Collateral
Certificate and the proceeds thereof (collectively, the “Indenture Collateral”),
to secure performance of all of the obligations of the Seller under the Pooling
and Servicing Agreement, the Series Supplement and the Issuer Documents. With
respect to the Indenture Collateral, the Indenture Trustee shall have all of
the rights it has under the Issuer Documents. The Indenture Trustee shall have
all of the rights of a secured creditor under the UCC in New York and the UCC
in Delaware.


 


SECTION 2.12  Representations and Warranties of the
Seller regarding the Collateral Certificate.  The Seller makes the following representations and warranties as
to the Collateral Certificate on which the Master Owner Trust is deemed to have
relied in acquiring the Collateral Certificate. Such representations and
warranties speak as of the execution and delivery of this Agreement and as of
each Transfer Date, but shall survive the transfer and assignment of the
Collateral Certificate to the Master Owner Trust and the pledge thereof to the
Indenture Trustee pursuant to the Indenture.


 


(a)  Title. It is the intention of the Seller
that the transfer and assignment herein contemplated constitute either (i) a
sale of the Collateral Certificate, (ii) a grant of a perfected security
interest therein from the Seller to the Master Owner Trust or (iii) a grant of
a perfected


 


8

















 


security interest therein
from the Seller to the Indenture Trustee. The Collateral Certificate has not
been sold, transferred, assigned or pledged by the Seller to any Person other
than pursuant to this Agreement or the Indenture. Immediately prior to the
transfer and assignment herein contemplated, the Seller had good and marketable
title to the Collateral Certificate, free and clear of all liens and rights of
others and, immediately upon the transfer thereof, the Master Owner Trust shall
have good and marketable title to the Collateral Certificate, free and clear of
all liens or rights of others or a first priority perfected security interest
therein; and the transfer has been perfected, by the filing of appropriate
financing statements and the taking of such other action pursuant to the UCC,
under the UCC. The Seller has no knowledge of any current statutory or other
non-consentual liens to which the Collateral Certificate is subject.


 


(b)  All Actions Taken. All actions necessary
under the applicable UCC in any jurisdiction to be taken (i) to give the Master
Owner Trust a first priority perfected security interest or ownership interest
in the Collateral Certificate, and (ii) to give the Indenture Trustee a first
priority perfected security interest in the Collateral Certificate (including,
without limitation, UCC filings with the Delaware Secretary of State), in each
case subject to any statutory or other non-consentual liens with respect to the
Collateral Certificate, have been taken. The Seller has no knowledge of any
current statutory or other non-consentual liens to which the Collateral
Certificate is subject.


 


(c)  No Consents Required. All approvals,
authorizations, consents, orders or other actions of any Person or of any
Governmental Authority required in connection with the execution and delivery
by the Seller of this Agreement or any other Issuer Document, the performance
by the Seller of the transactions contemplated by this Agreement or any other
Issuer Document and the fulfillment by the Seller of the terms hereof or
thereof, have been obtained or have been completed and are in full force and
effect (other than approvals, authorizations, consents, orders and other
actions which if not obtained or completed or in full force or effect would not
have a material adverse effect on the Seller or the Master Owner Trust or upon
the collectibility of the Collateral Certificate or upon the ability of the
Seller to perform its obligations under this Agreement).


 


(d)  Transfers Comply. Each of (i) the transfer
of the Collateral Certificate by the Seller to the Master Owner Trust pursuant
to the terms of this Agreement, (ii) the pledge of the Collateral Certificate
by the Master Owner Trust to the Indenture Trustee pursuant to the terms of the
Indenture and (iii) the pledge of the Collateral Certificate by the Seller to
the Indenture Trustee pursuant to the terms of this Agreement, comply with the
provisions of the Pooling and Servicing Agreement relating to transfers of the
Collateral Certificate.


 


SECTION 2.13  Protection of Title to Collateral
Certificate.


 


(a)  The Seller shall take all actions necessary,
and the Master Owner Trust shall cooperate with the Seller, if applicable, to
perfect, and maintain perfection of, the interests of the Master Owner Trust in
the Collateral Certificate. The Seller shall execute and file and cause to be
executed and filed such financing statements and continuation statements, all
in such manner and in such places as may be required by law fully to perfect,
maintain, and protect the interest of the Master Owner Trust in the Collateral
Certificate and in the proceeds thereof and the interest of the Indenture
Trustee in the Indenture Collateral and the proceeds thereof. The Seller shall
deliver (or cause to be delivered) to the Master Owner Trust Trustee and the
Indenture Trustee


 


9

















 


file-stamped copies of,
or filing receipts for, any document filed as provided above, as soon as
available following such filing.


 


(b)  The Seller shall not change its name,
identity or corporate structure or the jurisdiction of its organization in any
manner that might make any financing statement or continuation statement filed
in accordance with paragraph (a) above or otherwise seriously misleading within
the meaning of the UCC (regardless of whether such a filing was ever made),
unless it shall have given the Master Owner Trust Trustee and the Indenture
Trustee at least five days’ prior written notice thereof and, if applicable,
shall have timely filed appropriate amendments to any and all previously filed
financing statements or continuation statements or timely filed additional UCC
financing statements in each case (so that the interests of the Master Owner
Trust and the Indenture Trustee are not adversely affected).


 


(c)  The Seller shall have an obligation to give
the Master Owner Trust Trustee and the Indenture Trustee at least 30 days’
prior written notice of any change in the jurisdiction of its organization or
any relocation of its chief executive office or other change in location if, as
a result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement (regardless of whether such a
filing was ever made) and shall promptly, if applicable, file any such
amendment or new financing statement.


 


(d)  The Master Owner Trust Trustee shall permit
the Indenture Trustee and its agents at any time following reasonable notice
and during normal business hours to inspect, audit and make copies of and
abstracts from the Master Owner Trust Trustee’s records regarding the
Collateral Certificate.


 


SECTION 2.14  Assignment to Indenture Trustee.  The Seller hereby acknowledges and consents
to any mortgage, pledge, assignment and grant of a security interest by the
Master Owner Trust to the Indenture Trustee pursuant to the Indenture for the
benefit of the Noteholders of all right, title and interest of the Master Owner
Trust in, to and under the Collateral Certificate and the other property
constituting the Master Owner Trust Estate and/or the assignment of any or all
of the Master Owner Trust’s rights and obligations hereunder to the Indenture
Trustee.


 


ARTICLE III

THE MASTER OWNER TRUST CERTIFICATES


 


SECTION 3.1  Initial Master Owner Trust Certificate
Ownership.  Upon the formation of
the Master Owner Trust by the contribution by the Seller pursuant to Section 2.5
and until the issuance of the Master Owner Trust Certificates, the Seller shall
be the sole beneficiary of the Master Owner Trust (the “Master Owner Trust
Beneficiary”).


 


SECTION 3.2  Form of the Master Owner Trust
Certificates.


 


(a)  The Master Owner Trust Certificates shall be
substantially in the form set forth in Exhibit A.  The Master Owner Trust Certificates shall be
executed on behalf of the Master Owner Trust by the Master Owner Trust Trustee,
by manual or facsimile signature of a Master Owner Trust Trustee Authorized
Officer.  Master Owner Trust
Certificates bearing the manual or facsimile signatures of individuals who
were, at the time when such signatures shall


 


10

















 


have been affixed,
authorized to sign on behalf of the Master Owner Trust, shall be, when
authenticated pursuant to Section 3.3, validly issued and entitled
to the benefits of this Agreement, notwithstanding that such individuals or any
of them shall have ceased to be so authorized prior to the authentication and
delivery of such Master Owner Trust Certificates or did not hold such offices
at the date of authentication and delivery of such Master Owner Trust
Certificates.


 


(b)  The Master Owner Trust Certificates shall be
typewritten, printed, lithographed or engraved or produced by any combination
of these methods (with or without steel engraved borders) all as determined by
the officers executing such Master Owner Trust Certificates, as evidenced by
their execution of such Master Owner Trust Certificates.


 


(c)  The Master Owner Trust Certificates shall be
issued in fully-registered form and shall be in definitive form only.  The terms of the Master Owner Trust
Certificates set forth in Exhibit A shall form part of this
Agreement.  The Master Owner Trust
Certificates will not be issued in uncertificated form unless the Note Rating
Agency Condition has been satisfied and this Agreement is amended to allow for
the issuance of uncertificated Master Owner Trust Certificates.


 


SECTION 3.3  Execution, Authentication and Delivery.  Concurrently with the transfer of the
Collateral Certificate to the Master Owner Trust hereby, the Master Owner Trust
Trustee shall cause the Master Owner Trust Certificates to be executed on
behalf of the Master Owner Trust, and to be authenticated and delivered to or
upon the written order of the Seller, signed by its chairman of the board, its
president or any vice president, without further corporate action by the
Seller, in authorized denominations.  No
Master Owner Trust Certificate shall entitle its holder to any benefit under
this Agreement, or shall be valid for any purpose, unless there shall appear on
such Master Owner Trust Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Master
Owner Trust Trustee or by the Person appointed from time to time as the Master
Owner Trust Trustee’s authenticating agent hereunder (the “Authenticating
Agent”) by manual signature.  The
Master Owner Trust Trustee hereby appoints JPMorgan Chase Bank as the initial
Authenticating Agent. Such authentication shall constitute conclusive evidence
that such Master Owner Trust Certificate shall have been duly authenticated and
delivered hereunder.  All Master Owner
Trust Certificates shall be dated the date of their authentication.


 


SECTION 3.4  Registration; Registration of Transfer
and Exchange of Master Owner Trust Certificates.


 


(a)  The Certificate Registrar shall keep or
cause to be kept, at the office or agency maintained pursuant to Section 3.8,
a register (the “Certificate Register”) in which, subject to such
reasonable regulations as it may prescribe, the Master Owner Trust Trustee
shall provide for the registration of Master Owner Trust Certificates and of
transfers and exchanges of Master Owner Trust Certificates as provided
herein.  The Certificate Registrar shall
be appointed by and may be removed by the Master Owner Trust Trustee.  The Master Owner Trust Trustee hereby
appoints JPMorgan Chase Bank as the initial Certificate Registrar.  Upon any resignation of a Certificate
Registrar, the Master Owner Trust Trustee shall promptly appoint a successor
or, if it elects not to make such an appointment, shall assume the duties of
the Certificate Registrar.


