exhibit10_112.htm


     

    

       

      EXECUTION
        COPY

       

      
        RECEIVABLES
          PURCHASE AGREEMENT

         

        DATED
          AS OF April 8, 2004

         

        Among

         

        TRUCK
          RETAIL
          ACCOUNTS CORPORATION, AS SELLER,

         

        NAVISTAR
          FINANCIAL CORPORATION, AS SERVICER,

         

        JUPITER
          SECURITIZATION CORPORATION, AS CONDUIT

         

        and

         

        BANK
          ONE, NA (MAIN OFFICE CHICAGO),

         

        AS
          AGENT

         

        


        
          
            
            

          

          
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      RECEIVABLES
        PURCHASE AGREEMENT

       

      THIS
        RECEIVABLES PURCHASE AGREEMENT
dated as of April 8, 2004 is among Truck Retail Accounts
        Corporation, a Delaware corporation ("Seller"), Navistar
        Financial Corporation, a Delaware corporation ("Navistar"), as initial
        Servicer (Navistar, together with Seller, the "Seller Parties" and each a
"Seller
        Party"), the
        entities listed on Schedule A to this Agreement (together with any of their
        respective successors and assigns hereunder, the "Financial
        Institutions"),
Jupiter Securitization Corporation ("Conduit')
and
        Bank
        One, NA (Main Office Chicago), as agent for the Purchasers hereunder or any
        successor agent hereunder (together with its successors and assigns hereunder,
        the "Agent"). Unless
        defined elsewhere herein, capitalized terms used in this Agreement shall
        have
        the meanings assigned to such terms in Exhibit I.

       

      PRELIMINARY
        STATEMENTS

       

      Seller
        desires to transfer and assign Purchaser Interests to the
        Purchasers from time to time.

       

      Conduit
        may, in its absolute and sole discretion, purchase Purchaser
        Interests from Seller from time to time.

       

      In
        the event that Conduit declines to make any purchase, the
        Financial Institutions shall, at the request of Seller, purchase Purchaser
        Interests from time to time. In addition, the Financial Institutions have
        agreed
        to provide a liquidity facility to Conduit in accordance with the terms
        hereof.

       

      Bank
        One, NA (Main Office Chicago) has been requested and is willing
        to act as Agent on behalf of Conduit and the Financial Institutions in
        accordance with the terms hereof.

       

      NOW,
THEREFORE,
in
        consideration of the premises and the mutual agreements herein contained
        and for
        other good and valuable consideration, the receipt and adequacy of which
        are
        hereby acknowledged, the parties hereto agree as follows:

       

      ARTICLE
        I.

       

      PURCHASE
        ARRANGEMENTS

           Section
        1.1               Purchase
        Facility.

      (a)            Upon
        the terms and subject to the conditions hereof, Seller may, at its option,
        sell
        and assign Purchaser Interests to the Agent for the benefit of one or more
        of
        the Purchasers. In accordance with the terms and conditions set forth herein,
        Conduit may, at its option, instruct the Agent to purchase on behalf of Conduit,
        or if Conduit shall decline to purchase, the Agent shall purchase, on behalf
        of
        the Financial Institutions, Purchaser Interests from time to time during
        the
        period from the date hereof to but not including the Facility Termination
        Date
        in an aggregate amount not to exceed at such time the lesser of (i) the Purchase
        Limit and (ii) the aggregate amount of the Commitments then
        outstanding.


      
        
          
          

        

        
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      (b)            Seller
        may, upon at least 10 Business Days' notice to the Agent, terminate in whole
        or
        reduce in part, ratably among the Financial Institutions, the unused portion
        of
        the Purchase Limit; provided that each partial reduction of the Purchase
        Limit
        shall be in an amount equal to $5,000,000 or an integral multiple thereof.

       

      Section
        1.2                                Increases. Seller
        shall provide the Agent with at least two (2) Business Days' prior notice
        in a
        form set forth as Exhibit II hereto of each Incremental Purchase (a "Purchase
        Notice").
Each Purchase Notice shall be subject to Section 6.2 hereof
        and,
        except as set forth below, shall be irrevocable and shall specify the requested
        Purchase Price (which shall not be less than $1,000,000) and date of purchase
        and, in the case of an Incremental Purchase to be funded by the Financial
        Institutions, the requested Discount Rate and Tranche Period. Following receipt
        of a Purchase Notice, the Agent will determine whether Conduit agrees to
        make
        the purchase. If Conduit declines to make a proposed purchase, Seller may
        cancel
        the Purchase Notice or, in the absence of such a cancellation, the Incremental
        Purchase of the Purchaser Interest will be made by the Financial Institutions.
        On the date of each Incremental Purchase, upon satisfaction of the applicable
        conditions precedent set forth in Article VI, Conduit or the Financial
        Institutions, as applicable, shall deposit to the Facility Account, in
        immediately available funds, no later than 12:00 noon (Chicago time), an
        amount
        equal to (i) in the case of Conduit, the aggregate Purchase Price of the
        Purchaser Interests Conduit is then purchasing or (ii) in the case of a
        Financial Institution, such Financial Institution's Pro Rata Share of the
        aggregate Purchase Price of the Purchaser Interests the Financial Institutions
        are purchasing. Only five (5) Purchase Notices may be presented in any calendar
        month; provided,
however,
at
        any time
        daily settlement is occurring, a Purchase Notice for each Business Day may
        be
        presented.

       

      Section
        1.3                                Decreases. Seller
        shall provide the Agent with prior written notice in conformity with the
        Required Notice Period in the form set forth as Exhibit XII hereto (a "Reduction
        Notice") of
        any proposed reduction of Aggregate Capital from Collections or the Facility
        Account. Such Reduction Notice shall designate (i) the date (the "Proposed
        Reduction Date")
upon which any such reduction of Aggregate Capital shall occur
        (which date shall give effect to the applicable Required Notice Period),
        and
        (ii) the amount of Aggregate Capital to be reduced which shall be applied
        ratably to the Purchaser Interests of Conduit and the Financial Institutions
        in
        accordance with the amount of Capital (if any) owing to Conduit, on the one
        hand, and the amount of Capital (if any) owing to the Financial Institutions
        (ratably, based on their respective Pro Rata Shares), on the other hand (the
        "Aggregate
        Reduction ").
Only one (1) Reduction Notice shall be outstanding at any
        time.

       

      Section
        1.4                               
Payment
        Requirements. All amounts to be paid or deposited by any Seller Party
        pursuant to any provision of this Agreement shall be paid or deposited by
        such
        Seller Party or its agent in accordance with the terms hereof no later than
        11:00 a.m. (Chicago time) on the day when due in immediately available funds,
        and if not received before 11:00 a.m. (Chicago time) shall be deemed to be
        received on the next succeeding Business Day. If such amounts are payable
        to a
        Purchaser they shall be paid to the Agent, for the account of such Purchaser,
        at
        1 Bank One Plaza, Chicago, Illinois 60670 until otherwise notified by the
        Agent.


       

      
        
          
            
            

          

          
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      All
        computations of Yield, per annum fees calculated as part of any
        CP Costs, per annum fees hereunder and per annum fees under the Fee Letter
        shall
        be made on the basis of a year of 360 days for the actual number of days
        elapsed; provided, however, that any interest computed using the Prime Rate
        shall be calculated on the basis of a 365 or 366 day year, as applicable,
        and
        the actual number of days elapsed. If any amount hereunder shall be payable
        on a
        day which is not a Business Day, such amount shall be payable on the next
        succeeding Business Day.

       

      ARTICLE
        II.

       

      PAYMENTS
        AND
        COLLECTIONS

      Section
        2.1                                Payments.
        Notwithstanding any limitation on recourse contained in this Agreement, Seller
        shall immediately pay to the Agent when due on a full recourse basis, (i)
        such
        fees as set forth in the Fee Letter (the fees of Financial Institutions shall
        not exceed and shall be paid by Agent from the fees set forth in the Fee
        Letter
        except as otherwise specified hereunder), (ii) all CP Costs, (iii) all amounts
        payable as Yield, (iv) all amounts payable as Deemed Collections (which shall
        be
        immediately due and payable by Seller and applied to reduce outstanding
        Aggregate Capital hereunder in accordance with Sections 2.2 and 2.3 hereof),
        (v)
        all amounts required pursuant to Section 2.6, (vi) all amounts payable pursuant
        to Article X, if any, (vii) all Servicer costs and expenses, including the
        Servicing Fee, in connection with servicing, administering and collecting
        the
        Receivables (which shall be distributed by Agent in accordance with Section
        2.4), (viii) all Broken Funding Costs and (ix) all Default Fees (collectively,
        the "Obligations").
If
        Seller fails to pay any of the Obligations when due, Seller agrees to pay,
        on
        demand, the Default Fee in respect thereof until paid, such Default Fee shall
        not be applicable with respect to the failure to pay CP Costs and Yield unless
        and until the Agent shall have provided any notice with respect to CP Costs
        and
        Yield as required herein. Notwithstanding the foregoing, no provision of
        this
        Agreement or the Fee Letter shall require the payment or permit the collection
        of any amounts hereunder in excess of the maximum permitted by applicable
        law.
        If at any time Seller receives any Collections or is deemed to receive any
        Collections, Seller shall immediately pay such Collections or Deemed Collections
        to the Servicer for application in accordance with the terms and conditions
        hereof and, at all times prior to such payment, such Collections or Deemed
        Collections shall be held in trust by Seller for the exclusive benefit of
        the
        Purchasers and the Agent and, with respect to the Servicer costs, the Servicer.
        Upon payment of Deemed Collections in cash with respect to any Receivable
        for
        which such Deemed Collections paid in cash equals the Outstanding Balance
        of
        such Receivable, such Receivable shall be deemed to be transferred to the
        Seller
        and shall become the property of the Seller for all purposes. With respect
        to
        any Receivable for which such Deemed Collections paid in cash are less than
        the
        Outstanding Balance of such Receivable, the Seller shall be entitled to any
        Collections received with respect to such Receivable in excess of the
        Outstanding Balance of such Receivable not offset by a Deemed Collection.

       

      Section
        2.2                          
Collections Prior
        to
        Amortization. Prior to the Amortization Date, any Collections and/or
        Deemed Collections received by the Servicer shall be set aside and held in
        trust
        by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids
        or
        for a Reinvestment as provided in this Section 2.2. If at any time any
        Collections are received by the Servicer prior to the Amortization Date,
        (i) the
        Servicer shall set aside the Termination


      
        
          
          

        

        
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      Percentage
        (hereinafter defined) of Collections evidenced by the
        Purchaser Interests of each Terminating Financial Institution and (ii) Seller
        hereby requests and the Purchasers (other than any Terminating Financial
        Institutions) hereby agree to make, simultaneously with such receipt, a
        reinvestment (each a "Reinvestment")
with
        that portion of the balance of collections received by the Servicer that
        is part
        of any Purchaser Interest (other than any Purchaser Interests of Terminating
        Financial Institutions), such that after giving effect to such Reinvestment,
        the
        amount of Capital of such Purchaser Interest immediately after such receipt
        and
        corresponding Reinvestment shall be equal to the amount of Capital immediately
        prior to such receipt and such amounts shall be remitted from the Servicer
        to
        Seller on such date. On each Weekly Settlement Date prior to the occurrence
        of
        the Amortization Date, the Servicer shall remit to the Agent's account the
        amounts set aside during the preceding week that have not been subject to
        a
        Reinvestment and apply such amounts (if not previously paid in accordance
        with
        Section 2.1), to reduce the Capital of all Purchaser Interests of Terminating
        Financial Institutions, applied ratably to each Terminating Financial
        Institution according to its respective Termination Percentage. If such Capital
        shall be reduced to zero, any additional Collections received by the Servicer
        (i) if applicable, shall be remitted to the Agent's account no later than
        12:00
        noon (Chicago time) to the extent required to fund any Aggregate Unpaids
        on such
        Weekly Settlement Date and (ii) any balance remaining thereafter shall be
        remitted from the Servicer to Seller on such Weekly Settlement Date. On each
        Monthly Settlement Date prior to the occurrence of the Amortization Date,
        the
        Servicer shall remit to the Agent's account the amounts set aside during
        the
        preceding Settlement Period that have not been subject to a Reinvestment
        and
        apply such amounts (if not previously paid in accordance with Section 2.1)
        first, to reduce unpaid CP Costs, Yield and other Obligations and second,
        to
        reduce the Capital of all Purchaser Interests of Terminating Financial
        Institutions, applied ratably to each Terminating Financial Institution
        according to its respective Termination Percentage. If such Capital, CP Costs,
        Yield and other Obligations shall be reduced to zero, any additional Collections
        received by the Servicer (i) if applicable, shall be remitted to the Purchasers'
        account no later than 11:00 a.m. (Chicago time) to the extent required to
        fund
        any Aggregate Unpaids on such Monthly Settlement Date and (ii) any balance
        remaining thereafter shall be remitted from the Servicer to Seller on such
        Monthly Settlement Date. Each Terminating Financial Institution shall be
        allocated a ratable portion of Collections from the date of any assignment
        by
        Conduit pursuant to Section 13.6 (the "Termination
        Date')
until such Terminating Financing Institution's Capital shall
        be
        paid in full. This ratable portion shall be calculated on the Termination
        Date
        of each Terminating Financial Institution as a percentage equal to (i) Capital
        of such Terminating Financial Institution outstanding on its Termination
        Date,
        divided by (ii) the Aggregate Capital outstanding on such Termination Date
        (the
"Termination
        Percentage").
Each Terminating Financial Institution's Termination Percentage
        shall remain constant prior to the Amortization Date. On and after the
        Amortization Date, each Termination Percentage shall be disregarded, and
        each
        Terminating Financial Institution's Capital shall be reduced ratably with
        all
        Financial Institutions in accordance with Section 2.3.