 


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(b)  The initial Master Owner Trust
Certificateholders may at any time, without consent of the Noteholders, sell,
transfer, convey or assign in any manner its rights to and interests in the
Master Owner Trust Certificates, provided that: (i) such action will not result
in a reduction or withdrawal of the rating of any class of Notes, (ii) the
Master Owner Trust Certificateholders provide to the Master Owner Trust Trustee
and the Indenture Trustee an opinion of independent counsel that such action
will not cause the Master Owner Trust to be treated as an association (or
publicly traded partnership) taxable as a corporation for federal income tax
purposes, (iii) such transferee or assignee agrees to take positions for tax
purposes consistent with the tax positions agreed to be taken by the Master
Owner Trust Certificateholders and (iv) the conditions set forth in Section 3.4(g)
have been satisfied.  In addition, no
transfer of a Master Owner Trust Certificate shall be registered unless the
transferee shall have provided to the Master Owner Trust Trustee and the
Certificate Registrar an opinion of counsel that in connection with such
transfer no registration of the Master Owner Trust Certificates is required
under the Securities Act or applicable state law or that such transfer is
otherwise being made in accordance with all applicable federal and state
securities laws.


 


(c)  Subject to Section 3.4(b), upon
surrender for registration of transfer of any Master Owner Trust Certificate at
the office or agency maintained pursuant to Section 3.8, the Master
Owner Trust Trustee shall execute on behalf of the Master Owner Trust,
authenticate and deliver (or shall cause its Authenticating Agent to
authenticate and deliver), in the name of the designated transferee or
transferees, one or more new Master Owner Trust Certificates in authorized
denominations of a like aggregate amount dated the date of authentication by
the Master Owner Trust Trustee or any authenticating agent.


 


(d)  At the option of a Master Owner Trust
Certificateholder, Master Owner Trust Certificates may be exchanged for other
Master Owner Trust Certificates of a like aggregate percentage ownership
interest upon surrender of the Master Owner Trust Certificates to be exchanged
at the Master Owner Trust Trustee Corporate Trust Office or the office or
agency maintained pursuant to Section 3.8.  Whenever any Master Owner Trust Certificates
are so surrendered for exchange, the Master Owner Trust Trustee shall execute
on behalf of the Master Owner Trust, authenticate and deliver (or shall cause
its Authenticating Agent to authenticate and deliver) one or more Master Owner
Trust Certificates dated the date of authentication by the Master Owner Trust
Trustee or any Authenticating Agent. 
Such Master Owner Trust Certificates shall be delivered to the Master
Owner Trust Certificateholder making the exchange.


 


(e)  Every Master Owner Trust Certificate
presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Master Owner Trust Trustee and the Certificate Registrar duly executed by the
Master Owner Trust Certificateholder or his attorney duly authorized in
writing.  Each Master Owner Trust
Certificate surrendered for registration of transfer or exchange shall be
canceled and subsequently destroyed or otherwise disposed of by the Master
Owner Trust Trustee or Certificate Registrar in accordance with its customary
practice.


 


(f)  No service charge shall be made for any
registration of transfer or exchange of Master Owner Trust Certificates, but
the Master Owner Trust Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Master Owner Trust Certificates.


 


12

















 


(g)  The Master Owner Trust Certificates may not
be acquired by or for the account of (i) an employee benefit plan (as defined
in Section 3(3) of ERISA) that is subject to the provisions of Title I of
ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue
Code or (iii) any entity whose underlying assets include plan assets of any
such plan (each, a “Benefit Plan”). 
By accepting and holding a Master Owner Trust Certificate, the Master
Owner Trust Certificateholder thereof shall be deemed to have represented and
warranted that it is not a Benefit Plan.


 


SECTION 3.5  Mutilated, Destroyed, Lost or Stolen
Master Owner Trust Certificates.


 


(a)  If (i) any mutilated Master Owner Trust
Certificate is surrendered to the Certificate Registrar, or the Certificate
Registrar receives evidence to its satisfaction of the destruction, loss or
theft of any Master Owner Trust Certificate, and (ii) there is delivered to the
Certificate Registrar, the Master Owner Trust Trustee and the Master Owner
Trust, such security or indemnity as may be required by them to hold each of
them harmless, then, in the absence of notice to the Certificate Registrar, the
Master Owner Trust Trustee or the Master Owner Trust that such Master Owner
Trust Certificate has been acquired by a protected purchaser, the Master Owner
Trust Trustee shall execute on behalf of the Master Owner Trust and the Master
Owner Trust Trustee shall authenticate and deliver (or shall cause its
Authenticating Agent to authenticate and deliver), in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Master Owner Trust
Certificate, a replacement Master Owner Trust Certificate in authorized
denominations of a like amount; provided, however, that if any such
destroyed, lost or stolen Master Owner Trust Certificate, but not a mutilated
Master Owner Trust Certificate, shall have become or within seven days shall be
due and payable, then instead of issuing a replacement Master Owner Trust
Certificate the Master Owner Trust Trustee on behalf of the Master Owner Trust
may pay such destroyed, lost or stolen Master Owner Trust Certificate when so
due or payable.


 


(b)  If, after the delivery of a replacement
Master Owner Trust Certificate or distribution in respect of a destroyed, lost
or stolen Master Owner Trust Certificate pursuant to subsection 3.5(a),
a protected purchaser of the original Master Owner Trust Certificate in lieu of
which such replacement Master Owner Trust Certificate was issued presents for
payment such original Master Owner Trust Certificate, the Master Owner Trust
Trustee on behalf of the Master Owner Trust shall be entitled to recover such
replacement Master Owner Trust Certificate (or such distribution) from the
Person to whom it was delivered or any Person taking such replacement Master
Owner Trust Certificate from such Person to whom such replacement Master Owner
Trust Certificate was delivered or any assignee of such Person, except a
protected purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Master Owner Trust or the Master Owner Trust Trustee in
connection therewith.


 


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


 


13

















 


(d)  Any duplicate Master Owner Trust Certificate
issued pursuant to this Section 3.5 in replacement of any
mutilated, destroyed, lost or stolen Master Owner Trust Certificate shall
constitute an original additional contractual obligation of the Master Owner
Trust, whether or not the mutilated, destroyed, lost or stolen Master Owner
Trust Certificate shall be found at any time or be enforced by anyone, and
shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Master Owner Trust Certificates duly
issued hereunder.


 


(e)  The provisions of this Section 3.5
are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Master Owner Trust Certificates.


 


SECTION 3.6  Persons Deemed Master Owner Trust
Certificateholders.  Prior to due
presentation of a Master Owner Trust Certificate for registration of transfer,
the Master Owner Trust Trustee or the Certificate Registrar may treat the
Person in whose name any Master Owner Trust Certificate shall be registered in
the Certificate Register as the Master Owner Trust Certificateholder of such
Master Owner Trust Certificate for the purpose of receiving distributions
pursuant to Article V and for all other purposes whatsoever, and
neither the Master Owner Trust Trustee nor the Certificate Registrar shall be
bound by any notice to the contrary.


 


SECTION 3.7  Access to List of Master Owner Trust
Certificateholders’ Names and Addresses. 
The Master Owner Trust Trustee shall furnish or cause to be furnished to
the Servicer and the Seller, within 15 days after receipt by the Master Owner
Trust Trustee of a request therefor from the Servicer or the Seller in writing,
a list, in such form as the Servicer or the Seller may reasonably require, of
the names and addresses of the Master Owner Trust Certificateholders as of the
most recent Note Record Date.  Each
Master Owner Trust Certificateholder, by receiving and holding a Master Owner
Trust Certificate, shall be deemed to have agreed not to hold any of the
Servicer, the Seller, the Master Owner Trust or the Master Owner Trust Trustee
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.


 


SECTION 3.8  Maintenance of Master Owner Trust Trustee
Corporate Trust Office.  The Master
Owner Trust Trustee shall maintain in the Borough of Manhattan, the City of New
York, an office or offices or agency or agencies where Master Owner Trust
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Master Owner Trust in respect of the
Master Owner Trust Certificates and the Issuer Documents may be served.  The Master Owner Trust Trustee initially
designates the offices of JPMorgan Chase Bank at 4 New York Plaza, New York,
New York 10004 as its principal office for such purposes.  The Master Owner Trust Trustee shall give
prompt written notice to the Seller and to the Master Owner Trust
Certificateholders of any change in the location of the Certificate Register or
any such office or agency.


 


SECTION 3.9  Appointment of Paying Agent.  The Paying Agent shall make distributions to
Master Owner Trust Certificateholders from the Master Owner Trust Certificate
Distribution Account (as defined in Section 5.1(a) hereto) pursuant
to Section 5.2 and shall report the amounts of such distributions
to the Master Owner Trust Trustee.  Any
Paying Agent shall have the revocable power to withdraw funds from the Master
Owner Trust Certificate Distribution Account (as defined in Section 5.1(a))for
the purpose of making the distributions


 


14

















 


referred to above.  The Master Owner Trust Trustee may appoint
and may revoke such power and remove the Paying Agent if the Master Owner Trust
Trustee determines in its sole discretion that the Paying Agent shall have
failed to perform its obligations under this Agreement in any material
respect.  The Master Owner Trust Trustee
hereby appoints JPMorgan Chase Bank as the initial Paying Agent and appoints as
co-paying agent any co-paying agent chosen by the Paying Agent and acceptable
to the Master Owner Trust Trustee.  The
Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written
notice to the Master Owner Trust Trustee. 
If the Paying Agent shall resign or be removed, the Master Owner Trust
Trustee shall appoint a successor to act as Paying Agent (which shall be a bank
or trust company).  The Master Owner
Trust Trustee shall cause such successor Paying Agent or any additional Paying
Agent appointed by the Master Owner Trust Trustee to execute and deliver to the
Master Owner Trust Trustee an instrument in which such successor Paying Agent
or additional Paying Agent shall agree with the Master Owner Trust Trustee that
as Paying Agent, such successor Paying Agent or additional Paying Agent shall
hold all sums, if any, held by it for distribution to the Master Owner Trust
Certificateholders in trust for the benefit of the Master Owner Trust
Certificateholders entitled thereto until such sums shall be paid to such
Master Owner Trust Certificateholders. 
The Paying Agent shall return all unclaimed funds to the Master Owner
Trust and upon removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to the Master Owner Trust.  The provisions of Sections 6.3, 6.6,
6.7, 6.8 and 6.9 shall apply, mutatis mutandis, to the Master Owner Trust Trustee also in
its role as Paying Agent, for so long as the Master Owner Trust Trustee shall
act as Paying Agent and, to the extent applicable, to any other paying agent
appointed hereunder.  Any reference in
this Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.


 


SECTION 3.10  Seller as Master Owner Trust
Certificateholder.  The Seller in
its individual or any other capacity may become the owner or pledgee of Master
Owner Trust Certificates and may otherwise deal with the Master Owner Trust
Trustee or its Affiliates as if it were not the Seller.


 


ARTICLE IV

ACTIONS BY MASTER OWNER TRUST TRUSTEE


 


SECTION 4.1  Prior Notice to Master Owner Trust
Certificateholders with Respect to Certain Matters.  The Master Owner Trust Trustee shall not
take action with respect to the following matters, unless (i) the Master
Owner Trust Trustee shall have notified the Master Owner Trust
Certificateholders in writing of the proposed action at least 30 days before
the taking of such action and (ii) the Master Owner Trust Certificateholders
shall not have notified the Master Owner Trust Trustee in writing prior to the 30th
day after such notice is given that such Master Owner Trust Certificateholders
have withheld consent or provided alternative direction:


 


(a)  the initiation of any claim or lawsuit by
the Master Owner Trust (other than an action to collect on the Collateral
Certificate or a Dealer Note or an action by the Indenture Trustee pursuant to
the Indenture) and the compromise of any action, claim or lawsuit brought by or
against the Master Owner Trust (other than an action to collect on the
Collateral Certificate or a Dealer Note or an action by the Indenture Trustee
pursuant to the Indenture);


 


15

















 


(b)  the amendment of the Indenture by an
Indenture Supplement in circumstances where the consent of any Noteholder is
required;


 


(c)  the amendment of the Indenture by an
Indenture Supplement in circumstances where the consent of any Noteholder is
not required and such amendment materially adversely affects the interests of
the Master Owner Trust Certificateholders;


 


(d)  the amendment, change or modification of the
Administration Agreement, except to cure any ambiguity or to amend or
supplement any provision in a manner that would not materially adversely affect
the interests of the Master Owner Trust Certificateholders;


 


(e)  the appointment pursuant to the Indenture of
a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to
this Agreement of a successor Certificate Registrar, or the consent to the
assignment by the Note Registrar, Paying Agent or Indenture Trustee or
Certificate Registrar of its obligations under the Indenture or this Agreement,
as applicable;


 


(f)  the amendment of the Pooling and Servicing
Agreement in circumstances where the consent of any Noteholder is required; or


 


(g)  the election by the Master Owner Trust to
file an amendment to the Certificate of Trust, a conformed copy of which is
attached hereto as Exhibit B, except as permitted or required by the
terms of any Issuer Document.


 


SECTION 4.2  Action by Master Owner Trust Certificateholders
with Respect to Certain Matters. 
The Master Owner Trust Trustee shall not have the power, except upon the
written direction of the Master Owner Trust Certificateholders, to (a) remove
the Administrator under the Administration Agreement pursuant to Section 8
thereof, (b)  appoint a successor
Administrator pursuant to Section 8 of the Administration
Agreement, (c)  remove the Servicer or
appoint a successor Servicer under the Pooling and Servicing Agreement pursuant
to Article X thereof or (d) except as expressly provided in the
Issuer Documents, sell the Collateral Certificate or any interest therein after
the termination of the Indenture.  The
Master Owner Trust Trustee shall take the actions referred to in the preceding
sentence only upon written instructions signed by the Master Owner Trust
Certificateholders.


 


SECTION 4.3  Action by Master Owner Trust
Certificateholders with Respect to Bankruptcy.  Neither the Master Owner Trust nor the Master Owner Trust Trustee
shall have the power to commence a voluntary proceeding in bankruptcy relating
to the Master Owner Trust without the unanimous prior approval of the Seller
and all holders of Master Owner Trust Certificates unless the Master Owner
Trust Trustee reasonably believes that the Master Owner Trust is insolvent.


 


SECTION 4.4  Restrictions on Master Owner Trust
Certificateholders’ Power.  The
Master Owner Trust Certificateholders shall not direct the Master Owner Trust
Trustee to take or refrain from taking any action if such action or inaction
would be contrary to any obligation of the Master Owner Trust or the Master
Owner Trust Trustee under this Agreement or any of the Issuer Documents or
would be contrary to Section 2.3, nor shall the Master Owner Trust
Trustee be obligated to follow any such direction, if given.


 


16

















 


SECTION 4.5  Majority Control.  Except as expressly provided herein, any
action that may be taken or consent that may be given or withheld by the Master
Owner Trust Certificateholders under this Agreement shall be effective if such
action is taken or such consent is given or withheld by the holders of a
majority of the Ownership Interest in the Master Owner Trust outstanding as of
the close of the preceding Distribution Date. 
As used herein, “Ownership Interest” means the portion, expressed
as a percentage, of beneficial interest in the Trust represented by a
Certificate.  Except as expressly
provided herein, any written notice, instruction, direction or other document
of the Master Owner Trust Certificateholders delivered pursuant to this
Agreement shall be effective if signed by holders of Master Owner Trust
Certificates evidencing not less than a majority of the Ownership Interest in
the Master Owner Trust at the time of the delivery of such notice.


 


SECTION 4.6  Restriction on Master Owner Trust
Trustee’s Power to Issue Indebtedness.


 


The Master Owner Trust
Trustee shall have no power to create, assume or incur indebtedness or other
liabilities in the name of the Master Owner Trust other than as contemplated by
the Issuer Documents.


 


ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES


 


SECTION 5.1  Establishment of Master Owner Trust
Certificate Distribution Account.


 


(a)  The Seller shall cause the Servicer, for the
benefit of the Master Owner Trust Certificateholders, to establish and maintain
at JPMorgan Chase Bank at 4 New York Plaza, New York, New York 10004, in the
name of the Master Owner Trust an Eligible Deposit Account known as the
Navistar Financial Dealer Note Master Owner Trust Certificate Distribution
Account (the “Master Owner Trust Certificate Distribution Account”),
bearing an additional designation clearly indicating that the funds deposited
therein are held for the benefit of the Master Owner Trust Certificateholders.


 


(b)  The Master Owner Trust, for the benefit of
the Master Owner Trust Certificateholders, shall possess all right, title and
interest in and to all funds on deposit from time to time in the Master Owner
Trust Certificate Distribution Account and in all proceeds thereof.  Except as otherwise provided herein or in
the Indenture or any Indenture Supplement, the Master Owner Trust Certificate
Distribution Account shall be under the sole dominion and control of the Master
Owner Trust Trustee for the benefit of the Master Owner Trust
Certificateholders.  If, at any time,
the Master Owner Trust Certificate Distribution Account ceases to be an
Eligible Deposit Account, the Seller shall cause the Servicer within 10
Business Days (or such longer period, not to exceed 30 calendar days, as to
which each Note Rating Agency may consent) to establish a new Master Owner
Trust Certificate Distribution Account as an Eligible Deposit Account and shall
cause the Master Owner Trust Trustee to transfer any cash and/or any
investments in the old Master Owner Trust Certificate Distribution Account to
such new Master Owner Trust Certificate Distribution Account.


 


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SECTION 5.2  Application of Master Owner Trust Funds.


 


(a)  On each Distribution Date, the Master Owner
Trust Trustee shall (based on the information contained in the monthly servicer
and settlement certificate delivered on the related Transfer Date) distribute
to the Master Owner Trust Certificateholders, in accordance with each of their
respective Ownership Interests, amounts on deposit in the Master Owner Trust
Certificate Distribution Account.


 


(b)  On each Distribution Date, the Master Owner
Trust Trustee shall send (or shall cause to be sent) to each Master Owner Trust
Certificateholder the statement described in Section 5.01 of the
Series Supplement.


 


(c)  If any withholding tax is imposed on
distributions of the Master Owner Trust Estate (or allocations of income) to a
Master Owner Trust Certificateholder, such tax shall reduce the amount
otherwise distributable to the Master Owner Trust Certificateholder in
accordance with this Section 5.2. 
The Master Owner Trust Trustee is hereby authorized and directed to
retain from amounts otherwise distributable to the Master Owner Trust
Certificateholders sufficient funds for the payment of any withholding tax that
is legally owed by the Master Owner Trust in respect of any distribution (but
such authorization shall not prevent the Master Owner Trust Trustee from
contesting any such tax in appropriate proceedings and withholding payment of
such tax, if permitted by law, pending the outcome of such proceedings).  The amount of any withholding tax imposed
with respect to a Master Owner Trust Certificateholder shall be treated as cash
distributed to such Master Owner Trust Certificateholder at the time it is
withheld by the Master Owner Trust and remitted to the appropriate taxing
authority.  If there is a possibility
that withholding tax is payable with respect to a distribution (such as a
distribution to a non-U.S. Master Owner Trust Certificateholder), the Master
Owner Trust Trustee may in its sole discretion withhold such amounts in
accordance with this subsection 5.2(c).  If a Master Owner Trust Certificateholder wishes to apply for a
refund of any such withholding tax, the Master Owner Trust Trustee shall
reasonably cooperate with such Master Owner Trust Certificateholder in making
such claim so long as such Master Owner Trust Certificateholder agrees to
reimburse the Master Owner Trust and the Master Owner Trust Trustee for any
out-of-pocket expenses incurred.


 


(d)  If the Indenture Trustee holds escheated
funds for payment to the Master Owner Trust pursuant to Section 11.03
of the Indenture, the Master Owner Trust Trustee shall, upon written notice
from the Indenture Trustee that such funds exist, submit on behalf of the
Master Owner Trust an Issuer Certificate to the Indenture Trustee pursuant to Section 11.03
of the Indenture instructing the Indenture Trustee to pay such funds pro rata
to or at the order of the Master Owner Trust Certificateholders, or as required
by applicable law.


 


SECTION 5.3  Method of Payment.  Subject to Section 7.1(c),
distributions required to be made to Master Owner Trust Certificateholders on
any Distribution Date shall be made to each Master Owner Trust
Certificateholder of record on the related Note Record Date (i) by wire
transfer, in immediately available funds, to the account of such Master Owner
Trust Certificateholder at a bank or other entity having appropriate facilities
therefor or, where possible, by intra-bank book entry credit, if such Master
Owner Trust Certificateholder shall have provided to the Certificate Registrar
appropriate written instructions at least two Business Days prior to such Note
Record Date.