       

      Section
        2.3                                Collections Following
        Amortization. On the Amortization Date and on each day thereafter, the
        Servicer shall set aside and hold in trust, for the holder of each Purchaser
        Interest, all Collections received on such day and any additional amount
        received from Seller for the payment of any accrued and unpaid Obligations
        owed
        by Seller and not previously paid by Seller in accordance with Section 2.1.
        On
        and after the Amortization Date, the Servicer shall, at any time upon the
        request from time to time by (or pursuant to standing instructions from)
        the

       

      
        
          
          

        

        
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      Agent
        (i) remit to the Agent's account the amounts set aside pursuant
        to the preceding sentence, and (ii) apply such amounts to reduce the Capital
        associated with each such Purchaser Interest and any other Aggregate
        Unpaids.

       

      Section
        2.4                                Application of
        Collections. If there shall be insufficient funds on deposit for the
        Servicer to distribute funds in payment in full of the aforementioned amounts
        pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute
        funds:

       

      first,to
        the payment of
        the Servicer's reasonable out-of-pocket costs and expenses in connection
        with
        servicing, administering and collecting the Receivables, including the Servicing
        Fee, if Seller or one of its Affiliates is not then acting as the
        Servicer,

       

      second,to
        the
        reimbursement of the Agent's costs of collection and enforcement of this
        Agreement,

       

      third,
ratably
        to the
        payment of all accrued and unpaid fees under the Fee Letter, CP Costs and
        Yield,

       

      fourth,
(to
        the extent
        applicable) to the ratable reduction of the Aggregate Capital (without regard
        to
        any Termination Percentage),

       

      fifth,for
        the ratable
        payment of all other unpaid Obligations, provided that to the extent such
        Obligations relate to the payment of Servicer costs and expenses, including
        the
        Servicing Fee, when Seller or one of its Affiliates is acting as the Servicer,
        such costs and expenses will not be paid until after the payment in full
        of all
        other Obligations, and

       

      sixth,after
        the
        Aggregate Unpaids have been indefeasibly reduced to zero, to Seller.

       

      Collections
        applied to the payment of Aggregate Unpaids shall be
        distributed in accordance with the aforementioned provisions, and, giving
        effect
        to each of the priorities set forth above in this Section 2.4, shall be shared
        ratably (within each priority) among the Agent and the Purchasers in accordance
        with the amount of such Aggregate Unpaids owing to each of them in respect
        of
        each such priority.

       

      Section
        2.5                               Payment Rescission.
        No payment of any of the Aggregate Unpaids shall be considered paid or applied
        hereunder to the extent that, at any time, all or any portion of such payment
        or
        application is rescinded by application of law or judicial authority, or
        must
        otherwise be returned or refunded for any reason. Seller shall remain obligated
        for the amount of any payment or application so rescinded, returned or refunded,
        and shall promptly pay to the Agent (for application to the Person or Persons
        who suffered such rescission, return or refund) the full amount thereof,
        plus
        the Default Fee from the date of any such rescission, return or refunding.

       

      Section
        2.6                                Maximum Purchaser
        Interests. Seller shall ensure that the Purchaser Interests of the
        Purchasers shall at no time exceed in the aggregate 100%. If the aggregate
        of
        the Purchaser Interests of the Purchasers exceeds 100%, Seller shall pay
        to the
        Agent within two (2) Business Days an amount to be applied to reduce the
        Aggregate Capital (as allocated by the Agent), such that after giving effect
        to
        such payment the aggregate of the Purchaser Interests equals or is less than
        100%.


      
        
          
          

        

        
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      Section
        2.7                                Clean Up Call. In
        addition to Seller's rights pursuant to Section 1.3, Seller shall have the
        right
        (after providing written notice to the Agent in accordance with the Required
        Notice Period), at any time following the reduction of the Aggregate Capital
        to
        a level that is less than 10.0% of the original Purchase Limit, to repurchase
        from the Purchasers all, but not less than all, of the then outstanding
        Purchaser Interests. The purchase price in respect thereof shall be an amount
        equal to the Aggregate Unpaids through the date of such repurchase, payable
        in
        immediately available funds. Such repurchase shall be without representation,
        warranty or recourse of any kind by, on the part of, or against any Purchaser
        or
        the Agent.

       

      ARTICLE
        III.

       

      CONDUIT
        FUNDING

      Section
        3.1                                CP Costs. Seller
        shall pay CP Costs with respect to the Capital associated with each Purchaser
        Interest of Conduit for each day that any Capital in respect of such Purchaser
        Interest is outstanding. Each Purchaser Interest funded substantially with
        Pooled Commercial Paper will accrue CP Costs each day on a pro rata basis,
        based
        upon the percentage share the Capital in respect of such Purchaser Interest
        represents in relation to all assets held by Conduit and funded substantially
        with related Pooled Commercial Paper.

       

      Section
        3.2                               
CP Costs
        Payments. On each Monthly Settlement Date, Seller shall pay to the Agent
        (for the benefit of Conduit) an aggregate amount equal to all accrued and
        unpaid
        CP Costs in respect of the Capital associated with all Purchaser Interests
        of
        Conduit for the immediately preceding Accrual Period in accordance with Article
        II.

       

      Section
        3.3                              Calculation of
        CP
        Costs. On the second Business Day after each Accrual Period, Conduit
        shall calculate the aggregate amount of CP Costs allocated to the Capital
        of the
        Purchaser Interests for the applicable Accrual Period and shall notify Seller
        of
        such aggregate amount.

       

      ARTICLE
        IV.

       

      FINANCIAL
        INSTITUTION FUNDING

      Section
        4.1                                Financial Institution
        Funding. Each Purchaser Interest of the Financial Institutions shall
        accrue Yield for each day during its Tranche Period at either the LIBO Rate
        or
        the Prime Rate in accordance with the terms and conditions hereof. Until
        Seller
        gives notice to the Agent of another Discount Rate in accordance with Section
        4.4, the initial Discount Rate for any Purchaser Interest transferred to
        the
        Financial Institutions by Conduit pursuant to the terms and conditions hereof
        shall be the Prime Rate. If the Financial Institutions acquire by assignment
        from Conduit any Purchaser Interest pursuant to Article XIII, each Purchaser
        Interest so assigned shall be deemed to have a new Tranche Period commencing
        on
        the date of any such assignment.


      
        
          
          

        

        
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      Section
        4.2                              
Yield Payments.
        On the Monthly Settlement Date for each Purchaser Interest of the Financial
        Institutions, Seller shall pay to the Agent (for the benefit of the Financial
        Institutions) an aggregate amount equal to the accrued and unpaid Yield for
        the
        entire Tranche Period of each such Purchaser Interest in accordance with
        Article
        II.

       

                   Section
        4.3                             
Selection and
        Continuation of Tranche Periods.

       

      (a)  With
        consultation from (and approval by) the
        Agent, Seller shall from time to time request Tranche Periods for the Purchaser
        Interests of the Financial Institutions, provided that, if at any time the
        Financial Institutions shall have a Purchaser Interest, Seller shall always
        request Tranche Periods such that at least one Tranche Period shall end on
        the
        date specified in clause (A) of the definition of Monthly Settlement Date.

       

      (b)  Seller
        or the Agent, upon notice to and
        consent by the other received at least three (3) Business Days prior to the
        end
        of a Tranche Period (the "Terminating
        Tranche")
for any Purchaser Interest, may, effective on the last day
        of the
        Terminating Tranche: (i) divide any such Purchaser Interest into multiple
        Purchaser Interests, (ii) combine any such Purchaser Interest with one or
        more
        other Purchaser Interests that have a Terminating Tranche ending on the same
        day
        as such Terminating Tranche or (iii) combine any such Purchaser Interest
        with a
        new Purchaser Interest to be purchased on the day such Terminating Tranche
        ends,
        provided, that in no event may a Purchaser Interest of Conduit be combined
        with
        a Purchaser Interest of the Financial Institutions.

       

      Section
        4.4                                Financial Institution
        Discount Rates. Seller may select the LIBO Rate or the Prime Rate for
        each Purchaser Interest of the Financial Institutions. Seller shall by 11:00
        a.m. (Chicago time): (i) at least three (3) Business Days prior to the
        expiration of any Terminating Tranche with respect to which the LIBO Rate
        is
        being requested as a new Discount Rate and (ii) at least one (1) Business
        Day
        prior to the expiration of any Terminating Tranche with respect to which
        the
        Prime Rate is being requested as a new Discount Rate, give the Agent irrevocable
        notice of the new Discount Rate for the Purchaser Interest associated with
        such
        Terminating Tranche. Until Seller gives notice to the Agent of another Discount
        Rate, the initial Discount Rate for any Purchaser Interest transferred to
        the
        Financial Institutions pursuant to the terms and conditions hereof shall
        be the
        Prime Rate.


      
        
          
          

        

        
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      Section
        4.5                                Suspension of
        the LIBO
        Rate. If any Financial Institution notifies the Agent that (i) funding
        its Pro Rata Share of the Purchaser Interests of the Financial Institutions
        at a
        LIBO Rate would violate any applicable law, rule, regulation, or directive
        of
        any governmental or regulatory authority, whether or not having the force
        of
        law, (ii) deposits of a type and maturity appropriate to match fund its
        Purchaser Interests at such LIBO Rate are not available or (iii) such LIBO
        Rate
        does not accurately reflect the cost of acquiring or maintaining a Purchaser
        Interest at such LIBO Rate for such Financial Institution, then the Agent
        shall
        suspend the availability of such LIBO Rate for such Financial Institution
        and
        require Seller to select the Prime Rate for any Purchaser Interest accruing
        Yield at such LIBO Rate for such Financial Institution.

       

      ARTICLE
        V.

       

      REPRESENTATIONS
        AND WARRANTIES

      Section
        5.1                                Representations
        and
        Warranties of The Seller Parties. Each Seller Party hereby represents and
        warrants to the Agent and the Purchasers, as to itself, as of the date hereof
        and as of the date of each Incremental Purchase and the date of each
        Reinvestment that:

       

      (a)  Corporate
        Existence and
        Power. Such Seller Party is a corporation duly organized, validly
        existing and in good standing under the laws of its state of incorporation.
        Such
        Seller Party is duly qualified to do business and is in good standing as
        a
        foreign corporation, and has and holds all corporate power and all governmental
        licenses, authorizations, consents and approvals required to carry on its
        business in each jurisdiction in which its business is conducted except where
        the failure to so qualify or so hold would not reasonably be expected to
        have a
        Material Adverse Effect.

       

      (b)  Power
        and Authority; Due
        Authorization, Execution and Delivery. The execution and delivery by such
        Seller Party of this Agreement and each other Transaction Document to which
        it
        is a party, and the performance of its obligations hereunder and thereunder
        and,
        in the case of Seller, Seller's use of the proceeds of purchases made hereunder,
        are within its corporate powers and authority and have been duly authorized
        by
        all necessary corporate action on its part. This Agreement and each other
        Transaction Document to which such Seller Party is a party has been duly
        executed and delivered by such Seller Party.

       

      (c)  No
        Conflict. The
        Transactions do not contravene or violate (i) such Seller Party's certificate
        or
        articles of incorporation or by-laws, (ii) any law, rule or regulation
        applicable to such Seller Party, (iii) any restrictions under any agreement,
        contract or instrument to which such Seller Party is a party or by which
        it or
        any of such Seller Party's property is bound, or (iv) any order, writ, judgment,
        award, injunction or decree binding on or affecting such Seller Party or
        such
        Seller Party's property, and do not result in the creation or imposition
        of any
        Adverse Claim on assets of such Seller Party or its Subsidiaries (except
        as
        created hereunder and, with respect to clauses (ii), (iii) and (iv), except
        as
        would not reasonably be expected to result in a Material Adverse Effect);
        and no
        transaction contemplated hereby requires any action to be taken to comply
        with
        any bulk sales act or similar law.


      
        
          
          

        

        
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      (d)  Governmental
        Authorization. The Transactions do not require any consent or approval
        of, registration or filing with, or any other action by, any Governmental
        Authority, except (A) such as have been obtained or made and are in full
        force
        and effect, (B) routine renewals of existing licenses and permits of each
        Seller
        Party in the ordinary course of business, (C) such filings as may be required
        under federal and state securities laws for purposes of disclosure and (D)
        such
        as will not have a Material Adverse Effect.

       

      (e)  Actions,
        Suits. There
        are no actions, suits or proceedings pending, or to such Seller Party's
        knowledge, threatened, against or affecting such Seller Party, or any of
        its
        properties, in or before any court, arbitrator or other body, that would
        reasonably be expected to have a Material Adverse Effect. Such Seller Party
        is
        not in default with respect to any order of any court, arbitrator or
        governmental body the result of which default would reasonably be expected
        to
        have a Material Adverse Effect.