 


18

















 


SECTION 5.4  Accounting and Reports to the Master
Owner Trust Certificateholders, the Internal Revenue Service and Others.  The Master Owner Trust shall maintain (or
cause to be maintained) the books of the Master Owner Trust on the basis of a
fiscal year ending October 31 on the accrual method of accounting, deliver
to each Master Owner Trust Certificateholder, as may be required by the
Internal Revenue Code and applicable Treasury Regulations or otherwise, such
information as may be required to enable each Master Owner Trust
Certificateholder to prepare its federal income tax returns, file such tax
returns relating to the Master Owner Trust and make such elections as may from
time to time be required or appropriate under any applicable state or federal
statute or rule or regulation thereunder so as to maintain the Master Owner
Trust’s characterization as a division or branch of the Seller for federal
income tax purposes, cause such tax returns to be signed in the manner required
by law and collect or cause to be collected any withholding tax as described in
and in accordance with subsection 5.2(c) with respect to income or
distributions to Master Owner Trust Certificateholders.


 


SECTION 5.5  Signature on Returns.  The Master Owner Trust Trustee shall sign on
behalf of the Master Owner Trust any and all tax returns of the Master Owner
Trust, unless applicable law requires a Master Owner Trust Certificateholder to
sign such documents, in which case such documents shall be signed by the
Seller.


 


ARTICLE VI

THE MASTER OWNER TRUST TRUSTEE


 


SECTION 6.1  Duties of Master Owner Trust Trustee.


 


(a)  The Master Owner Trust Trustee undertakes to
perform such duties, and only such duties, as are specifically set forth in
this Agreement, the Indenture and the other Issuer Documents, including the
administration of the Master Owner Trust in the interest of the Master Owner
Trust Certificateholders, subject to the Issuer Documents and in accordance
with the provisions of this Agreement and the Indenture.  No implied covenants or obligations shall be
read into this Agreement, the Indenture or any other Issuer Document against
the Master Owner Trust Trustee.


 


(b)  Notwithstanding the foregoing, the Master
Owner Trust Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the other Issuer Documents to the extent
the Administrator has agreed in the Administration Agreement to perform any act
or to discharge any duty of the Master Owner Trust Trustee hereunder or under
any other Issuer Document, and the Master Owner Trust Trustee shall not be
liable for the default or failure of the Administrator to carry out its
obligations under the Administration Agreement.


 


(c)  In the absence of bad faith on its part, the
Master Owner Trust Trustee may conclusively rely upon certificates or opinions
furnished to the Master Owner Trust Trustee and conforming to the requirements
of this Agreement in determining the truth of the statements and the
correctness of the opinions contained therein; provided, however, that
the Master Owner Trust Trustee shall have examined such certificates or
opinions so as to determine compliance of the same with the requirements of
this Agreement.


 


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(d)  The Master Owner Trust Trustee may not be
relieved from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that:


 


(i)                                     this
subsection 6.1(d) shall not limit the effect of subsection 6.1(a) or
(b);


 


(ii)                                  the
Master Owner Trust Trustee shall not be liable for any error of judgment made
in good faith by a Master Owner Trust Trustee Authorized Officer unless it is
proved that the Master Owner Trust Trustee was negligent in ascertaining the
pertinent facts; and


 


(iii)                               the
Master Owner Trust Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by
it pursuant to Section 4.1, 4.2 or 6.4.


 


(e)  Subject to Sections 5.1 and 5.2,
monies received by the Master Owner Trust Trustee hereunder need not be
segregated in any manner except to the extent required by law or the Indenture
and may be deposited under such general conditions as may be prescribed by law,
and the Master Owner Trust Trustee shall not be liable for any interest
thereon.


 


(f)  The Master Owner Trust Trustee shall not
take any action that (i) is inconsistent with the purposes of the Master
Owner Trust set forth in Section 2.3 or (ii) would, to the actual
knowledge of a Master Owner Trust Trustee Authorized Officer, result in the
Master Owner Trust becoming taxable as a corporation for federal income tax
purposes.


 


(g)  The Master Owner Trust Certificateholders
shall not direct the Master Owner Trust Trustee to take action that would
violate the provisions of this Section 6.1.


 


SECTION 6.2  Authority of Master Owner Trust Trustee.  The Master Owner Trust Trustee is authorized
and directed to execute and deliver the Issuer Documents and each certificate
or other document attached as an exhibit to or contemplated by the Issuer
Documents, including any documents referred to in Section 2.3(d),
to which the Master Owner Trust is to be a party in such form as the Seller
shall approve as evidenced conclusively by the Master Owner Trust Trustee’s
execution thereof.  In addition to the
foregoing, the Master Owner Trust Trustee is authorized, but shall not be
obligated, to take all actions required of the Master Owner Trust pursuant to
the Issuer Documents.  The Master Owner
Trust Trustee is further authorized from time to time to take such action as
the Administrator recommends with respect to the Issuer Documents.


 


SECTION 6.3  Acceptance of Trusts and Duties.  Except as otherwise provided in this Article VI,
in accepting the trusts hereby created, the Person executing this Agreement as
Master Owner Trust Trustee acts solely as Master Owner Trust Trustee hereunder
and not in its individual capacity and all Persons having any claim against the
Master Owner Trust Trustee by reason of the transactions contemplated by this
Agreement or any Issuer Document shall look only to the Master Owner Trust
Estate for payment or satisfaction thereof. 
The Master Owner Trust Trustee accepts the trusts hereby created and
agrees to perform its duties hereunder with respect to such trusts but only
upon the terms of this Agreement.  The
Master Owner Trust Trustee also agrees to disburse all monies actually received
by it constituting part of the Master


 


20

















 


Owner Trust Estate upon
the terms of this Agreement.  The Master
Owner Trust Trustee shall not be liable or accountable hereunder or under any
Issuer Document under any circumstances, except for its own negligent action,
its own negligent failure to act or its own willful misconduct or in the case
of the inaccuracy of any representation or warranty contained in Section 6.6
and expressly made by the Master Owner Trust Trustee.  In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):


 


(a)  the Master Owner Trust Trustee shall at no
time have any responsibility or liability for or with respect to the legality,
validity and enforceability of the Collateral Certificate or any Dealer Note or
the perfection and priority of any security interest created by the Collateral
Certificate or any Dealer Note in any Financed Vehicle or the maintenance of
any such perfection and priority, or for or with respect to the sufficiency of
the Master Owner Trust Estate or its ability to generate the distributions and
payments to be made to Master Owner Trust Certificateholders under this
Agreement or to Noteholders under the Indenture, including, without limitation:
the existence and contents of any Dealer Note on any computer or other record
thereof; the validity of the assignment of the Collateral Certificate or any
Dealer Note to the Master Owner Trust or of any intervening assignment; the
completeness of any Dealer Note; the performance or enforcement of any Dealer
Note; the compliance by the Seller or the Servicer with any warranty or
representation made under any Issuer Document or in any related document or the
accuracy of any such warranty or representation or any action of the
Administrator, the Indenture Trustee or the Servicer or any subservicer taken
in the name of the Master Owner Trust Trustee;


 


(b)  the Master Owner Trust Trustee shall not be
liable with respect to any action taken or omitted to be taken by it in
accordance with the instructions of the Administrator or any Master Owner Trust
Certificateholder;


 


(c)  no provision of this Agreement or any other
Issuer Document shall require the Master Owner Trust Trustee to expend or risk
funds or otherwise incur any financial liability in the performance of any of
its rights or powers hereunder or under any other Issuer Document, if the
Master Owner Trust Trustee shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured or provided to it;


 


(d)  under no circumstances shall the Master
Owner Trust Trustee be liable for indebtedness evidenced by or arising under
any of the Issuer Documents, including the principal of and interest on the
Notes or any amounts payable with respect to the Master Owner Trust
Certificates;


 


(e)  the Master Owner Trust Trustee shall not be
responsible for or in respect of, the validity or sufficiency of any provision
of this Agreement or for the due execution hereof by the Seller or for the
form, character, genuineness, sufficiency, value or validity of any of the
Master Owner Trust Estate or for or in respect of the validity or sufficiency
of the Issuer Documents, the Notes, the Master Owner Trust Certificates (other
than the certificate of authentication on the Master Owner Trust Certificates)
or of any Dealer Notes or any related documents, and the Master Owner Trust
Trustee shall in no event assume or incur any liability, duty or obligation to
any Noteholder or to any Master Owner Trust Certificateholder, other than as
expressly provided for herein and in the other Issuer Documents;


 


21

















 


(f)  the Master Owner Trust Trustee shall not be
liable for the default or misconduct of the Administrator, the Indenture
Trustee, the Seller or the Servicer under any of the Issuer Documents or
otherwise and the Master Owner Trust Trustee shall not have any obligation or
liability to perform the obligations of the Master Owner Trust under this
Agreement or the other Issuer Documents that are required to be performed by
the Administrator under the Administration Agreement, the Indenture Trustee
under the Indenture, the Servicer under the Pooling and Servicing Agreement or
Navistar Financial under the Purchase Agreement; and


 


(g)  the Master Owner Trust Trustee shall not be
under any obligation to exercise any of the rights or powers vested in it by
this Agreement, or to institute, conduct or defend any litigation under this
Agreement or otherwise or in relation to this Agreement or any other Issuer
Document, at the request, order or direction of any of the Master Owner Trust
Certificateholders, unless such Master Owner Trust Certificateholders have offered
to the Master Owner Trust Trustee security or indemnity satisfactory to it
against the costs, expenses and liabilities that may be incurred by the Master
Owner Trust Trustee therein or thereby. 
The right of the Master Owner Trust Trustee to perform any discretionary
act enumerated in this Agreement or in any Issuer Document shall not be
construed as a duty, and the Master Owner Trust Trustee shall not be answerable
for other than its negligence or willful misconduct in the performance of any
such act.


 


SECTION 6.4  Action upon Instruction by Master Owner
Trust Certificateholders.


 


(a)  Subject to Section 4.4 and Section 6.1(g),
the Master Owner Trust Certificateholders may by written instruction direct the
Master Owner Trust Trustee in the management of the Master Owner Trust.  Such direction may be exercised at any time
by written instruction of the Master Owner Trust Certificateholders pursuant to
Section 4.5.


 


(b)  Notwithstanding the foregoing, the Master
Owner Trust Trustee shall not be required to take any action hereunder or under
any other Issuer Document if the Master Owner Trust Trustee shall have
reasonably determined, or shall have been advised by counsel, that such action
is likely to result in liability on the part of the Master Owner Trust Trustee
or is contrary to the terms hereof or of any Issuer Document or is otherwise
contrary to law.


 


(c)  Whenever the Master Owner Trust Trustee is
unable to decide between alternative courses of action permitted or required by
the terms of this Agreement or any other Issuer Document, or is unsure as to
the application, intent, interpretation or meaning of any provision of this
Agreement or the other Issuer Documents, the Master Owner Trust Trustee shall
promptly give notice (in such form as shall be appropriate under the
circumstances) to the Master Owner Trust Certificateholders requesting
instruction as to the course of action to be adopted, and, to the extent the
Master Owner Trust Trustee acts in good faith in accordance with any such
instruction received, the Master Owner Trust Trustee shall not be liable on
account of such action to any Person. 
If the Master Owner Trust Trustee shall not have received appropriate
instructions within ten days of such notice (or within such shorter period of
time as reasonably may be specified in such notice or may be necessary under
the circumstances) it may, but shall be under no duty to, take or refrain from
taking such action which is consistent, in its view, with this Agreement or the
other Issuer Documents, and as it shall deem to be in the best interests of the
Master Owner Trust Certificateholders, and the Master Owner Trust Trustee shall
have no liability to any Person for any such action or inaction.


 


22

















 


SECTION 6.5  Furnishing of Documents.  The Master Owner Trust Trustee shall furnish
to the Master Owner Trust Certificateholders and the Indenture Trustee,
promptly upon receipt of a written request therefor, duplicates or copies of
all reports, notices, requests, demands, certificates, financial statements and
any other instruments furnished to the Master Owner Trust or the Master Owner
Trust Trustee under the Issuer Documents.


 


SECTION 6.6  Representations and Warranties of Master
Owner Trust Trustee.  The Master
Owner Trust Trustee (as such and in its individual capacity) hereby represents
and warrants to the Seller, for the benefit of the Master Owner Trust
Certificateholders, that:


 


(a)  It is a national bank duly organized,
validly existing and in good standing under the laws of the United States of
America.  The eligibility requirements
set forth in Section 6.13 (a) - (d) are satisfied with respect to
it.


 


(b)  It has full power, authority and legal right
to execute, deliver and perform this Agreement, and has taken all necessary
action to authorize the execution, delivery and performance by it of this
Agreement.


 


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


 


(d)  The execution, delivery and performance by
the Master Owner Trust Trustee of this Agreement shall not require the
authorization, consent or approval of, the giving of notice to, the filing or
registration with, or the taking of any other action in respect of, any
governmental authority or agency regulating the corporate trust activities of
the Master Owner Trust Trustee.


 


(e)  This Agreement has been duly executed and
delivered by the Master Owner Trust Trustee and constitutes the legal, valid
and binding agreement of the Master Owner Trust Trustee, enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, or other similar laws affecting the
enforcement of creditors’ rights in general and by general principles of
equity, regardless of whether such enforceability is considered in a proceeding
in equity or at law.


 


SECTION 6.7  Reliance; Advice of Counsel.


 


(a)  The Master Owner Trust Trustee shall incur
no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report,


 


23

















 


opinion, bond or other
document or paper believed by it to be genuine and believed by it to be signed
by the proper party or parties and need not investigate any fact or matter in
any such document.  The Master Owner
Trust Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect.  As to any
fact or matter the method of the determination of which is not
specifically prescribed herein, the Master Owner Trust Trustee may for all
purposes hereof rely on a certificate, signed by the president or any vice
president or by the treasurer or other authorized officers of the relevant
party, as to such fact or matter, and such certificate shall constitute full
protection to the Master Owner Trust Trustee for any action taken or omitted to
be taken by it in good faith in reliance thereon.


 


(b)  In the exercise or administration of the
trusts hereunder and in the performance of its duties and obligations under
this Agreement or the Issuer Documents, the Master Owner Trust Trustee (i) may
act directly or through its agents, attorneys, custodians or nominees pursuant
to agreements entered into with any of them, and the Master Owner Trust Trustee
shall not be liable for the conduct or misconduct of such agents, attorneys,
custodians or nominees if such agents, attorneys, custodians or nominees shall
have been selected by the Master Owner Trust Trustee with reasonable care and
(ii) may consult with counsel, accountants and other skilled professionals to
be selected with reasonable care and employed by it.  The Master Owner Trust Trustee shall not be liable for anything
done, suffered or omitted in good faith by it in accordance with the opinion or
advice of any such counsel, accountants or other such Persons and that it does
not know to be contrary to this Agreement or any other Issuer Document.


 


SECTION 6.8  Master Owner Trust Trustee May Own Master
Owner Trust Certificates and Notes. 
The Master Owner Trust Trustee in its individual or any other capacity
may become the owner or pledgee of Master Owner Trust Certificates or Notes and
may deal with the Seller, the Administrator, the Indenture Trustee and the
Servicer in transactions in the same manner as it would have if it were not the
Master Owner Trust Trustee.


 


SECTION 6.9  Compensation and Indemnity.


 


(a)  The Master Owner Trust Trustee shall receive
as compensation from the Servicer for its services hereunder such fees as have
been separately agreed upon before the date hereof between the Servicer and the
Master Owner Trust Trustee, and the Master Owner Trust Trustee shall be
entitled to be reimbursed by the Servicer for its fees and other reasonable
expenses hereunder, including the reasonable compensation, expenses and
disbursements of such agents, custodians, nominees, representatives, experts
and counsel as it may employ in connection with the exercise and performance of
its rights and its duties hereunder as provided in Section 3.02 of
the Series Supplement.  The Servicer
shall indemnify the Master Owner Trust Trustee and its successors, assigns,
agents and servants in accordance with the provisions of Section 3.03
of the Series Supplement.  The
compensation and indemnities described in this Section 6.9 shall
survive the resignation or termination of the Master Owner Trust Trustee or the
termination of this Agreement.  Any
amounts paid to the Master Owner Trust Trustee pursuant to this Article VI
shall not be deemed to be a part of the Master Owner Trust Estate
immediately after such payment.


 


24

















 


SECTION 6.10  Replacement of Master Owner Trust Trustee.


 


(a)  The Master Owner Trust Trustee may give
notice of its intent to resign and be discharged from the trusts hereby created
by written notice thereof to the Administrator; provided that no such
resignation shall become effective, and the Master Owner Trust Trustee shall
not resign, prior to the time set forth in Section 6.10(c).  The Administrator may appoint a successor
Master Owner Trust Trustee by delivering a written instrument, in duplicate, to
the resigning Master Owner Trust Trustee and the successor Master Owner Trust
Trustee.  If no successor Master Owner
Trust Trustee shall have been appointed and have accepted its appointment
within 30 days after the giving of such notice, the resigning Master Owner
Trust Trustee giving such notice may petition any court of competent
jurisdiction for the appointment of a successor Master Owner Trust
Trustee.  The Administrator shall remove
the Master Owner Trust Trustee if:


 


(i)                                     the
Master Owner Trust Trustee shall cease to be eligible in accordance with the
provisions of Section 6.13 and shall fail to resign after written
request therefor by the Administrator;


 


(ii)                                  the
Master Owner Trust Trustee shall be adjudged bankrupt or insolvent;


 


(iii)                               a
receiver or other public officer shall be appointed or take charge or control
of the Master Owner Trust Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation; or


 


(iv)                              the
Master Owner Trust Trustee shall otherwise be incapable of acting.


 


(b)  If the Master Owner Trust Trustee gives
notice of its intent to resign or is removed or if a vacancy exists in the
office of Master Owner Trust Trustee for any reason, the Administrator shall
promptly appoint a successor Master Owner Trust Trustee by written instrument,
in duplicate (one copy of which instrument shall be delivered to the outgoing
Master Owner Trust Trustee so removed and one copy to the successor Master
Owner Trust Trustee) and shall pay all fees owed to the outgoing Master Owner
Trust Trustee.


 


(c)  Any resignation or removal of the Master
Owner Trust Trustee and appointment of a successor Master Owner Trust Trustee
pursuant to any of the provisions of this Section 6.10 shall not
become effective and no such resignation shall be deemed to have occurred until
a written acceptance of appointment is delivered by the successor Master Owner
Trust Trustee to the outgoing Master Owner Trust Trustee and the Administrator
and all fees and expenses due to the outgoing Master Owner Trust Trustee are
paid.  Any successor Master Owner Trust
Trustee appointed pursuant to this Section 6.10 shall be eligible
to act in such capacity in accordance with Section 6.13 and,
following compliance with the preceding sentence, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor under
this Agreement, with like effect as if originally named as Master Owner Trust
Trustee.  The Administrator shall
provide notice of such resignation or removal of the Master Owner Trust Trustee
to each of the Note Rating Agencies.


 


25

















 


(d)  The predecessor Master Owner Trust Trustee
shall upon payment of its fees and expenses deliver to the successor Master
Owner Trust Trustee all documents and statements and monies held by it under
this Agreement.  The Administrator and
the predecessor Master Owner Trust Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor Master Owner Trust
Trustee all such rights, powers, duties and obligations.


 


(e)  Upon acceptance of appointment by a
successor Master Owner Trust Trustee pursuant to this Section 6.10,
the Administrator shall mail notice of the successor of such Master Owner Trust
Trustee to all Master Owner Trust Certificateholders, the Indenture Trustee,
the Noteholders and the Note Rating Agencies. 
The successor Master Owner Trust Trustee shall file an appropriate
amendment to the Certificate of Trust.


 


SECTION 6.11  Merger or Consolidation of Master Owner
Trust Trustee.  Any Person into
which the Master Owner Trust Trustee may be merged or converted or with which
it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Master Owner Trust Trustee shall be a party, or any
Person succeeding to all or substantially all of the corporate trust business
of the Master Owner Trust Trustee, shall be the successor of the Master Owner
Trust Trustee hereunder, provided such Person shall be eligible pursuant to Section 6.13,
and without the execution or filing of any instrument or any further act on the
part of any of the parties hereto; provided, however, that (a) the
Master Owner Trust Trustee shall give prior written notice of such merger or
consolidation to the Note Rating Agencies and (b) the Master Owner Trust
Trustee shall file any necessary amendment to the Certificate of Trust with the
Secretary of State of Delaware.