       

      (f)  Binding
        Effect. This
        Agreement and each other Transaction Document to which such Seller Party
        is a
        party constitute the legal, valid and binding obligations of such Seller
        Party
        enforceable against such Seller Party in accordance with their respective
        terms,
        except as such enforcement may be limited by applicable bankruptcy, insolvency,
        reorganization or other similar laws relating to or limiting creditors' rights
        generally and by general principles of equity (regardless of whether enforcement
        is sought in a proceeding in equity or at law).

       

      (g)  Accuracy
        of
        Information. All information heretofore furnished by such Seller Party or
        any of its Affiliates to the Agent or the Purchasers for purposes of or in
        connection with this Agreement, any of the other Transaction Documents or
        any
        transaction contemplated hereby or thereby is, and all such information
        hereafter furnished by such Seller Party or any of its Affiliates to the
        Agent
        or the Purchasers will be, true and accurate in all material respects on
        the
        date such information is stated or certified and does not and will not contain
        a
        material misstatement of fact or omit to state a material fact necessary
        to make
        the statements contained therein not misleading.

       

      (h)  Use
        of Proceeds. No
        proceeds of any purchase hereunder will be used (i) for a purpose that violates,
        or would be inconsistent with any law, rule or regulation applicable to Seller,
        or (ii) to acquire any security in any transaction which is subject to Sections
        13 or 14 of the Securities Exchange Act of 1934, as amended.

       

      (i)  Good
        Title.
        Immediately prior to each purchase hereunder, Seller shall be the legal and
        beneficial owner of the Receivables and Related Security with respect thereto,
        free and clear of any Adverse Claim, except as created by the Transaction
        Documents. There have been duly filed all financing statements or other similar
        instruments or documents necessary under the UCC (or any comparable law)
        of all
        appropriate jurisdictions to perfect Seller's ownership interest in each
        Receivable, its Collections and the Related Security to the extent such
        interests can be perfected by filing financing statements under Article 9
        of the
        UCC.

       

      (j)  Perfection.
        This
        Agreement, together with the filing of the financing statements contemplated
        hereby, is effective to, and shall, upon each purchase hereunder, transfer
        to
        the Agent for the benefit of the relevant Purchaser or Purchasers (and the
        Agent
        for the benefit of such Purchaser or Purchasers shall acquire from Seller)
        a
        valid and perfected first


      
        
          
          

        

        
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      priority
        undivided percentage ownership or security interest in each
        Receivable existing or hereafter arising and in the Related Security and
        Collections with respect thereto to the extent such interest can be perfected
        by
        filing financing statements under Article 9 of the UCC, free and clear of
        any
        Adverse Claim, except as created by the Transactions Documents. There have
        been
        duly filed all financing statements or other similar instruments or documents
        necessary under the UCC (or any comparable law) of all appropriate jurisdictions
        to perfect the Agent's (on behalf of the Purchasers) ownership or security
        interest in the Receivables, the Related Security and the Collections to
        the
        extent such interest can be perfected by filing financing statements under
        Article 9 of the UCC.

       

      (k)            Places
        of Business and
        Locations of Records. The state of organization, principal places of
        business and chief executive office of such Seller Party and the offices
        where
        it keeps all of its Records (other than those in transit to such locations)
        are
        located at the addresses listed on Exhibit III or such other locations of
        which
        the Agent has been notified in accordance with Section 7.2(a) in jurisdictions
        where all action required by Section 14.4(a) has been taken and completed.
        Seller's Federal Employer Identification Number and Organizational
        Identification Number are correctly set forth on Exhibit III.

       

      (1)            Collections.
        Such
        Seller Party has complied in all material respects with the conditions and
        requirements set forth in Section 7.1(j) and Section 8.2 applicable to it.
        The
        names and addresses of all Lock-Box Banks and Blocked Account Banks, together
        with the account numbers of the Lock-Box Accounts of Navistar at each Lock-Box
        Bank and Blocked Accounts of Seller at each Blocked Account Bank and the
        post
        office box number of each Lock-Box, are listed on Exhibit W. Seller and Navistar
        each represents that it has not granted any Person, other than the Agent
        as
        contemplated by this Agreement, dominion and control of any Lock-Box or Lock-Box
        Account, or the right to take dominion and control of any such Lock-Box or
        Lock-Box Account at a future time or upon the occurrence of a future
        event.

       

      (m)  Material
        Adverse
        Effect. (i) The initial Servicer represents and warrants that since the
        last day of the most recent fiscal year for which it has filed a Form 10-K,
        no
        event has occurred that would have a material adverse effect on the financial
        condition or operations of the initial Servicer and its Subsidiaries, taken
        as a
        whole, or the ability of the initial Servicer to perform its obligations
        under
        this Agreement, and (ii) Seller represents and warrants that since the date
        of
        this Agreement, no event has occurred that would have a material adverse
        effect
        on (A) the financial condition or operations of Seller, (B) the ability of
        Seller to perform its obligations under the Transaction Documents, or (C)
        the
        collectibility of the Receivables generally or any material portion of the
        Receivables.

       

      (n)  Names.
        In the past
        five (5) years, such Seller Party has not used any corporate names, trade
        names
        or assumed names other than the name in which it has executed this Agreement
        and
        as listed on Schedule
        5.1(n).

       

      (o)  Ownership
        of Seller.
        Transferor owns, directly or indirectly, 100% of the issued and outstanding
        capital stock of Seller, free and clear of any Adverse Claim other than any
        Adverse Claim on such stock granted in connection with the Transferor Credit
        Agreement. Such capital stock is validly issued, fully paid and nonassessable,
        and there are no options, warrants or other rights to acquire securities
        of
        Seller.


      
        
          
          

        

        
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      (p)  Not
        a Holding Company or an
        Investment Company. Such Seller Party is not a "holding company" or a
        "subsidiary holding company" of a "holding company" within the meaning of
        the
        Public Utility Holding Company Act of 1935, as amended, or any successor
        statute. Such Seller Party is not an "investment company" within the meaning
        of
        the Investment Company Act of 1940, as amended, or any successor statute.

       

      (q)  Compliance
        with Law.
        Such Seller Party has complied in all respects with all applicable laws,
        rules,
        regulations, orders, writs, judgments, injunctions, decrees or awards to
        which
        it may be subject, except where the failure to do so, individually or in
        the
        aggregate, would not reasonably be expected to have a Material Adverse Effect.
        Each Receivable, together with the Contract related thereto, does not contravene
        any laws, rules or regulations applicable thereto (including, without
        limitation, laws, rules and regulations relating to truth in lending, fair
        credit billing, fair credit reporting, equal credit opportunity, fair debt
        collection practices and privacy), and no part of such Contract is in violation
        of any such law, rule or regulation.

       

      (r)  Compliance
        with Credit and
        Collection Policy. Such Seller Party has complied in all material
        respects with the Credit and Collection Policy with regard to each Receivable
        and the related Contract, and has not made any change to such Credit and
        Collection Policy, except such changes as to which the Agent has been notified
        in accordance with Section 7.1(a)(vii) and as permitted by Section 7.2(c).

       

      (s)  Payments
        to
        Transferor. With respect to each Receivable transferred to Seller under
        the Receivables Sale Agreement, Seller has given reasonably equivalent value
        to
        Transferor in consideration therefor and such transfer was not made for or
        on
        account of an antecedent debt. No transfer by Transferor of any Receivable
        under
        the Receivables Sale Agreement is or may be voidable under any section of
        the
        Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

       

      (t)  Enforceability
        of
        Contracts. Each Contract with respect to each Receivable is effective to
        create, and has created, a legal, valid and binding obligation of the related
        Obligor to pay the Outstanding Balance of the Receivable created thereunder
        and
        any accrued interest thereon, enforceable against the Obligor in accordance
        with
        its terms, except as such enforcement may be limited by applicable bankruptcy,
        insolvency, reorganization or other similar laws relating to or limiting
        creditors' rights generally and by general principles of equity (regardless
        of
        whether enforcement is sought in a proceeding in equity or at law).

       

      (u)  Eligible
        Receivables.
        Each Receivable included in the Net Receivables Balance as an Eligible
        Receivable was an Eligible Receivable on the date of its purchase under the
        Receivables Sale Agreement.

       

      (v)  Net
        Receivables
        Balance. Seller has determined that, immediately after giving effect to
        each purchase hereunder, the Net Receivables Balance is at least equal to
        the
        sum of (i) the Aggregate Capital, plus (ii) the Aggregate Reserves.

       

      (w)  Obligor
        Litigation.
        No Obligor is immune from civil and commercial law and suit on the grounds
        of
        sovereignty otherwise from any legal action, suit or proceeding such that
        Agent
        or its designees would be unable to litigate any claim against such Obligor
        in
        respect of any Receivable.


      
        
          
          

        

        
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      (x)            Default.
        No material
        default is in existence pursuant to the Transfer Agreement relating to the
        Receivables or that would adversely effect the transfer of the Receivables
        from
        the Originator to the Transferor.

       

                        Section
        5.2            
Financial Institution
        Representations and Warranties. Each Financial Institution hereby
        represents and warrants to the Agent, Conduit and each Seller Party that:

       

      (a)  Existence
        and Power.
        Such Financial Institution is a corporation or a banking association duly
        organized, validly existing and in good standing under the laws of its
        jurisdiction of incorporation or organization, and has all corporate power
        to
        perform its obligations hereunder.

       

      (b)  No
        Conflict. The
        execution and delivery by such Financial Institution of this Agreement and
        the
        performance of its obligations hereunder are within its corporate powers,
        have
        been duly authorized by all necessary corporate action, do not contravene
        or
        violate (i) its certificate or articles of incorporation or association or
        by-laws, (ii) any law, rule or regulation applicable to it, (iii) any
        restrictions under any agreement, contract or instrument to which it is a
        party
        or any of its property is bound, or (iv) any order, writ, judgment, award,
        injunction or decree binding on or affecting it or its property, and do not
        result in the creation or imposition of any Adverse Claim on its assets.
        This
        Agreement has been duly authorized, executed and delivered by such Financial
        Institution.

       

      (c)  Governmental
        Authorization. No authorization or approval or other action by, and no
        notice to or filing with, any governmental authority or regulatory body is
        required for the due execution and delivery by such Financial Institution
        of
        this Agreement and the performance of its obligations hereunder.

       

      (d)  Binding
        Effect. This
        Agreement constitutes the legal, valid and binding obligation of such Financial
        Institution enforceable against such Financial Institution in accordance
        with
        its terms, except as such enforcement may be limited by applicable bankruptcy,
        insolvency, reorganization or other similar laws relating to or limiting
        creditors' rights generally and by general principles of equity (regardless
        of
        whether such enforcement is sought in a proceeding in equity or at law).

       

      (e)  Authority;
        Due
        Authorization, Execution and Delivery. The execution and delivery by such
        Financial Institution of this Agreement and each other Transaction Document
        to
        which it is a party, and the performance of its obligations hereunder and
        thereunder have been duly authorized by all necessary corporate action on
        its
        part. This Agreement and each other Transaction Document to which such Financial
        Institution is a party has been duly executed and delivered by such Financial
        Institution.

      
 

      
        
          
            
            

          

          
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      ARTICLE
        VI.

       

      CONDITIONS
        OF
        PURCHASES

          Section
        6.1                                Conditions Precedent
        to
        Initial Incremental Purchase. The initial Incremental Purchase of a
        Purchaser Interest under this Agreement is subject to the conditions precedent
        that (a) the Agent shall have received on or before the date of such purchase
        those documents listed on Schedule B and (b) the Agent shall have received
        all
        fees and expenses required to be paid on such date pursuant to the terms
        of this
        Agreement and the Fee Letter.

       

      Section
        6.2                                 
Conditions Precedent
        to All Purchases and Reinvestments. Each purchase of a Purchaser Interest
        (other than pursuant to Section 13.1) and each Reinvestment shall be subject
        to
        the further conditions precedent that (a) in the case of each such purchase
        or
        Reinvestment: (i) the Servicer shall have delivered to the Agent on or prior
        to
        the date of such purchase, in form and substance satisfactory to the Agent,
        all
        Monthly Reports and Weekly Reports as and when due under Section 8.5 and
        (ii)
        upon the Agent's request, the Servicer shall have delivered to the Agent
        at
        least two (2) days prior to such purchase or Reinvestment an interim Weekly
        Report showing the amount of Eligible Receivables; (b) the Facility Termination
        Date shall not have occurred; (c) the Agent shall have received such other
        approvals, opinions or documents as it may reasonably request as are customary
        in similar transactions in order to protect the interests of Agent and the
        Purchasers under or as contemplated in the Transaction Documents and (d)
        on the
        date of each such Incremental Purchase or Reinvestment, the following statements
        shall be true (and acceptance of the proceeds of such Incremental Purchase
        or
        Reinvestment shall be deemed a representation and warranty by Seller that
        such
        statements are then true):

       

      (i)  the
        representations and warranties set forth in Section 5.1 are true and correct
        on
        and as of the date of such Incremental Purchase or Reinvestment as though
        made
        on and as of such date;

       

      (ii)  no event has
        occurred and is continuing, or would result from such Incremental Purchase
        or
        Reinvestment, that will constitute an Amortization Event, and no event has
        occurred and is continuing, or would result from such Incremental Purchase
        or
        Reinvestment, that would constitute a Potential Amortization Event; and

       

      (iii)  the
        Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser
        Interests do not exceed 100%.