 


SECTION 6.12  Appointment of Co-Trustee or Separate
Trustee.


 


(a)  Notwithstanding any other provisions of this
Agreement, at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Master Owner Trust Estate may at the time
be located, the Administrator and the Master Owner Trust Trustee acting jointly
shall have the power and shall execute and deliver all instruments to appoint
one or more Persons approved by each of the Administrator and the Master Owner
Trust Trustee to act as co-trustee, jointly with the Master Owner Trust
Trustee, or as separate trustee or trustees, of all or any part of the Master
Owner Trust Estate, and to vest in such Person, in such capacity, such title to
the Master Owner Trust Estate, or any part thereof, and, subject to the other
provisions of this Section 6.12, such powers, duties, obligations,
rights and trusts as the Administrator and the Master Owner Trust Trustee may
consider necessary or desirable.  If the
Administrator shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so, the Master Owner Trust Trustee alone
shall have the power to make such appointment. 
No co-trustee or separate trustee under this Agreement shall be required
to meet the terms of eligibility as a successor trustee pursuant to Section 6.13
and no notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 6.10.


 


(b)  Each separate trustee and co-trustee shall,
to the extent permitted by law, be appointed and act subject to the following
provisions and conditions:


 


(i)                                     all
rights, powers, duties and obligations conferred or imposed upon the Master
Owner Trust Trustee shall be conferred upon


 


26

















 


and exercised or
performed by the Master Owner Trust 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 Master Owner Trust
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
Master Owner Trust Trustee shall be incompetent or unqualified to perform such
act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Master Owner Trust Estate or any portion
thereof in any such jurisdiction) shall be exercised and performed singly by
such separate trustee or co-trustee, but solely at the direction of the Master
Owner Trust Trustee;


 


(ii)                                  no
trustee under this Agreement shall be personally liable by reason of any act or
omission of any other trustee under this Agreement (unless such other trustee
acts or fails to act at the direction of such first trustee); and


 


(iii)                               the
Administrator and the Master Owner Trust Trustee acting jointly may at any time
accept the resignation of or remove any separate trustee or co-trustee.


 


(c)  Any notice, request or other writing given
to the Master Owner Trust Trustee shall be deemed to have been given to each of
the then separate trustees and co-trustees, as effectively as if given to each
of them.  Every instrument appointing
any separate trustee or co-trustee shall refer to this Agreement and the
conditions of this Article.  Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of appointment,
either jointly with the Master Owner Trust Trustee or separately, as may be
provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Master Owner Trust
Trustee.  Each such instrument shall be
filed with the Master Owner Trust Trustee and a copy thereof given to the
Administrator.


 


(d)  Any separate trustee or co-trustee may at
any time appoint the Master Owner Trust Trustee as its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by
law, to do any lawful act under or in respect of this Agreement on its behalf
and in its name.  If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed,
all of its estates, properties, rights, remedies and trusts shall vest in and
be exercised by the Master Owner Trust Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.


 


SECTION 6.13  Eligibility Requirements for Master Owner
Trust Trustee.  The Master Owner
Trust Trustee shall at all times: 
(a) be a corporation, a national banking association or a bank
satisfying the provisions of Section 3807(a) of the Statutory Trust
Statute; (b) be authorized to exercise corporate trust powers;
(c) have a combined capital and surplus of at least $50,000,000 and be
subject to supervision or examination by federal or state authorities; and
(d) have a long-term unsecured debt rating of at least BBB- by Standard
& Poor’s or be otherwise satisfactory to Standard & Poor’s.  If such Person or bank shall publish reports
of condition at 


 


27

















 


least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section 6.13, the combined
capital and surplus of such Person or bank shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  If at any time the Master
Owner Trust Trustee shall cease to be eligible in accordance with the
provisions of this Section 6.13, the Master Owner Trust Trustee
shall resign immediately in the manner and with the effect specified in Section 6.10.


 


ARTICLE VII

TERMINATION OF MASTER OWNER TRUST AGREEMENT


 


SECTION 7.1  Termination of Master Owner Trust
Agreement.


 


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


 


(b)  This Agreement shall be irrevocable.  Except as provided in Section 7.1(a)
and in this Section 7.1(b), neither the Seller nor any Master Owner
Trust Certificateholder shall be entitled to revoke or terminate the Master
Owner Trust or this Agreement.  Each of
the Seller, the Master Owner Trust and the Master Owner Trust Trustee
acknowledges that the Indenture Trustee, on behalf of the Noteholders, is a
third-party beneficiary of this Agreement. 
For so long as the Notes are outstanding, neither the Master Owner Trust
nor this Agreement shall be revoked without the consent of the Indenture
Trustee.  Each of the Seller, the Master
Owner Trust and the Master Owner Trust Trustee acknowledges that the Indenture
Trustee, as an agent of the Noteholders, maintains a legitimate interest in
ensuring that the Master Owner Trust is not revoked prior to the fulfillment of
the Master Owner Trust objectives.  In
no event may this Agreement be amended without the consent of the Indenture
Trustee if the effect of such amendment is the revocation or termination of
this Master Owner Trust other than in accordance with this Section 7.1.


 


(c)  Notice of any dissolution of the Master
Owner Trust specifying the Distribution Date upon which the Master Owner Trust
Certificateholders shall surrender their Master Owner Trust Certificates to the
Master Owner Trust Trustee for payment of the final distribution and
cancellation, shall be given by the Master Owner Trust Trustee by letter to
Master Owner Trust Certificateholders mailed within five Business Days of
receipt of notice of dissolution from the Servicer given pursuant to Section 7.1(c)
of the Indenture, stating:  (i) the
Distribution Date upon or with respect to which the final distribution on the
Master Owner Trust Certificates shall be made upon presentation and surrender
of the Master Owner Trust Certificates at the office of the Master Owner Trust
Trustee; (ii) the amount of any such final distribution; and (iii) that the
Note Record Date otherwise applicable to such Distribution Date is


 


28

















 


not applicable,
distributions being made only upon presentation and surrender of the Master
Owner Trust Certificates at the office of the Master Owner Trust Trustee
therein specified.  The Master Owner
Trust Trustee shall give such notice to the Certificate Registrar (if other
than the Master Owner Trust Trustee) and the Master Owner Trust Trustee at the
time such notice is given to Master Owner Trust Certificateholders.  Upon presentation and surrender of the
Master Owner Trust Certificates, the Master Owner Trust Trustee shall cause to
be distributed to Master Owner Trust Certificateholders amounts distributable
on such Distribution Date pursuant to Section 5.2.


 


(d)  If all of the Master Owner Trust
Certificateholders shall not surrender their Master Owner Trust Certificates
for cancellation within six months after the date specified in the written
notice specified in Section 7.1(c), the Master Owner Trust Trustee
shall give a second written notice to the remaining Master Owner Trust
Certificateholders to surrender their Master Owner Trust Certificates for
cancellation and receive the final distribution with respect thereto.  If within one year after the second notice
all the Master Owner Trust Certificates shall not have been surrendered for cancellation,
the Master Owner Trust Trustee may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the remaining Master Owner Trust
Certificateholders concerning surrender of their Master Owner Trust
Certificates, and the cost thereof shall be paid out of the funds and other
assets that shall remain subject to this Agreement.  Subject to applicable laws with respect to escheat of funds, any
funds remaining in the Master Owner Trust Estate after exhaustion of such
remedies in the preceding sentence shall be deemed property of the Seller and
distributed by the Master Owner Trust Trustee to the Seller.


 


(e)  Within 60 days of the later of (i) the
cancellation of all of the Master Owner Trust Certificates pursuant to Section 7.1(c)
or Section 7.1(d), or (ii) payment to the Seller of funds remaining
in the Master Owner Trust Estate pursuant to Section 7.1(d), the
Master Owner Trust Trustee shall provide each of the Note Rating Agencies with
written notice stating that all Master Owner Trust Certificates have been so
canceled or such funds have been so paid to the Seller.


 


(f)  Upon completion of the winding up of the
trust, the Master Owner Trust Trustee shall cause the Certificate of Trust to
be canceled by filing a certificate of cancellation with the Secretary of State
of Delaware in accordance with the provisions of Section 3810 of the
Statutory Trust Statute and, upon such filing, the Master Owner Trust shall
terminate.


 


ARTICLE VIII

AMENDMENTS


 


SECTION 8.1  Amendments Without Consent of Master
Owner Trust Certificateholders or Noteholders.  This Agreement may be amended by the Seller and the Master Owner
Trust Trustee without the consent of any of the Securityholders (but with prior
notice to each of the Note Rating Agencies) to (i) cure any ambiguity,
(ii) correct or supplement any provision in this Agreement that may be
defective or inconsistent with any other provision in this Agreement or any
other Issuer Document, (iii) add or supplement any credit enhancement for the
benefit of the Securityholders (provided that if any such addition shall affect
any class of Securityholders differently than any other class of
Securityholders, then such addition shall not, as evidenced by an Officer’s
Certificate of the Servicer delivered to the Master Owner Trust Trustee,
adversely affect in any material respect the interests of any class of the
Securityholders), (iv) add to the


 


29

















 


covenants, restrictions
or obligations of the Seller or the Master Owner Trust Trustee for the benefit
of the Securityholders, (v) evidence and provide for the acceptance of the
appointment of a successor Master Owner Trust Trustee with respect to the
Master Owner Trust Estate and add to or change any provisions as shall be
necessary to facilitate the administration of the trusts hereunder by more than
one Master Owner Trust Trustee pursuant to Article VI, or (vi) add,
change or eliminate any other provision of this Agreement in any manner that
shall not, as evidenced by an Officer’s Certificate of the Servicer delivered
to the Master Owner Trust Trustee, adversely affect in any material respect the
interests of the Securityholders.