       

      It
        is expressly understood that each Reinvestment shall, unless
        otherwise directed by the Agent or any Purchaser, occur automatically on
        each
        day that the Servicer shall receive any Collections without the requirement
        that
        any further action be taken on the part of any Person and notwithstanding
        the
        failure of Seller to satisfy any of the foregoing conditions precedent in
        respect of such Reinvestment. Unless waived in writing by Agent, the failure
        of
        Seller to satisfy any of the foregoing conditions precedent in respect of
        any
        Reinvestment shall give rise to a right of the Agent, which right may be
        exercised at any time on demand of the Agent, to rescind the related purchase
        and direct Seller to pay to the Agent for the benefit of the Purchasers an
        amount equal to the Collections prior to the Amortization Date that shall
        have
        been applied to the affected Reinvestment.


      
        
          
          

        

        
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      ARTICLE
        VII.


       

      COVENANTS

      Section
        7.1                                Affirmative Covenants
        of the
        Seller Parties. Until the date on which the Aggregate Unpaids have been
        indefeasibly paid in full and this Agreement terminates in accordance with
        its
        terms, each Seller Party hereby covenants, as to itself, as set forth
        below:

       

      (a)            Financial
        Reporting.
        Such Seller Party will maintain a system of accounting established and
        administered in accordance with GAAP, and furnish or cause to be furnished
        to
        the Agent:

       

      (i)  Annual
        Reporting.
        Within 90 days after the close of each fiscal year of the Parent and Transferor,
        (A) the Parent's and Transferor's Form 10-K for such fiscal year, which shall
        include its respective audited consolidated statement of financial condition
        and
        related statements of consolidated income and retained earnings and consolidated
        cash flow as of the end of and for such fiscal year, setting forth in each
        case
        in comparative form the figures for the previous fiscal year, all reported
        on by
        Deloitte & Touche, LLP or other independent public accountants of recognized
        national standing (without any qualification or exception as to the scope
        of
        such audit) to the effect that such consolidated financial statements present
        fairly in all material respects the financial condition and results of
        operations and cash flow of the Parent and Transferor and its respective
        consolidated Subsidiaries on a consolidated basis in accordance with GAAP,
        consistently applied and (B) the Seller's unaudited consolidated statement
        of
        financial condition and related statements of consolidated income and retained
        earnings as of the end of such year, certified by one of Seller's Authorized
        Officers as presenting fairly in all material respects the financial condition
        and results of operation of Seller in accordance with GAAP, consistently
        applied
        subject to normal year-end audit adjustments and absence of footnotes.

       

      (ii)  Quarterly
        Reporting.
        Within 45 days after the end of each of the first three fiscal quarters of
        each
        fiscal year of Parent and Transferor, the Parent's and Transferor's Form
        10-Q
        for such fiscal quarter, which shall include its consolidated statement of
        financial condition and related statements of consolidated income and retained
        earnings and respective consolidated cash flow as of the end of and for the
        then
        elapsed portion of the fiscal year, setting forth in each case in comparative
        form the figures for the correspondence period or periods of (or, in the
        case of
        the statement of financial condition, as of the end of) the previous fiscal
        year, all certified by one of its respective Authorized Officers as presenting
        fairly in all material respects the financial condition and results of
        operations and cash flow of the Parent and Transferor and its respective
        consolidated Subsidiaries on a consolidated basis in accordance with
        GAAP,


      
        
          
          

        

        
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      consistently
        applied, subject to normal year-end audit adjustments
        and the absence of footnotes.

       

      (iii)  Compliance
        Certificate. Together with the financial statements required hereunder, a
        compliance certificate in substantially the form of Exhibit V signed by an
        Authorized Officer of the Seller.

       

      (iv)  Transferor
        Credit Agreement
        Compliance Certificate. At the same time as delivered under the
        Transferor Credit Agreement, a copy of the compliance certificate delivered
        pursuant to Section 7.01(c) of the Transferor Credit Agreement.

       

                                    (v)  [Intentionally
        Omitted]

       

      (vi)  Copies
        of Notices.
        Promptly upon its receipt of any notice, request for consent, financial
        statements, certification, report or other communication under or in connection
        with any Transaction Document from any Person other than the Agent or Conduit,
        copies of the same.

       

      (vii)  Change
        in Credit and
        Collection Policy. At least ten (10) days prior to the effectiveness of
        any material change in or material amendment to the Credit and Collection
        Policy, a copy of the Credit and Collection Policy then in effect and a notice
        indicating such change or amendment, provided that if such proposed change
        or
        amendment would be reasonably likely to materially and adversely affect the
        collectibility of the Receivables or materially decrease the credit quality
        of
        any newly created Receivables, such change shall not be effective without
        the
        Agent's consent thereto, which consent shall not be unreasonably withheld
        and
        such consent or refusal to consent shall be given within fifteen (15) Business
        Days of the acknowledgment of receipt of such request, as acknowledged in
        writing, electronically or otherwise, by a Responsible Agent Party.

       

      (viii)  Other
        Information.
        Promptly, from time to time, such other information, documents, records or
        reports relating to the Receivables or the condition or operations, financial
        or
        otherwise, of such Seller Party as the Agent may from time to time reasonably
        request as such information, documents, records or reports are necessary
        or
        reasonably desirable to determine the capability of such Seller Party to
        perform
        its obligations under any Transaction Document to which it is a party and
        in
        order to protect the interests of the Agent and the Purchasers under or as
        contemplated by this Agreement.

       

      (b)            Notices.
        Such Seller
        Party will notify the Agent in writing of any of the following promptly upon
        learning of the occurrence thereof, describing the same and, if applicable,
        the
        steps being taken with respect thereto:


      
        
          
          

        

        
          E-70

          
            

          

        

        
          
          

        

      

       

      (i)  Amortization
        Events or
        Potential Amortization Events. The occurrence of each Amortization Event
        and each Potential Amortization Event, by a statement of an Authorized Officer
        of such Seller Party.

       

      (ii)  Judgment
        and
        Proceedings. The entry of any judgment or decree or the filing or
        commencement of any litigation or any action, suit or proceeding by or before
        any arbitrator or Governmental Authority against or affecting the Servicer,
        any
        Subsidiary or any Affiliate thereof that would reasonably be expected to
        result
        in a Material Adverse Effect.

       

      (iii)  [Intentionally
        Omitted]

       

      (iv)  Termination
        Date. The
        occurrence of the "Termination
        Date"
under and as defined in the Receivables Sale Agreement.

       

      (v)  Defaults.
        The
        occurrence of a default or an event of default under any other financing
        arrangement with obligations in an aggregate principal amount equal to or
        in
        excess of $50,000,000 pursuant to which such Seller Party is a debtor or
        an
        obligor.

       

      (vi)  Downgrade
        of
        Transferor. Any downgrade in the rating of any Indebtedness of Transferor
        by Standard & Poor's Ratings Group or by Moody's Investors Service, Inc.,
        setting forth the Indebtedness affected and the nature of such change.

       

      (c)  Compliance
        with Laws and
        Preservation of Corporate Existence. Such Seller Party will comply in all
        respects with all applicable laws, rules, regulations, orders, writs, judgments,
        injunctions, decrees or awards to which it may be subject, except where the
        failure to so comply would not reasonably be expected to have a Material
        Adverse
        Effect. Such Seller Party will preserve and maintain its corporate existence,
        rights, franchises and privileges in the jurisdiction of its incorporation,
        and
        qualify and remain qualified in good standing as a foreign corporation in
        each
        jurisdiction where its business is conducted, except where the failure to
        so
        preserve and maintain or qualify would not reasonably be expected to have
        a
        Material Adverse Effect.

       

      (d)  Audits.
        Such Seller
        Party will furnish to the Agent from time to time such information with respect
        to it and the Receivables as the Agent may reasonably request to the extent
        such
        information is necessary or reasonably desirable to determine the capability
        of
        such Seller Party to perform its obligations under any Transaction Document
        to
        which it is a party. Such Seller Party will, from time to time during regular
        business hours as requested by the Agent upon reasonable notice and at the
        sole
        cost of such Seller Party, permit the Agent, or its agents or representatives
        (and shall cause Transferor to permit the Agent or its agents or
        representatives), (i) to examine and make copies of and abstracts from all
        Records in the possession or under the control of such Person relating to
        the
        Receivables and the Related Security, including, without limitation, the
        related
        Contracts, and (ii) to visit the offices and properties of such Person for
        the
        purpose of examining such materials described in clause (i) above, and to
        discuss matters relating to the Receivables and the Related Security or any
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      the
        Transaction Documents or any Person's performance under the
        Contracts and, in each case, with any of the Authorized Officer's of Seller
        or
        the Servicer having knowledge of such matters (each of the foregoing
        examinations and visits, a "Review');
        provided, however,
that, so long as no Amortization Event or Servicing Termination
        Event has occurred and is continuing, Seller Parties, collectively, shall
        only
        be responsible for the costs and expenses of one (1) Review in any one calendar
        year, including any audit under Section 4.1(d) of the
        Sale Agreement. Notwithstanding anything herein to the contrary, no Seller
        Party
        shall have any obligation to take any action in conflict with any applicable
        law, rule, regulation or contractual obligation prohibiting the disclosure
        of
        confidential information with respect to any Obligor; provided,
        however,
with respect to any contractual obligation, such Seller Party
        shall use its commercially reasonable efforts to obtain any applicable consent
        to disclose such information upon the request of the Agent.

       

                 (e)  Keeping
        and Marking of
        Records and Books.

       

      (i)  The Servicer
        will (and will cause Transferor to) maintain and implement administrative
        and
        operating procedures (including, without limitation, an ability to recreate
        records evidencing Receivables in the event of the destruction of the originals
        thereof), and keep and maintain all documents, books, records and other
        information reasonably necessary or advisable for the collection of all
        Receivables (including, without limitation, records adequate to permit the
        immediate identification of each new Receivable and all Collections of and
        adjustments to each existing Receivable).

       

      (ii)  Such Seller
        Party will (and will cause Transferor to) (A) on or prior to the date hereof,
        mark its master data processing records relating to the Purchaser Interests
        with
        a legend, acceptable to the Agent, describing the Purchaser Interests and
        (B)
        upon the request of the Agent after the occurrence of any Amortization Event
        and
        the replacement of the Servicer pursuant hereto deliver to the Agent all
        Records
        (including, without limitation, all multiple originals of any Contract) relating
        to the Receivables, provided, that such Seller Party shall have no obligation
        to
        take any action in conflict with any applicable law, rule, regulation or
        contractual obligation prohibiting the disclosure of confidential information
        with respect to any Obligor; provided,
        however,
with respect to any contractual obligation, such Seller Party
        shall use its commercially reasonable efforts to obtain any applicable consent
        to disclose such information upon the request of the Agent.

       

      (f)  Compliance
        with Contracts
        and Credit and Collection Policy. Such Seller Party will (and will cause
        Transferor to) timely and fully (i) perform and comply in all material respects
        with all provisions, covenants and other promises required to be observed
        by it
        under the Contracts related to the Receivables, and (ii) comply in all material
        respects with the Credit and Collection Policy in regard to each Receivable
        and
        the related Contract.

       

      (g)  Performance
        and Enforcement
        of Receivables Sale Agreement andTransfer
        Agreement.
        Seller will, and will require Transferor to, perform each of their respective
        obligations and undertakings under and pursuant to the Receivables Sale
        Agreement and the


      
        
          
          

        

        
          E-72

          
            

          

        

        
          
          

        

      

       

      Transfer
        Agreement relating in any material respect to the
        Receivables, will purchase Receivables thereunder in accordance with the
        terms
        thereof and will enforce the rights and remedies accorded to Seller or
        Transferor, as applicable, under the Receivables Sale Agreement and the Transfer
        Agreement with respect to the Receivables. Seller will, and will require
        Transferor to, take all actions to perfect and enforce its rights and interests
        (and the rights and interests of the Agent and the Purchasers as assignees
        of
        Seller) under the Receivables Sale Agreement and the Transfer Agreement with
        respect to the Receivables as the Agent may from time to time reasonably
        request, including, without limitation, making claims to which it may be
        entitled under any indemnity, reimbursement or similar provision contained
        in
        the Receivables Sale Agreement and the Transfer Agreement with respect to
        the
        Receivables.

       

      (h)  Ownership.
        Seller
        will (or will cause Transferor to) take all necessary action to (i) vest
        legal
        and equitable title to the Receivables, the Related Security and the Collections
        purchased under the Receivables Sale Agreement irrevocably in Seller, free
        and
        clear of any Adverse Claims other than Adverse Claims in favor of the Agent
        and
        the Purchasers (including, without limitation, the filing of all financing
        statements or other similar instruments or documents necessary under the
        UCC (or
        any comparable law) of all appropriate jurisdictions to perfect Seller's
        interest in such Receivables, Related Security and Collections to the extent
        such interest can be perfected by filing under Article 9 of the UCC and such
        other action to perfect, protect or more fully evidence the interest of Seller
        therein as the Agent may reasonably request), and (ii) establish and maintain,
        in favor of the Agent, for the benefit of the Purchasers, a valid and perfected
        first priority undivided percentage ownership interest (and/or a valid and
        perfected first priority security interest) in all Receivables, Related Security
        and Collections to the extent such interest can be perfected by filing under
        Article 9 of the UCC to the full extent contemplated herein, free and clear
        of
        any Adverse Claims other than Adverse Claims in favor of the Agent for the
        benefit of the Purchasers (including, without limitation, the filing of all
        financing statements or other similar instruments or documents necessary
        under
        the UCC (or any comparable law) of all appropriate jurisdictions to perfect
        the
        Agent's (for the benefit of the Purchasers) interest in such Receivables,
        Related Security and Collections to the extent such interest can be perfected
        by
        filing under Article 9 of the UCC and such other action to perfect, protect
        or
        more fully evidence the interest of the Agent for the benefit of the Purchasers
        as the Agent may reasonably request).

       

      (i )  Purchasers'
        Reliance.
        Seller acknowledges that the Purchasers are entering into the transactions
        contemplated by this Agreement in reliance upon Seller's identity as a legal
        entity that is separate from Transferor. Therefore, from and after the date
        of
        execution and delivery of this Agreement, Seller shall take reasonable steps,
        including, without limitation, all steps that the Agent or any Purchaser
        may
        from time to time reasonably request, to maintain Seller's identity as a
        separate legal entity and to make it manifest to third parties that Seller
        is an
        entity with assets and liabilities distinct from those of Transferor and
        any
        Affiliates thereof and not just a division of Transferor or any such Affiliate.
        Without limiting the generality of the foregoing and in addition to the other
        covenants set forth herein, Seller will:

       

            (A)            conduct
        its own business in its own name and require that all full-time employees
        of
        Seller, if any, identify themselves as such and not as employees of Transferor
        or any Affiliate (including, without limitation, by means of providing
        appropriate employees with business or identification cards identifying such
        employees as Seller's employees);


      
        
          
          

        

        
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      (B)  compensate all
        employees, if any, consultants and agents directly, from Seller's own funds,
        for
        services provided to Seller by such employees, consultants and agents and,
        to
        the extent any employee, consultant or agent of Seller is also an employee,
        consultant or agent of Transferor or any Affiliate thereof, allocate the
        compensation of such employee, consultant or agent between Seller and Transferor
        or such Affiliate, as applicable, on a basis that reflects the services rendered
        to Seller and Transferor or such Affiliate, as applicable;

       

      (C)  [Intentionally
        Deleted];

       

      (D)  have a separate
        office subject to, if applicable, a lease with a fair market rent, a separate
        telephone number, which will be answered identifying its name, and separate
        stationery, invoices and checks in its own name;

       

      (E)  conduct all
        transactions with Transferor and the Servicer (including, without limitation,
        any delegation of its obligations hereunder as Servicer) strictly on an
        arm's-length basis, allocate all overhead expenses (including, without
        limitation, telephone and other utility charges) for items shared between
        Seller
        and Transferor on a basis reasonably related to actual use;

       

      (F)  at all times
        have a Board of Directors consisting of three members, at least one member
        of
        which is an Independent Director;

       

      (G)  observe all
        corporate formalities as a distinct entity, and ensure that all corporate
        actions relating to (1) the selection, maintenance or replacement of the
        Independent Director, (2) the dissolution or liquidation of Seller or (3)
        the
        initiation of, participation in, acquiescence in or consent to any bankruptcy,
        insolvency, reorganization or similar proceeding involving Seller, are duly
        authorized in case of clause (1) and, in the case of clause (2) and (3),
        duly
        authorized by unanimous vote of its Board of Directors (including the
        Independent Director);

       

      (H)  maintain
        Seller's books and records separate from those of Transferor and any Affiliate
        thereof and otherwise readily identifiable as its own assets rather than
        assets
        of Transferor and any Affiliate thereof;

       

      (I)  prepare its
        financial statements separately from those of Transferor and insure that
        any
        consolidated financial statements of Transferor or any Affiliate thereof
        that
        include Seller and that are filed with the Securities and Exchange Commission
        or
        any other governmental agency have notes clearly stating that Seller is a
        separate corporate entity and that its assets will be available first and
        foremost to satisfy the claims of the creditors of Seller;

       

      (J)    
except as herein specifically
        otherwise provided, maintain the funds or other
        assets of Seller separate from, and not commingled with, those of Transferor
        or
        any Affiliate thereof and only maintain bank accounts or other depository
        accounts to which Seller or Servicer alone is the account party, into which
        Seller or Servicer alone makes deposits and from which Seller or Servicer
        alone
        (or the Agent hereunder) has the power to make withdrawals;

        
          
            
            

          

          
            E-74

            
              

            

          

          
            
            

          

        

      

       

      (K)  pay all of
        Seller's operating expenses from Seller's own assets (except for certain
        payments by Transferor or other Persons pursuant to allocation arrangements
        that
        comply with the requirements of this Section 7.1(i));

       

      (L)  operate its
        business and activities such that it does not create, incur, guarantee, assume
        or suffer to exist any indebtedness or other liabilities, whether direct
        or
        contingent, other than (1) as a result of the endorsement of negotiable
        instruments for deposit or collection or similar transactions in the ordinary
        course of business, (2) the incurrence of obligations under this Agreement,
        (3)
        the incurrence of obligations, as expressly contemplated in the Receivables
        Sale
        Agreement, to make payment to Transferor thereunder for the purchase of
        Receivables from Transferor under the Receivables Sale Agreement, and (4)
        the
        incurrence of operating expenses in the ordinary course of business of the
        type
        otherwise contemplated by this Agreement;

       

      (M)  maintain its
        corporate charter in conformity with this Agreement, such that it does not
        amend, restate, supplement or otherwise modify its Certificate of Incorporation
        or By-Laws in any respect that would impair its ability to comply with the
        terms
        or provisions of any of the Transaction Documents, including, without
        limitation, Section 7.1(i) of this Agreement;

       

      (N)  maintain the
        effectiveness of, and continue to perform under the Receivables Sale Agreement,
        such that it does not amend, restate, supplement, cancel, terminate or otherwise
        modify the Receivables Sale Agreement or give any consent, waiver, directive
        or
        approval thereunder or waive any default, action, omission or breach under
        the
        Receivables Sale Agreement or otherwise grant any indulgence thereunder,
        without
        (in each case) the prior written consent of the Agent, which consent shall
        not
        be unreasonably withheld;

       

      (0)            maintain
        its corporate separateness such that it does not merge or consolidate with
        or
        into, or convey, transfer, lease or otherwise dispose of (whether in one
        transaction or in a series of transactions, and except as otherwise contemplated
        herein) all or substantially all of its assets (whether now owned or hereafter
        acquired) to, or acquire all or substantially all of the assets of, any Person,
        nor at any time create, have, acquire, maintain or hold any interest in any
        Subsidiary; and

       

      (P)            take
        such other actions as are necessary on its part to ensure that the facts and
        assumptions set forth in the opinion issued by Kirkland & Ellis LLP, as
        counsel for Seller, in connection with the closing or initial Incremental
        Purchase under this Agreement and relating to substantive consolidation issues,
        and in the certificates accompanying such opinion, remain true and correct
        in
        all material respects at all times.


      
        
          
          

        

        
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      (j)  Collections.
        Such
        Seller Party will cause (1) all proceeds from all Lock-Boxes to be directly
        deposited by a Lock-Box Bank into a Lock-Box Account, (2) each Lock-Box and
        Lock-Box Account to be subject at all times to a Lock-Box Account Agreement
        and
        each Blocked Account to be subject to a Blocked Account Agreement, in each
        case,
        that is in full force and effect. Such Seller Party will cause all proceeds
        in
        any Lock-Box Account (unless Agent shall have sent any applicable Collection
        Notice pursuant to Section 8.3) to be deposited into the Specified NFC
        Allocation Account. Such Seller Party shall deposit all proceeds with respect
        to
        the Receivables in the Specified NFC Allocation Account (or cause such proceeds
        to be deposited) into a Blocked Account within two (2) Business Days following
        deposit of such proceeds into the Specified NFC Allocation Account. In the
        event
        any payments relating to Receivables are remitted directly to Seller or any
        Affiliate of Seller, Seller will remit (or will cause all such payments to
        be
        remitted) directly to a Blocked Account Bank and deposited into a Blocked
        Account within two (2) Business Days following receipt thereof, and, at all
        times prior to such remittance, Seller will itself hold or, if applicable,
        will
        cause such payments to be held in trust for the exclusive benefit of the
        Agent
        and the Purchasers. Seller will maintain dominion and control (subject to
        the
        terms of this Agreement) of each Lock-Box, Lock-Box Account and Blocked Account
        and shall not grant the right to take dominion and control of any Lock-Box,
        Lock-Box Account or Blocked Account at a future time or upon the occurrence
        of a
        future event to any Person, except to the Agent as contemplated by this
        Agreement.

       

      (k)  Taxes.
        Such Seller
        Party will file all tax returns and reports required by law to be filed by
        it
        and will promptly pay all taxes and governmental charges at any time owing,
        except (a) any such taxes which are not yet delinquent or are being diligently
        contested in good faith by appropriate proceedings and for which adequate
        reserves in accordance with GAAP shall have been set aside on its books or
        (b)
        to the extent the failure to do so would not reasonably be expected to result
        in
        a Material Adverse Effect. Seller will pay when due any taxes payable in
        connection with the Receivables, exclusive of taxes on or measured by income
        or
        gross receipts of Conduit, the Agent or any Financial Institution.

       

      (1)            Insurance.
        Seller
        will maintain in effect, or cause to be maintained in effect, at Seller's
        own
        expense, such casualty and liability insurance as Seller shall deem appropriate
        in its good faith business judgment.

       

      (m)            Payment
        to Transferor and
        Originator. With respect to any Receivable purchased by Seller from
        Transferor, such sale shall be effected under the Receivables Sale Agreement,
        including, without limitation, the terms relating to the amount and timing
        of
        payments to be made to Transferor in respect of the purchase price for such
        Receivable. With respect to any Receivable purchased by Transferor from
        Originator, such sale shall be effected in accordance with the terms of the
        Transfer Agreement, including, without limitation, the terms relating to
        the
        amount and timing of payments to be made to Parent in respect of the purchase
        price for such Receivable.


      
        
          
          

        

        
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      Section
        7.2 Negative Covenants
        of The
        Seller Parties. Until the date on which the Aggregate Unpaids have been
        indefeasibly paid in full and this Agreement terminates in accordance with
        its
        terms, each Seller Party hereby covenants, as to itself, that:

       

      (a)  Name
        Change, Offices and
        Records. Such Seller Party will not change its name, identity or
        corporate structure (within the meaning of Section 9-507 of any applicable
        enactment of the UCC), change its state of organization or relocate any office
        where Records are kept unless it shall have: (i) given the Agent at least
        twenty
        (20) Business Days' prior written notice thereof and (ii) delivered to the
        Agent
        all financing statements, instruments and other documents reasonably requested
        by the Agent in connection with such change or relocation.

       

      (b)  Change
        in Payment
        Instructions to Obligors. Except as may be required by the Agent pursuant
        to Section 8.2(b), such Seller Party will not add or terminate any bank as
        a
        Blocked Account Bank or Lock-Box Bank, or make any change in the instructions
        to
        Obligors regarding payments to be made to any Lock-Box or Blocked Account,
        unless the Agent shall have received, at least ten (10) days before the proposed
        effective date therefor, (i) written notice of such addition, termination
        or
        change and (ii) with respect to the addition of a Lock-Box Bank, or a Blocked
        Account Bank or a Blocked Account, Lock-Box Account or Lock-Box, an executed
        Lock-Box Account Agreement or Blocked Account Agreement, as applicable, with
        respect to the new Blocked Account, Lock-Box Account or Lock-Box; provided,
        however, that the Servicer may make changes in instructions to Obligors
        regarding payments if such new instructions require such Obligor to make
        payments to another existing Lock-Box, Lock-Box Account or Blocked
        Account.

       

      (c)  Modifications
        to Contracts
        and Credit and Collection Policy. Such Seller Party will not, and will
        not permit Transferor to, make any change to the Credit and Collection Policy
        that would reasonably be expected to materially and adversely affect the
        collectibility of the Receivables or materially decrease the credit quality
        of
        any newly created Receivables unless such change shall be consented to by
        the
        Agent. Except as provided in Section 8.2(d), the Servicer will not, and will
        not
        permit Transferor to, extend, amend or otherwise modify the terms of any
        Receivable or any Contract related thereto other than in accordance with
        the
        Credit and Collection Policy.

       

      (d)  Sales,
        Liens. Seller
        will not sell, assign (by operation of law or otherwise) or otherwise dispose
        of, or grant any option with respect to, or create or suffer to exist any
        Adverse Claim upon (including, without limitation, the filing of any financing
        statement) or with respect to, any Receivable, Related Security or Collections,
        or upon or with respect to any Contract under which any Receivable arises,
        or
        any Lock-Box, Lock-Box Account or Blocked Account, or assign any right to
        receive income with respect thereto (other than, in each case, the creation
        of
        the interests therein in favor of the Agent and the Purchasers provided for
        herein), and Seller will defend the right, title and interest of the Agent
        and
        the Purchasers in, to and under any of the foregoing property, against all
        claims of third parties claiming through or under Seller or Transferor. Seller
        will not create or suffer to exist any mortgage, pledge, security interest,
        encumbrance, lien, charge or other similar arrangement on any of its inventory,
        the sale of which gives rise to any Receivable.

       

      (e)  [Intentionally
        Omitted]


      
        
          
          

        

        
          E-77

          
            

          

        

        
          
          

        

      

       

      (f)  Termination
        Date
        Determination. Seller will not designate the Termination Date (as defined
        in the Receivables Sale Agreement), or send any written notice to Transferor
        in
        respect thereof, without the prior written consent of the Agent, except with
        respect to the occurrence of such Termination Date arising pursuant to Section
        5.1(d) of the Receivables Sale Agreement or in connection with clause (iv)
        of
        the definition of Amortization Date.