 


SECTION 8.2  Amendments With Consent of Master Owner
Trust Certificateholders and Noteholders. 
This Agreement may be amended from time to time by the Seller and the
Master Owner Trust Trustee with prior written notice to each of the Note Rating
Agencies and with the consent of Noteholders whose Notes evidence not less than
a majority of the Outstanding Principal Amount of the Notes as of the close of
business on the preceding Distribution Date and the consent of the holders of
Master Owner Trust Certificates evidencing not less than a majority of the
Ownership Interests in the Master Owner Trust Estate as of the close of
business on the preceding Distribution Date (which consent, whether given
pursuant to this Section 8.2 or pursuant to any other provision of
this Agreement, shall be conclusive and binding on such Person and on all
future holders of such Notes or Master Owner Trust Certificates and of any
Notes or Master Owner Trust Certificates issued upon the registration of
transfer thereof or in exchange thereof or in lieu thereof whether or not
notation of such consent is made upon the Notes or Master Owner Trust
Certificates) for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement, or of modifying
in any manner the rights of the Noteholders or the Master Owner Trust Certificateholders;
provided, however, that no such amendment shall (a) increase or
reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on the Collateral Certificate or the Dealer Notes or
distributions that shall be required to be made on any Note, (b) reduce
the aforesaid percentage required to consent to any such amendment or (c) amend
Section 4.3, without the consent of the Holders of all of the Notes
and the holders of all of the Master Owner Trust Certificates then outstanding;
provided further, that such amendment will not, as evidenced by a Master
Owner Trust Tax Opinion addressed and delivered to the Master Owner Trust
Trustee and the Indenture Trustee, cause the Master Owner Trust to be
classified as an association (or publicly traded partnership) taxable as a
corporation for federal income tax purposes. The Administrator shall furnish
notice of the substance of any proposed amendment, supplement or consent under
this Section 8.2 to each of the Note Rating Agencies prior to
obtaining consent thereto.


 


SECTION 8.3  Form of Amendments.


 


(a)  Promptly after the execution of any
amendment, supplement or consent pursuant to Section 8.1 or 8.2,
the Master Owner Trust Trustee shall furnish written notification of the
substance of such amendment or consent to each Master Owner Trust
Certificateholder, the Indenture Trustee and each Note Rating Agency.


 


(b)  It shall not be necessary for the consent of
Master Owner Trust Certificateholders, the Noteholders or the Indenture Trustee
pursuant to Section 8.2 to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof.  The
manner of obtaining such consents (and any


 


30

















 


other consents of Master
Owner Trust Certificateholders provided for in this Agreement or in any other
Issuer Document) and of evidencing the authorization of the execution thereof
by Master Owner Trust Certificateholders and Noteholders shall be subject to
such reasonable requirements as the Master Owner Trust Trustee may prescribe.


 


(c)  Prior to the execution of any amendment to
this Agreement or the Certificate of Trust, the Master Owner Trust Trustee
shall be entitled to receive and rely upon an opinion of counsel delivered to
the Master Owner Trust Trustee stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent to
such execution have been satisfied.  The
Master Owner Trust Trustee may, but shall not be obligated to, enter into any
such amendment which affects the Master Owner Trust Trustee’s own rights,
duties or immunities under this Agreement or otherwise.


 


(d)  Promptly after the execution of any amendment
to the Certificate of Trust, the Master Owner Trust Trustee shall cause the
filing of such amendment with the Secretary of State of the State of Delaware.


 


(e)  Notwithstanding any other provision of this
Agreement, if the consent of an Enhancement Provider is required pursuant to
any Enhancement Agreement to amend this Agreement, any such purported amendment
shall be null and void ab initio unless such Enhancement Provider consents in
writing to such amendment.


 


ARTICLE IX

MISCELLANEOUS


 


SECTION 9.1  No Legal Title to Master Owner Trust
Estate.  The Master Owner Trust
Certificateholders shall not have legal title to any part of the Master Owner
Trust Estate.  The Master Owner Trust
Certificateholders shall be entitled to receive distributions with respect to
their undivided beneficial interest therein only in accordance with Articles
V and VII.  No transfer, by
operation of law or otherwise, of any right, title, and interest of the Master
Owner Trust Certificateholders to and in their Ownership Interest in the Master
Owner Trust Estate shall operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it
of legal title to any part of the Master Owner Trust Estate.


 


SECTION 9.2  Limitations on Rights of Others.  The provisions of this Agreement are solely
for the benefit of the Master Owner Trust Trustee (as such and in its
individual capacity) and any other Person that is indemnified by the Servicer
under Section 6.9 of this Agreement, the Seller, the Master Owner
Trust Certificateholders, the Administrator and, to the extent expressly
provided herein, the Indenture Trustee and the Noteholders, and nothing in this
Agreement, whether express or implied, shall be construed to give to any other
Person any legal or equitable right, remedy or claim in the Master Owner Trust
Estate or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.  The
Administrator shall be a third party beneficiary with respect to the rights
granted to it under Section 6.10(a).


 


SECTION 9.3  Notices.  All demands, notices and communications upon or to the Seller,
the Servicer, the Administrator, the Indenture Trustee, the Master Owner Trust
Trustee, the Note Rating Agencies or any Master Owner Trust Certificateholder
under this Agreement shall be delivered as specified in Section 1.05
of the Indenture.


 


31

















 


SECTION 9.4  Severability.  If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed enforceable to the fullest extent permitted, and if not so
permitted, shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the Master
Owner Trust Certificates or the rights of the holders thereof.


 


SECTION 9.5  Counterparts.  This Agreement may be executed by the
parties hereto in separate counterparts (and by different parties on separate
counterparts), each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument.


 


SECTION 9.6  Successors and Assigns.  All covenants and agreements contained
herein shall be binding upon, and inure to the benefit of, the Seller, the
Master Owner Trust Trustee and each Master Owner Trust Certificateholder and
their respective successors and permitted assigns, all as herein provided.  Any request, notice, direction, consent,
waiver or other instrument or action by a Master Owner Trust Certificateholder
shall bind the successors and assigns of such Master Owner Trust
Certificateholder.


 


SECTION 9.7  No Petition Covenant.  Notwithstanding any prior termination of
this Agreement, the Master Owner Trust Trustee (as such and in its individual
capacity), and each Master Owner Trust Certificateholder, by accepting a Master
Owner Trust Certificate (or interest therein), hereby covenant and agree that
they shall not, prior to the date which is one year and one day after the
termination of this Agreement acquiesce, petition or otherwise invoke or cause
the Master Owner Trust or the Seller to invoke the process of any court or
governmental authority for the purpose of commencing or sustaining a case
against the Master Owner Trust or the Seller under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Master Owner Trust or the Seller or any substantial part of either of their
properties, or ordering the winding up or liquidation of the affairs of the
Master Owner Trust or the Seller.


 


Notwithstanding any prior
termination of this Agreement, the Seller hereby covenants and agrees that it
shall not, prior to the date which is one year and one day after the
termination of this Agreement acquiesce, petition or otherwise invoke or cause
the Master Owner Trust to invoke the process of any court or governmental
authority for the purpose of commencing or sustaining a case against the Master
Owner Trust under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Master Owner Trust or any substantial part of
its property, or ordering or winding up or liquidation of the affairs of the Master
Owner Trust.


 


SECTION 9.8  No Recourse.  Each Master Owner Trust Certificateholder by
accepting a Master Owner Trust Certificate (or interest therein) acknowledges
that such Person’s Master Owner Trust Certificate (or interest therein)
represents beneficial interests in the Master Owner Trust only and does not
represent interests in or obligations of the Seller, the Servicer, the
Administrator, the Master Owner Trust Trustee, the Indenture Trustee or any
Affiliate thereof and no recourse, either directly or indirectly, may be had
against such parties or their assets, except as may be expressly set forth or
contemplated in this Agreement, the Master Owner Trust 


 


32

















 


Certificates or the other
Issuer Documents.  Except as expressly
provided in the Issuer Documents, neither the Seller, the Servicer nor the
Master Owner Trust Trustee in their respective individual capacities, nor any
of their respective partners, beneficiaries, agents, officers, directors, employees
or successors or assigns, shall be personally liable for, nor shall recourse be
had to any of them for, the distribution of any amount with respect to the
Master Owner Trust Certificates, or the Master Owner Trust Trustee’s
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Master Owner Trust Certificates or this
Agreement, it being expressly understood that said covenants and obligations
have been made by the Master Owner Trust Trustee solely in its capacity as the
Master Owner Trust Trustee.  Each Master
Owner Trust Certificateholder by the acceptance of a Master Owner Trust
Certificate (or beneficial interest therein) shall agree that, except as expressly
provided in the Issuer Documents, in the case of nonpayment of any amounts with
respect to the Master Owner Trust Certificates, it shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom.


 


SECTION 9.9  Headings.  The headings of the various Articles and Sections herein are for
purposes of reference only and shall not affect the meaning or interpretation
of any provision hereof.


 


SECTION 9.10  Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware,
without reference to its conflict of law provisions, and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance
with such laws.


 


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


 


SECTION 9.12  Amended and Restated Master Owner Trust
Agreement.  It is the intent of the
parties hereto that this Master Owner Trust Agreement shall as of June 10,
2004, replace in its entirety the Initial Master Owner Trust Agreement; provided,
that with respect to the period of time from April 30, 2004 through
June 10, 2004, the rights and obligations of the parties shall be governed
by the Initial Master Owner Trust Agreement; provided further, that the
amendment and restatement of the Initial Master Owner Trust Agreement shall not
affect any of the grants, conveyances or transfers contemplated by the Initial
Master Owner Trust Agreement to have occurred prior to the date hereof.


 


SECTION 9.13  Tax Disclosure.  Each of the undersigned parties agrees to
comply with Section 14.11 of the Indenture.


 


33

















 


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


 


	
   

  	
  CHASE MANHATTAN BANK
  USA, NATIONAL ASSOCIATION, as Master Owner Trust Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John J. Cashin

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  John J. Cashin

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NAVISTAR FINANCIAL
  SECURITIES

  CORPORATION, as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  Andrew J. Cederoth

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Andrew J. Cederoth

  
	
   

  	
  Title:

  	
  Vice President and
  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 MASTER OWNER
TRUST CERTIFICATE

NUMBER R-    

OWNERSHIP INTEREST:       %


 


SEE REVERSE FOR
CERTAIN DEFINITIONS


 


THIS MASTER OWNER
TRUST CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF (i) AN “EMPLOYEE
BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO
THE PROVISIONS OF TITLE I OF ERISA, (ii) A PLAN DESCRIBED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY SUCH
PLAN.  BY ACCEPTING AND HOLDING THIS
MASTER OWNER TRUST CERTIFICATE, THE MASTER OWNER TRUST CERTIFICATEHOLDER HEREOF
AND THE MASTER OWNER TRUST CERTIFICATE OWNER SHALL EACH BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFIT PLAN.


 


THE SECURITIES
REPRESENTED BY THIS MASTER OWNER TRUST CERTIFICATE WERE ORIGINALLY ISSUED ON
                 
    , 200   HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR AN EXEMPTION FROM REGISTRATION THEREUNDER.