       

      (g)  Restricted
        Junior
        Payments. From and after the occurrence of any Amortization Event, Seller
        will not make any Restricted Junior Payment if, after giving effect thereto,
        the
        Net Receivables Balance would be less than the sum of (i) the Aggregate Capital
        plus (ii) the Aggregate Reserves.

       

      (h)  Accounting.
        Such
        Seller Party will not, and will not permit any Affiliate to, account for
        or
        treat (whether in financial statements or otherwise) the transactions
        contemplated by this Agreement and the Receivables Sale Agreement in any
        manner
        other than as is consistent with the true sale analyses set forth in the
        opinion
        issued by Kirkland & Ellis LLP, as counsel for Seller, in connection with
        the closing or initial Incremental Purchase under this Agreement.

       

      ARTICLE
        VIII.

      ADMINISTRATION
        AND
        COLLECTION 

          Section
        8.1        Designation of
        Servicer.

      (a)  The servicing,
        administration and collection of the Receivables shall be conducted by such
        Person (the "Servicer")
so designated from
        time to time in accordance with this Section 8.1.
        Navistar is hereby designated as, and hereby agrees to perform the duties
        and
        obligations of, the Servicer pursuant to the terms of this Agreement. The
        Agent
        may at any time after a Servicer Termination Event designate as Servicer
        any
        Person to succeed Navistar or any successor Servicer.

       

      (b)  Without the
        prior written consent of the Agent and the Required Financial Institutions,
        Navistar shall not be permitted to delegate any of its duties or
        responsibilities as Servicer to any Person other than (i) an Affiliate of
        Navistar and (ii) with respect to certain Charged-Off Receivables, outside
        collection agencies in accordance with its customary practices. Such Affiliate
        shall not be permitted to further delegate to any other Person any of the
        duties
        or responsibilities of the Servicer delegated to it by Navistar. If at any
        time
        the Agent shall designate as Servicer any Person other than Navistar, all
        duties
        and responsibilities theretofore delegated by Navistar to Seller may, at
        the
        discretion of the Agent, be terminated forthwith on notice given by the Agent
        to
        Navistar and to Seller.

       

      (c)  Notwithstanding
        the foregoing subsection (b), (i) Navistar , at all times that it or one
        of its
        Affiliates is the Servicer, shall be and remain primarily liable to the Agent
        and the Purchasers for the full and prompt performance of all duties and
        responsibilities of the Servicer hereunder and (ii) the Agent and the Purchasers
        shall be entitled to deal exclusively with Navistar in matters relating to
        the
        discharge by the Servicer of its duties and responsibilities hereunder. The
        Agent and the Purchasers shall not be required to give notice, demand or
        other


      
        
          
          

        

        
          E-78

          
            

          

        

        
          
          

        

      

       

      communication
        to any Person other than Navistar at all times that it
        or an Affiliate of Navistar is Servicer in order for communication to the
        Servicer and its permitted delegate with respect thereto to be accomplished.
        Navistar, at all times that it is the Servicer, shall be responsible for
        providing any sub-servicer or other delegate of the Servicer with any notice
        given to the Servicer under this Agreement.

       

                  Section
        8.2        Duties
        of
        Servicer.

      (a)  The
        Servicer shall take or cause to be taken
        all such actions as may be necessary or advisable to collect each Receivable
        from time to time, all in accordance with applicable laws, rules and
        regulations, with reasonable care and diligence, and in accordance with the
        Credit and Collection Policy.

       

      (b)  The
        Servicer will instruct all Obligors to pay
        all Collections directly to a Lock-Box, Lock-Box Account or Blocked Account.
        The
        Servicer shall effect a Blocked Account Agreement with each bank party to
        a
        Blocked Account and a Lock-Box Account Agreement with each bank party to
        a
        Lock-Box Account at any time. In the case of any remittances received in
        any
        Lock-Box, Lock-Box Account or Blocked Account that shall have been identified,
        to the satisfaction of the Servicer, to not constitute Collections or other
        proceeds of the Receivables or the Related Security, the Servicer shall promptly
        remit such items to the Person identified to it as being the owner of such
        remittances. From and after the date the Agent delivers to any Lock-Box Bank
        a
        Collection Notice pursuant to Section 8.3, the Agent may request that the
        Servicer, and the Servicer thereupon promptly shall instruct all Obligors
        with
        respect to the Receivables, to remit all payments thereon to the Blocked
        Account
        and, at all times thereafter, Seller and the Servicer shall not deposit or
        otherwise credit, and shall not permit any other Person to deposit or otherwise
        credit to the Blocked Account any cash or payment item other than
        Collections.

       

      (c)  The
        Servicer shall administer the Collections
        in accordance with the procedures described herein and in Article II. The
        Servicer shall set aside and hold in trust for the account of Seller and
        the
        Purchasers their respective shares of the Collections in accordance with
        Article
        II. The Servicer shall, upon the request of the Agent after a Servicer
        Termination Event shall have occurred, segregate, in a manner acceptable
        to the
        Agent, all cash, checks and other instruments received by it from time to
        time
        constituting Collections from the general funds of the Servicer or Seller
        prior
        to the remittance thereof in accordance with Article II. If the Servicer
        shall
        be required to segregate Collections pursuant to the preceding sentence,
        the
        Servicer shall segregate and deposit into the Blocked Account such allocable
        share of Collections of Receivables set aside for the Purchasers on the second
        Business Day following receipt by the Servicer of such Collections, duly
        endorsed or with duly executed instruments of transfer.

       

      (d)  The
        Servicer may, in accordance with the
        Credit and Collection Policy, extend the maturity of any Receivable or adjust
        the Outstanding Balance of any Receivable as the Servicer determines to be
        appropriate to maximize Collections thereof; provided, however, that such
        extension or adjustment shall not alter the status of such Receivable as
        a
        Delinquent Receivable or Charged-Off Receivable or inhibit the rights of
        the
        Agent or the Purchasers under this Agreement to enforce such Receivable.
        Notwithstanding anything to the contrary contained


      
        
          
          

        

        
          E-79

          
            

          

        

        
          
          

        

      

       

      herein,
        the Agent shall have the absolute and unlimited right after
        the occurrence and during the continuance of a Servicer Termination Event
        to
        direct the Servicer to commence or settle any legal action with respect to
        any
        Receivable or to foreclose upon or repossess any Related Security.

       

      (e)  The
        Servicer shall hold in trust for Seller
        and the Purchasers all Records that (i) evidence or relate to the Receivables,
        the related Contracts and Related Security or (ii) are otherwise necessary
        or
        desirable to collect the Receivables and shall, as soon as practicable upon
        demand of the Agent, make available to the Agent all such Records; provided
        that
        the Servicer shall have no obligation to take any action in conflict with
        any
        applicable law, rule, regulation or contractual obligation prohibiting the
        disclosure of confidential information with respect to any Obligor; provided,
        however,
with respect to any contractual obligation, such Seller Party
        shall use its commercially reasonable efforts to obtain any applicable consent
        to disclose such information upon the request of the Agent. The Servicer
        shall,
        as soon as practicable following receipt thereof turn over to Seller any
        cash
        collections or other cash proceeds not constituting proceeds of the Receivables.
        The Servicer shall, from time to time at the request of any Purchaser, furnish
        to the Purchasers (promptly after any such request) a calculation of the
        amounts
        set aside for the Purchasers pursuant to Article II.

       

      (f)  Any
        payment by an Obligor in respect of any
        indebtedness owed by it to Parent, Transferor or Seller shall, except as
        otherwise specified by such Obligor or otherwise required by contract or
        law and
        unless otherwise instructed by the Agent, be applied in accordance with the
        Servicer's customary procedures.

       

      Section
        8.3                                Collection Notices.
        The Agent is authorized at any time after the occurrence and during the
        continuance of a Servicer Termination Event to date and to deliver to the
        Lock-Box Banks the Collection Notices. Seller hereby transfers to the Agent
        for
        the benefit of the Purchasers, effective when the Agent delivers such notice,
        the exclusive ownership and control of each Lock-Box and the Blocked Accounts.
        In case any authorized signatory of Navistar or Seller whose signature appears
        on a Blocked Account Agreement or Lock-Box Account Agreement shall cease
        to have
        such authority before the delivery of such notice, such Collection Notice
        shall
        nevertheless be valid as if such authority had remained in force. Seller
        hereby
        authorizes the Agent, and agrees that the Agent shall after the occurrence
        and
        during the continuance of a Servicer Termination Event be entitled to (i)
        endorse Seller's name on checks and other instruments representing Collections,
        (ii) enforce the Receivables, the related Contracts and the Related Security
        and
        (iii) take such action as shall be necessary or desirable to cause all cash,
        checks and other instruments constituting Collections of Receivables to come
        into the possession of the Agent rather than Seller.

       

      Section
        8.4                                Responsibilities
        of
        Seller. Anything herein to the contrary notwithstanding, the exercise by
        the Agent and the Purchasers of their rights hereunder shall not release
        the
        Servicer, Parent, the Transferor or Seller from any of their duties or
        obligations with respect to any Receivables or under the related Contracts.
        The
        Purchasers shall have no obligation or liability with respect to any Receivables
        or related Contracts, nor shall any of them be obligated to perform the
        obligations of Seller.


      
        
          
          

        

        
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      Section
        8.5            Reports. The Servicer
        shall prepare and forward to the Agent (i) on the 15th day of each
        month or, if
        such day is not a Business Day, the first Business Day thereafter and at
        such
        times as the Agent shall request, a Monthly Report, (ii) on the first Business
        Day of each week a Weekly Report which updates the previous month's Monthly
        Report for the previous week's Incremental Purchases and Collections and
        (iii)
        at such times as the Agent shall reasonably request, a listing by Obligor
        of all
        Receivables together with an aging of such Receivables.

       

      Section
        8.6                                Servicing Fees. In
        consideration of Navistar's agreement to act as Servicer hereunder, the
        Purchasers hereby agree that, so long as Navistar shall continue to perform
        as
        Servicer hereunder, Seller shall pay over to Navistar a fee (the "Servicing
        Fee") on
        the first calendar day of each month, in arrears for the immediately preceding
        month, equal to 1.0% per annum of the average aggregate Net Receivables during
        such prior monthly period, as compensation for its servicing activities.

       

      ARTICLE
        IX.

       

      AMORTIZATION
        EVENTS

      Section
        9.1           Amortization Events.
        The occurrence of any one or more of the following events shall constitute
        an
        Amortization Event:

       

      (a)  Any
        Seller Party shall fail (i) to make any
        payment or deposit required hereunder when due; provided,
        however,
that no Amortization Event shall occur under this Section
        9.1(a)(i) as a result of any Iate payment or deposit (x) which was made before
        5:00 p.m. on the applicable due date or (y) which is cured within one (1)
        Business Day after any Seller Party has knowledge of such failure if (A)
        with
        respect to clause (y) only, such late payment or deposit was due to a funds
        transmission failure beyond such Seller Party's control, including any failure
        of any Lock-Box Bank or Blocked Account Bank to follow transfer instructions,
        (B) such late payments or deposits do not occur more than five (5) times
        in any
        calendar year, and (C) such Seller Party pays all costs incurred by the Agent
        as
        a direct result of such failure or, (z) solely to the extent such payment
        or
        deposit represents interest or fees, such failure continues for five (5)
        Business Days after any Seller Party has knowledge of such failure, or (ii)
        to
        perform or observe any term, covenant or agreement hereunder (other than
        as
        referred to in clause (i) of this paragraph (a) and paragraph 9.1(e)) and
        such
        failure shall continue for ten (10) consecutive Business Days after such Seller
        Party has knowledge of such failure.

       

      (b)  Any
        representation, warranty, certification or
        statement made by any Seller Party in this Agreement, any other Transaction
        Document or in any other document delivered pursuant hereto or thereto shall
        prove to have been incorrect when made or deemed made and such inaccuracy,
        to
        the extent capable of being remedied, shall remain unremedied in all material
        respects for five (5) Business Days after any Seller Party has knowledge
        of such
        inaccuracy; provided that the materiality qualifier in this clause shall
        not
        apply to any representation or warranty which itself contains a materiality
        qualifier.

       

      (c)  The
        Indebtedness outstanding under the
        Transferor Credit Agreement shall become due in full prior to its stated
        maturity; or shall be declared to be due and payable in fu11or required to
        be
        prepaid in full prior to the date of maturity thereof, in each case, due
        to the
        occurrence of an event of default under the Transferor Credit
        Agreement.


      
        
          
          

        

        
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      (d)  (i ) Any Seller
        Party shall generally not pay its debts as such debts become due or shall
        admit
        in writing its inability to pay its debts generally or shall make a general
        assignment for the benefit of creditors; or (ii) any proceeding shall be
        instituted by or against any Seller Party seeking to adjudicate it bankrupt
        or
        insolvent, or seeking liquidation, winding up, reorganization, arrangement,
        adjustment, protection, relief or composition of it or its debts under any
        law
        relating to bankruptcy, insolvency or reorganization or relief of debtors,
        or
        seeking the entry of an order for relief or the appointment of a receiver,
        trustee or other similar official for it or any substantial part of its property
        or (iii) any Seller Party shall take any corporate action to authorize any
        of
        the actions set forth in clauses (i) or (ii) above in this subsection (d).

       

               
        (e)  Seller shall fail to comply with the terms of Section 2.6
        hereof

       

      (f)  As at the end of
        any calendar month, the three month rolling average Delinquency Ratio shall
        exceed 5.5% or the three month rolling average Default Trigger Ratio shall
        exceed 4.5% or the three month rolling average Dilution Ratio shall exceed
        2.5%.

       

                (g)  A
        Change of Control shall occur.

       

      (h)  (i) One or more
        final judgments for the payment of money in an amount in excess of $11,600
        shall
        be entered against Seller or (ii) one or more final judgments for the payment
        of
        money in an amount in excess of $10,000,000, individually or in the aggregate,
        shall be entered against the Servicer on claims not covered by insurance
        or as
        to which the insurance carrier has denied its responsibility, and such judgment
        shall continue unsatisfied and in effect for fifteen (15) consecutive days
        without a stay of execution.

       

      (i )  The "Termination
        Date"
under and as defined in the Receivables Sale Agreement shall
        occur
        under the Receivables Sale Agreement or Transferor shall for any reason cease
        to
        transfer, or cease to have the legal capacity to transfer, or otherwise be
        incapable of transferring Receivables to Seller under the Receivables Sale
        Agreement.

       

      (j)  This Agreement
        shall terminate in whole or in part (except in accordance with its terms),
        or
        shall cease to be effective or to be the legally valid, binding and enforceable
        obligation of Seller, or any Obligor shall successfully, directly or indirectly,
        contest in any manner such effectiveness, validity, binding nature or
        enforceability, or the Agent for the benefit of the Purchasers shall cease
        to
        have a valid and perfected first priority security interest in the Receivables,
        the Related Security, the Collections and the Lock-Box Accounts and Blocked
        Accounts to the extent a security interest can be obtained with respect to
        such
        assets and can be perfected under the UCC and, with respect to the Related
        Security, Collections and the Lock-Box Accounts and Blocked Accounts, such
        failure to maintain a valid and perfected first priority security interest
        would
        cause the occurrence of an Amortization Event pursuant to clause (k) of this
        Section 9.1.


      
        
          
          

        

        
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      (k)
        The Net Receivables Balance shall, at any time, be less than
        an amount equal to the sum of (i) the Aggregate Capital plus (ii) the Aggregate
        Reserves and such failure shall continue for one Business Day after any Seller
        Party has knowledge of such failure.

       

      Section
        9.2         Remedies. Upon the
        occurrence and during the continuation of an Amortization Event, the Agent
        may,
        or upon the direction of the Required Financial Institutions shall, take
        any of
        the following actions: (i) replace the Person then acting as Servicer if
        such
        Amortization Event is a Servicer Termination Event, (ii) declare the
        Amortization Date to have occurred, whereupon the Amortization Date shall
        forthwith occur, without demand, protest or further notice of any kind, all
        of
        which are hereby expressly waived by each Seller Party; provided, however,
        that
        upon the occurrence of an Amortization Event described in Section 9.1(d)(ii),
        or
        of an actual or deemed entry of an order for relief with respect to any Seller
        Party under the Federal Bankruptcy Code, the Amortization Date shall
        automatically occur, without demand, protest or any notice of any kind, all
        of
        which are hereby expressly waived by each Seller Party, (iii) to the fullest
        extent permitted by applicable law, declare that the Default Fee shall accrue
        with respect to any of the Aggregate Unpaids outstanding at such time, (iv)
        deliver the Collection Notices to the Lock-Box Banks and the Blocked Account
        Banks, and (v) if there has been a transfer of servicing, notify Obligors
        of the
        Purchasers' interest in the Receivables. The aforementioned rights and remedies
        shall be without limitation, and shall be in addition to all other rights
        and
        remedies of the Agent and the Purchasers otherwise available under any other
        provision of this Agreement, by operation of law, at equity or otherwise,
        all of
        which are hereby expressly preserved, including, without limitation, all
        rights
        and remedies provided under the UCC, all of which rights shall be
        cumulative.

       

      ARTICLE
        X.

       

      INDEMNIFICATION

      Section
        10.1         Indemnities by
        the Seller
        Parties. Without limiting any other rights that the Agent or any
        Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees
        to indemnify (and pay upon demand to) the Agent and each Purchaser and their
        respective assigns, officers, directors, agents and employees (each an "Indemnified
        Party")
from and against any and all damages, losses, claims, taxes,
        liabilities, costs, expenses and for all other amounts payable, including
        reasonable attorneys' fees and disbursements (all of the foregoing being
        collectively referred to as "Indemnified
        Amounts")
awarded against or incurred by any of them arising out of or
        as a
        result of this Agreement or the acquisition, either directly or indirectly,
        by a
        Purchaser of an interest in the Receivables, and (B) the Servicer hereby
        agrees
        to indemnify (and pay upon demand to) each Indemnified Party for Indemnified
        Amounts awarded against or incurred by any of them arising out of the Servicer's
        activities as Servicer hereunder excluding, however, in all of the foregoing
        instances under the preceding clauses (A) and (B):

       

                  (i
        )            Indemnified
        Amounts resulted from gross negligence, willful misconduct, violation of
        law or
        breach of the Transaction Documents on the part of the Indemnified Party
        seeking
        indemnification;


      
        
          
          

        

        
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                  (ii)  Indemnified
        Amounts to the extent the same includes losses in respect of Receivables
        that
        are uncollectible on account of the insolvency, bankruptcy or lack of
        creditworthiness of the related Obligor; or

       

                  (iii)  taxes
        imposed by any jurisdiction other than a jurisdiction which acquired taxing
        authority over the Indemnified Party as a result of the Transactions, on
        or
        measured by the overall net income of such Indemnified Party to the extent
        that
        the computation of such taxes is consistent with the characterization for
        income
        tax purposes of the acquisition by the Purchasers of Purchaser Interests
        as a
        loan or loans by the Purchasers to Seller secured by the Receivables, the
        Related Security, the Lock-Box Accounts, the Blocked Accounts and the
        Collections;

       

      provided,
        however, that nothing contained in this sentence shall
        limit the liability of any Seller Party or limit the recourse of the Purchasers
        to any Seller Party for amounts otherwise specifically provided to be paid
        by
        such Seller Party under the terms of this Agreement. Without limiting the
        generality of the foregoing indemnification, Seller shall indemnify the Agent
        and the Purchasers for Indemnified Amounts (including, without limitation,
        losses in respect of uncollectible receivables, regardless of whether
        reimbursement therefor would constitute recourse to Seller or the Servicer)
        relating to or resulting from:

       

      (i)  any
        representation or warranty made by any Seller Party or Transferor (or any
        officers of any such Person) under or in connection with this Agreement,
        any
        other Transaction Document or any other information or report delivered by
        any
        such Person pursuant hereto or thereto, which shall have been false or incorrect
        when made or deemed made;

       

      (ii)  the failure
        by Seller, the Servicer or Transferor to comply with any applicable law,
        rule or
        regulation with respect to any Receivable or Contract related thereto, or
        the
        nonconformity of any Receivable or Contract included therein with any such
        applicable law, rule or regulation or any failure of Transferor to keep or
        perform any of its obligations, express or implied, with respect to any
        Contract;

       

      (iii)  any failure
        of Seller, the Servicer or Transferor to perform its duties, covenants or
        other
        obligations in accordance with the provisions of this Agreement or any other
        Transaction Document;

       

      (iv)  any products
        liability, personal injury or damage suit, or other similar claim arising
        out of
        or in connection with merchandise, insurance or services that are the subject
        of
        any Contract or any Receivable;

       

      (v)  any dispute,
        claim, offset or defense (other than discharge in bankruptcy of the Obligor)
        of
        the Obligor to the payment of any Receivable (including, without limitation,
        a
        defense based on such Receivable or the related Contract not being a legal,
        valid and binding obligation of such Obligor enforceable against it in
        accordance with its terms), or any other claim resulting from the sale of
        the
        merchandise or service related to such Receivable or the furnishing or failure
        to furnish such merchandise or services;


      
        
          
          

        

        
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        (vi
        )  the commingling of Collections of Receivables at any time with
        other funds;

       

       (vii
        )  any investigation, litigation or proceeding related to or arising
        from this Agreement or any other Transaction
        Document,  the  transactions contemplated hereby, the use of
        the proceeds of an Incremental Purchase or a Reinvestment, the ownership
        of the
        Purchaser Interests or any other investigation, litigation or proceeding
        relating to Seller, the Servicer or Transferor in which any Indemnified Party
        becomes involved as a result of any of the transactions contemplated
        hereby;

            

             
  
        (viii)  [Intentionally Omitted]

       

                 
        (ix)  any Amortization Event described in Section 9.1(d);

       

      (x)  any failure of
        Seller to acquire and maintain legal and equitable title to, and ownership
        of
        any Receivable and the Related Security and Collections with respect thereto
        from Transferor, free and clear of any Adverse Claim (other than as created
        hereunder); or any failure of Seller to give reasonably equivalent value
        to
        Transferor under the Receivables Sale Agreement in consideration of the transfer
        by Transferor of any Receivable, or any attempt by any Person to void such
        transfer under statutory provisions or common law or equitable action;

       

      (xi)  any failure to
        vest and maintain vested in the Agent for the benefit of the Purchasers,
        or to
        transfer to the Agent for the benefit of the Purchasers, legal and equitable
        title to, and ownership of, a first priority perfected undivided percentage
        ownership interest (to the extent of the Purchaser Interests contemplated
        hereunder) or security interest in the Receivables, the Related Security
        and the
        Collections, free and clear of any Adverse Claim (except as created by the
        Transaction Documents);

       

      (xii)  the failure to
        have filed, or any delay in filing, financing statements or other similar
        instruments or documents under the UCC of any applicable jurisdiction or
        other
        applicable laws with respect to any Receivable, the Related Security and
        Collections with respect thereto, and the proceeds of any thereof, whether
        at
        the time of any Incremental Purchase or Reinvestment or at any subsequent
        time;

       

      (xiii)  any action by
        any Seller Party not required by or omission by any Seller Party not prohibited
        by the Transaction Documents which reduces or impairs the rights of the Agent
        or
        the Purchasers with respect to any Receivable or the value of any such
        Receivable;


      
        
          
          

        

        
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            (xiv)  any attempt by any Person
        to void any Incremental Purchase or Reinvestment hereunder under statutory
        provisions or common law or equitable action; and

       

            (xv)  the
        failure of
        any Receivable included in the calculation of the Net Receivables Balance
        as an
        Eligible Receivable to be an Eligible Receivable at the time so included.

       

      Section
        10.2         Increased Cost
        and Reduced
        Return. If after the date hereof, any Funding Source shall be charged any
        fee, expense or increased cost on account of the adoption of any applicable
        law,
        rule or regulation (including any applicable law, rule or regulation regarding
        capital adequacy), any accounting principles or any change in any of the
        foregoing, or any change in the interpretation or administration thereof
        by the
        Financial Accounting Standards Board ("FASB'), any governmental authority,
        any
        central bank or any comparable agency charged with the interpretation or
        administration thereof, or compliance with any request or directive (whether
        or
        not having the force of law) of any such authority or agency (a "Regulatory
        Change"):
(i) that
        subjects any Funding Source to any charge or withholding on or with respect
        to
        any Funding Agreement or a Funding Source's obligations under a Funding
        Agreement, or on or with respect to the Receivables, or changes the basis
        of
        taxation of payments to any Funding Source of any amounts payable under any
        Funding Agreement (except for changes in the rate of tax on the overall net
        income of a Funding Source or taxes excluded by Section 10.1) or (ii)
        that imposes, modifies or deems applicable any reserve, assessment, insurance
        charge, special deposit or similar requirement against assets of, deposits
        with
        or for the account of a Funding Source, or credit extended by a Funding Source
        pursuant to a Funding Agreement or (iii) that imposes any other condition
        the
        result of which is to increase the cost to a Funding Source of performing
        its
        obligations under a Funding Agreement, or to reduce the rate of return on
        a
        Funding Source's capital as a consequence of its obligations under a Funding
        Agreement, or to reduce the amount of any sum received or receivable by a
        Funding Source under a Funding Agreement or to require any payment calculated
        by
        reference to the amount of interests or loans held or interest received by
        it,
        then, upon demand by the Agent, Seller shall pay to the Agent, for the benefit
        of the relevant Funding Source, such amounts charged to such Funding Source
        or
        such amounts to otherwise compensate such Funding Source for such increased
        cost
        or such reduction; provided,
        however, in
        no event shall Seller be liable for the payment of any such amounts with
        respect
        to any increased cost or reduced return accruing more than ninety (90) days
        after the Agent obtained knowledge of such increased cost or reduced return
        unless the Agent shall notify Seller of the same and then only the portion
        accruing after the date of such notice. For the avoidance of doubt, if the
        issuance of FASB Interpretation No. 46, or any other change in accounting
        standards or the issuance of any other pronouncement, release or interpretation,
        causes or requires the consolidation of all or a portion of the assets and
        liabilities of Company or Seller with the assets and liabilities of the Agent,
        any Financial Institution or any other Funding Source, such event shall
        constitute a circumstance on which such Funding Source may base a claim for
        reimbursement under this Section.