 


Navistar Financial
Dealer Note Master Owner Trust


 


MASTER OWNER TRUST
CERTIFICATE


 


evidencing a fractional undivided beneficial interest in the Master
Owner Trust, as defined below, the property of which includes a Collateral
Certificate (as defined below) in the Navistar Financial Dealer Note Master
Trust (the “Master Trust”).  The
primary assets of the Master Trust consist of a revolving pool of Dealer Notes
arising under floor plan financing agreements between Navistar Financial
Corporation and retail dealers to finance their inventories of new and used
trucks, truck bodies, buses and trailers.


 


This Master Owner Trust Certificate does not represent an interest in
or obligation of the Navistar Financial Dealer Note Master Trust, Navistar
Financial Securities Corporation, Navistar Financial Corporation, International
Truck and Engine Corporation, Navistar International Corporation, the Indenture
Trustee, the Master


 


A-1

















 


Owner Trust Trustee or any of their respective Affiliates, except to
the extent described below.)


 


THIS CERTIFIES
THAT
                                                    
is the registered owner of a nonassessable, fully-paid, fractional undivided
beneficial interest in Navistar Financial Dealer Note Master Owner Trust (the “Master
Owner Trust”).


 


The Master Owner
Trust was created pursuant to a trust agreement, dated as of April 30,
2004 (as amended and restated as of June 10, 2004 and as further amended,
restated or supplemented from time to time, the “Master Owner Trust
Agreement”), between the Seller and Chase Manhattan Bank USA, National
Association, as Master Owner Trust Trustee (the “Master Owner Trust Trustee”),
a summary of certain of the pertinent provisions of which is set forth
below.  To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Master Owner Trust Agreement.


 


This Master Owner
Trust Certificate is issued under and is subject to the terms, provisions and
conditions of the Master Owner Trust Agreement, the terms of which are
incorporated herein by reference and made a part hereof, to which Master Owner
Trust Agreement the Master Owner Trust Certificateholder of this Master Owner
Trust Certificate by virtue of the acceptance hereof assents and by which such
Master Owner Trust Certificateholder is bound.


 


The Master Owner
Trust Certificateholder of this Master Owner Trust Certificate acknowledges and
agrees that its rights to receive distributions in respect of this Master Owner
Trust Certificate are subordinated to the rights of the Noteholders as and to
the extent described in the Pooling and Servicing Agreement and the Indenture.


 


Each Master Owner
Trust Certificateholder with respect to a Master Owner Trust Certificate, by
its acceptance of a Master Owner Trust Certificate, covenants and agrees that
such Master Owner Trust Certificateholder with respect to a Master Owner Trust
Certificate, shall not, prior to the date which is one year and one day after
the termination of the Master Owner Trust Agreement, acquiesce, petition or
otherwise invoke or cause the Seller to invoke the process of any court or
governmental authority for the purpose of commencing or sustaining a case
against the Seller under any federal or state bankruptcy, insolvency,
reorganization or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Seller or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Seller.


 


Distributions on
this Master Owner Trust Certificate shall be made as provided in the Master
Owner Trust Agreement by the Master Owner Trust Trustee by wire transfer, check
mailed or, where possible, intra-bank book entry to the Master Owner Trust
Certificateholder of record in the Certificate Register without the
presentation or surrender of this Master Owner Trust Certificate or the making
of any notation hereon.  Except as
otherwise provided in the Master Owner Trust Agreement and notwithstanding the
above, the final distribution on this Master Owner Trust Certificate shall be
made after due notice by the Master Owner Trust Trustee of the pendency of such
distribution and only upon presentation and surrender of this


 


A-2

















 


Master Owner Trust Certificate at the office maintained for such
purpose by the Master Owner Trust Trustee in the Borough of Manhattan, the City
of New York.


 


Reference is
hereby made to the further provisions of this Master Owner Trust Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.


 


Unless the
certificate of authentication hereon shall have been executed by an authorized
officer of the Master Owner Trust Trustee by manual signature, this Master
Owner Trust Certificate shall not entitle the Master Owner Trust
Certificateholder hereof to any benefit under the Master Owner Trust Agreement,
the Pooling and Servicing Agreement or be valid for any purpose.


 


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


 


A-3

















 


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


 


	
  Dated:
                      ,
          

  	
  NAVISTAR
  FINANCIAL DEALER NOTE MASTER

  
	
   

  	
  OWNER
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  CHASE MANHATTAN BANK USA, NATIONAL
  ASSOCIATION

  
	
   

  	
  not in its individual
  capacity but solely as Master Owner Trust Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title:

  



 


MASTER OWNER TRUST
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Master Owner Trust Certificates referred to in the
within-mentioned Master Owner Trust Agreement.


 


	
  CHASE MANHATTAN BANK
  USA,

  NATIONAL ASSOCIATION,

  not in its individual capacity but solely as

  Master Owner Trust Trustee

  	
  CHASE MANHATTAN BANK
  USA,

  NATIONAL ASSOCIATION,

  not in its individual capacity but solely as

  Master Owner Trust Trustee  

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  , as Authenticating
  Agent

  
	
  OR

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Authorized
  Officer

  	
   

  	
  Authorized
  Officer

  	
   

  
								



 

















 


REVERSE OF MASTER
OWNER TRUST CERTIFICATE


 


The Master Owner
Trust Certificates do not represent an obligation of, or an interest in the
Navistar Financial Dealer Note Master Trust, Navistar Financial Securities
Corporation, Navistar Financial Corporation, International Truck and Engine
Corporation, Navistar International Corporation, the Indenture Trustee, the
Master Owner Trust Trustee or any of their respective Affiliates, and no
recourse may be had against such parties or their assets, except as may be
expressly set forth or contemplated herein or in the Master Owner Trust
Agreement or the other Issuer Documents. 
In addition, this Master Owner Trust Certificate is not guaranteed by
any governmental agency or instrumentality and is limited in right of payment
to certain collections and recoveries with respect to the Collateral
Certificate and/or the Dealer Notes (and certain other amounts), all as more
specifically set forth herein and in the Master Owner Trust Agreement, the
Indenture and the Pooling and Servicing Agreement.  A copy of each of the Pooling and Servicing Agreement, the
Indenture and the Master Owner Trust Agreement may be examined during normal
business hours at the principal office of the Seller, and at such other places,
if any, designated by the Seller, by any Master Owner Trust Certificateholder
upon written request.


 


The Master Owner
Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Master Owner Trust Certificateholders under the
Master Owner Trust Agreement at any time by the Seller and the Master Owner
Trust Trustee with the consent of (i) the Holders of the Notes evidencing not
less than a majority of the Outstanding Principal Amount of the Notes, and (ii)
Master Owner Trust Certificateholders whose Master Owner Trust Certificates
evidence not less than a majority of the Ownership Interest in the Master Owner
Trust, each as of the close of the preceding Distribution Date.  Any such consent by the Master Owner Trust
Certificateholder of this Master Owner Trust Certificate shall be conclusive
and binding on such Master Owner Trust Certificateholder and on all future holders
of this Master Owner Trust Certificate and of any Master Owner Trust
Certificate issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon
this Master Owner Trust Certificate. 
The Master Owner Trust Agreement also permits the amendment thereof, in
certain circumstances, without the consent of the holders of any of the Master
Owner Trust Certificates or the Notes.


 


As provided in the
Master Owner Trust Agreement and subject to certain limitations therein set
forth, the transfer of this Master Owner Trust Certificate is registerable in
the Certificate Register upon surrender of this Master Owner Trust Certificate
for registration of transfer at the offices or agencies of the Certificate
Registrar maintained by the Master Owner Trust Trustee in the City of New York,
accompanied by (i) a written instrument of transfer in form satisfactory to the
Master Owner Trust Trustee and the Certificate Registrar duly executed by the Master
Owner Trust Certificateholder hereof or such Master Owner Trust
Certificateholder’s attorney duly authorized in writing and (ii) certain
opinions required by Section 3.4(b) of the Master Owner Trust
Agreement, and thereupon one or more new Master Owner Trust Certificates of
authorized denominations evidencing the same aggregate interest in the Master
Owner Trust will be issued to the designated transferee.  The initial Certificate Registrar appointed
under the Master Owner Trust Agreement is JPMorgan Chase Bank.


 

















 


The Master Owner
Trust Trustee, the Certificate Registrar and any agent of the Master Owner
Trust Trustee or the Certificate Registrar may treat the Person in whose name
this Master Owner Trust Certificate is registered as the owner hereof for all
purposes, and none of the Master Owner Trust Trustee, the Certificate Registrar
or any such agent shall be affected by any notice to the contrary.


 


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


 

















 


ASSIGNMENT


 


FOR VALUE RECEIVED
the undersigned hereby sells, assigns and transfers unto


 


PLEASE INSERT SOCIAL
SECURITY

OR OTHER IDENTIFYING NUMBER

OF ASSIGNEE


 


(Please print or type
name and address, including postal zip code, of assignee)


 


the within Master Owner
Trust Certificate, and all rights thereunder, hereby irrevocably constituting
and appointing


 


                                                                                              
Attorney to transfer said Master Owner Trust Certificate on the books of the
Certificate Registrar, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
  *

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  *

  



 


 












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


 

















 


EXHIBIT B


 


CERTIFICATE OF
TRUST OF

Navistar Financial Dealer Note Master Owner Trust


 


Certificate of Trust of
NAVISTAR FINANCIAL DEALER NOTE MASTER OWNER TRUST (the “Trust”) is being
duly executed and filed by the undersigned, as trustee, to form a statutory
trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et
seq.) (the “Act”).


 


1.                                       Name.  The name of the statutory trust formed by
this Certificate of Trust is Navistar Financial Dealer Note Master Owner Trust.


 


2.                                       Delaware
Trustee.  The name and business
address of the trustee of the Trust in the State of Delaware is Chase Manhattan
Bank USA, National Association, c/o JPMorgan Chase Bank, 500 Stanton Christiana
Road, OPS4/3, Newark, Delaware 19713.


 


3.                                       This
Certificate of Trust shall be effective on April 30, 2004.


 


IN WITNESS WHEREOF, the
undersigned has executed this Certificate of Trust in accordance with
Section 3811(a) of the Act.


 


 


	
   

  	
  Chase Manhattan Bank
  USA, National

  Association, as Owner Trustee,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title:

  



 


B-1