       

      Section
        10.3         Other Costs and
        Expenses. Seller shall pay to the Agent and Conduit on demand and
        presentment of invoices all costs and out-of-pocket expenses in connection
        with
        the preparation, execution, delivery and administration of this Agreement,
        the
        transaction documents contemplated hereby and the other documents to be
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      limitation,
        the cost of Conduit's auditors auditing the books,
        records and procedures of Seller once per year, reasonable fees and
        out-of-pocket expenses of legal counsel for Conduit and the Agent with respect
        thereto and with respect to advising Conduit and the Agent as to their
        respective rights and remedies under this Agreement. Seller shall pay to
        the
        Agent on demand any and all costs and expenses of the Agent and the Purchasers,
        if any, (and Agent shall demand such payment when and as such costs and expenses
        accrue to the knowledge of the Agent or such Purchaser) including reasonable
        counsel fees and expenses in connection with the enforcement of this Agreement
        and the other documents delivered hereunder and in connection with any
        restructuring or workout of this Agreement or such documents, or the
        administration of this Agreement following an Amortization Event.

       

      ARTICLE
        XI.


       

      THE
        AGENT

      Section
        11.1       Authorization
        and
        Action. Each Purchaser hereby designates and appoints Bank One to act as
        its agent hereunder and under each other Transaction Document, and authorizes
        the Agent to take such actions as agent on its behalf and to exercise such
        powers as are delegated to the Agent by the terms of this Agreement and the
        other Transaction Documents together with such powers as are reasonably
        incidental thereto. The Agent shall not have any duties or responsibilities,
        except those expressly set forth herein or in any other Transaction Document,
        or
        any fiduciary relationship with any Purchaser, and no implied covenants,
        functions, responsibilities, duties, obligations or liabilities on the part
        of
        the Agent shall be read into this Agreement or any other Transaction Document
        or
        otherwise exist for the Agent. In performing its functions and duties hereunder
        and under the other Transaction Documents, the Agent shall act solely as
        agent
        for the Purchasers and does not assume nor shall be deemed to have assumed
        any
        obligation or relationship of trust or agency with or for any Seller Party
        or
        any of such Seller Party's successors or assigns. The Agent shall not be
        required to take any action that exposes the Agent to personal liability
        or that
        is contrary to this Agreement, any other Transaction Document or applicable
        law.
        The appointment and authority of the Agent hereunder shall terminate upon
        the
        indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby
        authorizes the Agent to execute each of the Uniform Commercial Code financing
        statements on behalf of such Purchaser (the terms of which shall be binding
        on
        such Purchaser).

       

      Section
        11.2       Delegation of
        Duties.
        The Agent may execute any of its duties under this Agreement and each other
        Transaction Document by or through agents or attorneys-in-fact and shall
        be
        entitled to advice of counsel concerning all matters pertaining to such duties.
        The Agent shall not be responsible for the negligence or misconduct of any
        agents or attorneys-in-fact selected by it with reasonable care.

       

      Section
        11.3       Exculpatory
        Provisions. Neither the Agent nor any of its directors, officers, agents
        or employees shall be (i) liable for any action lawfully taken or omitted
        to be
        taken by it or them under or in connection with this Agreement or any other
        Transaction Document (except for its, their or such Person's own gross
        negligence or willful misconduct), or (ii) responsible in any manner to any
        of
        the Purchasers for any recitals, statements,


      
        
          
          

        

        
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      representations
        or warranties made by any Seller Party contained in
        this Agreement, any other Transaction Document or any certificate, report,
        statement or other document referred to or provided for in, or received under
        or
        in connection with, this Agreement, or any other Transaction Document or
        for the
        value, validity, effectiveness, genuineness, enforceability or sufficiency
        of
        this Agreement, or any other Transaction Document or any other document
        furnished in connection herewith or therewith, or for any failure of any
        Seller
        Party to perform its obligations hereunder or thereunder, or for the
        satisfaction of any condition specified in Article VI, or for the perfection,
        priority, condition, value or sufficiency of any collateral pledged in
        connection herewith. The Agent shall not be under any obligation to any
        Purchaser to ascertain or to inquire as to the observance or performance
        of any
        of the agreements or covenants contained in, or conditions of, this Agreement
        or
        any other Transaction Document, or to inspect the properties, books or records
        of the Seller Parties. The Agent shall not be deemed to have knowledge of
        any
        Amortization Event or Potential Amortization Event unless the Agent has received
        notice from Seller or a Purchaser.

       

      Section
        11.4        Reliance by Agent.
        The Agent shall in all cases be entitled to rely, and shall be fully protected
        in relying, upon any document or conversation believed by it to be genuine
        and
        correct and to have been signed, sent or made by the proper Person or Persons
        and upon advice and statements of legal counsel (including, without limitation,
        counsel to Seller), independent accountants and other experts selected by
        the
        Agent. The Agent shall in all cases be fully justified in failing or refusing
        to
        take any action under this Agreement or any other Transaction Document unless
        it
        shall first receive such advice or concurrence of Conduit or the Required
        Financial Institutions or all of the Purchasers, as applicable, as it deems
        appropriate and it shall first be indemnified to its satisfaction by the
        Purchasers, provided that unless and until the Agent shall have received
        such
        advice, the Agent may take or refrain from taking any action, as the Agent
        shall
        deem advisable and in the best interests of the Purchasers. The Agent shall
        in
        all cases be fully protected in acting, or in refraining from acting, in
        accordance with a request of Conduit or the Required Financial Institutions
        or
        all of the Purchasers, as applicable, and such request and any action taken
        or
        failure to act pursuant thereto shall be binding upon all the Purchasers.

       

      Section
        11.5         Non-Reliance on
        Agent and
        Other Purchasers. Each Purchaser expressly acknowledges that neither the
        Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact
        or affiliates has made any representations or warranties to it and that no
        act
        by the Agent hereafter taken, including, without limitation, any review of
        the
        affairs of any Seller Party, shall be deemed to constitute any representation
        or
        warranty by the Agent. Each Purchaser represents and warrants to the Agent
        that
        it has and will, independently and without reliance upon the Agent or any
        other
        Purchaser and based on such documents and information as it has deemed
        appropriate, made its own appraisal of and investigation into the business,
        operations, property, prospects, financial and other conditions and
        creditworthiness of Seller and made its own decision to enter into this
        Agreement, the other Transaction Documents and all other documents related
        hereto or thereto.

       

      Section
        11.6         Reimbursement
        and
        Indemnification. The Financial Institutions agree to reimburse and
        indemnify the Agent and its officers, directors, employees, representatives
        and
        agents ratably according to their Pro Rata Shares, to the extent not paid
        or
        reimbursed by the Seller Parties (i) for any amounts for which the Agent,
        acting
        in its capacity as Agent, is entitled


      
        
          
          

        

        
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      to
        reimbursement by the Seller Parties hereunder and (ii) for any
        other expenses incurred by the Agent, in its capacity as Agent and acting
        on
        behalf of the Purchasers, in connection with the administration and enforcement
        of this Agreement and the other Transaction Documents.

       

      Section
        11.7         Agent in its Individual
        Capacity. The Agent and its Affiliates may make loans to, accept deposits
        from and generally engage in any kind of business with Seller or any Affiliate
        of Seller as though the Agent were not the Agent hereunder. With respect
        to the
        acquisition of Purchaser Interests pursuant to this Agreement, the Agent
        shall
        have the same rights and powers under this Agreement in its individual capacity
        as any Purchaser and may exercise the same as though it were not the Agent,
        and
        the terms "Financial
        Institution,"
        "Purchaser," "Financial Institutions" and "Purchasers"
shall
        include the Agent in its individual capacity.

       

      Section
        11.8         Successor Agent. The
        Agent may, upon ten days' notice to Seller and the Purchasers, and the Agent
        will, upon the direction of all of the Purchasers (other than the Agent,
        in its
        individual capacity) resign as Agent. If the Agent shall resign, then the
        Required Financial Institutions during such ten-day period shall appoint
        from
        among the Purchasers a successor agent. If for any reason no successor Agent
        is
        appointed by the Required Financial Institutions during such ten-day period,
        then effective upon the termination of such ten-day period, the Purchasers
        shall
        perform all of the duties of the Agent hereunder and under the other Transaction
        Documents and Seller and the Servicer (as applicable) shall make all payments
        in
        respect of the Aggregate Unpaids directly to the applicable Purchasers and
        for
        all purposes shall deal directly with the Purchasers. After the effectiveness
        of
        any retiring Agent's resignation hereunder as Agent, the retiring Agent shall
        be
        discharged from its duties and obligations hereunder and under the other
        Transaction Documents and the provisions of this Article XI and Article X
        shall
        continue in effect for its benefit with respect to any actions taken or omitted
        to be taken by it while it was Agent under this Agreement and under the other
        Transaction Documents.

       

      ARTICLE
        XII.

       

      ASSIGNMENTS;
        PARTICIPATIONS 

          Section
        12.1           Assignments.

      (a)  Seller and each
        Financial Institution hereby agree and consent to the complete or partial
        assignment by Conduit of all or any portion of its rights under, interest
        in,
        title to and obligations under this Agreement to the Financial Institutions
        pursuant to Section 13.1 or to any other Person, and upon such assignment,
        Conduit shall be released from its obligations so assigned. Further, Seller
        and
        each Financial Institution hereby agree that any assignee of Conduit of this
        Agreement or all or any of the Purchaser Interests of Conduit shall have
        all of
        the rights and benefits under this Agreement as if the term "Conduit"
explicitly
        referred to such party, and no such assignment shall in any way impair the
        rights and benefits of Conduit hereunder. Except as specifically provided
        in
        this Agreement, neither Seller nor the Servicer shall have the right to assign
        its rights or obligations under this Agreement.

       

      (b)  Any Financial
        Institution may at any time and from time to time assign to one or more Persons
        ("Purchasing
        Financial
        Institutions") all or any part of its rights and


      
        
          
          

        

        
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      obligations
        under this Agreement pursuant to an assignment agreement,
        substantially in the form set forth in Exhibit VII hereto (the "Assignment
        Agreement")
executed by such Purchasing Financial Institution and such
        selling
        Financial Institution. The consent of Conduit shall be required prior to
        the
        effectiveness of any such assignment. Each assignee of a Financial Institution
        must (i) have a short-term debt rating of A-1 or better by Standard & Poor's
        Ratings Group and P-1 by Moody's Investor Service, Inc. and (ii) agree to
        deliver to the Agent, promptly following any request therefor by the Agent
        or
        Conduit, an enforceability opinion in form and substance satisfactory to
        the
        Agent and Conduit. Upon delivery of the executed Assignment Agreement to
        the
        Agent, such selling Financial Institution shall be released from its obligations
        hereunder to the extent of such assignment. Thereafter the Purchasing Financial
        Institution shall for all purposes be a Financial Institution party to this
        Agreement and shall have all the rights and obligations of a Financial
        Institution under this Agreement to the same extent as if it were an original
        party hereto and no further consent or action by Seller, the Purchasers or
        the
        Agent shall be required.

       

      (c)            Each
        of the Financial Institutions agrees that in the event that it shall cease
        to
        have a short-term debt rating of A-1 or better by Standard & Poor's Ratings
        Group and P-1 by Moody's Investor Service, Inc. (an "Affected
        Financial Institution"),
such Affected Financial Institution shall be obligated, at
        the
        request of Conduit or the Agent, to assign all of its rights and obligations
        hereunder to (x) another Financial Institution or (y) another funding entity
        nominated by the Agent and acceptable to Conduit, and willing to participate
        in
        this Agreement through the Liquidity Termination Date in the place of such
        Affected Financial Institution; provided that the Affected Financial Institution
        receives payment in full, pursuant to an Assignment Agreement, of an amount
        equal to such Financial Institution's Pro Rata Share of the Aggregate Capital
        and Yield owing to the Financial Institutions and all accrued but unpaid
        fees
        and other costs and expenses payable in respect of its Pro Rata Share of
        the
        Purchaser Interests of the Financial Institutions.

       

      Section
        12.2         Participations. Any
        Financial Institution may, in the ordinary course of its business at any
        time
        sell to one or more Persons (each a "Participant")
        participating interests in its Pro Rata Share of the Purchaser
        Interests of the Financial Institutions, its obligation to pay Conduit its
        Acquisition Amounts or any other interest of such Financial Institution
        hereunder. Notwithstanding any such sale by a Financial Institution of a
        participating interest to a Participant, such Financial Institution's rights
        and
        obligations under this Agreement shall remain unchanged, such Financial
        Institution shall remain solely responsible for the performance of its
        obligations hereunder, and Seller, Conduit and the Agent shall continue to
        deal
        solely and directly with such Financial Institution in connection with such
        Financial Institution's rights and obligations under this Agreement. Each
        Financial Institution agrees that any agreement between such Financial
        Institution and any such Participant in respect of such participating interest
        shall not restrict such Financial Institution's right to agree to any amendment,
        supplement, waiver or modification to this Agreement, except for any amendment,
        supplement, waiver or modification described in Section 14.1(b)(i).


      
        
          
          

        

        
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      ARTICLE
        XIII.

       

      LIQUIDITY
        FACILITY

      Section
        13.1         Transfer to Financial
        Institutions. Each Financial Institution hereby agrees, subject to
        Section 13.4, that immediately upon written notice from Conduit delivered
        on or
        prior to the Liquidity Termination Date, it shall acquire by assignment from
        Conduit, without recourse or warranty, its Pro Rata Share of one or more
        of the
        Purchaser Interests of Conduit as specified by Conduit. Each such assignment
        by
        Conduit shall be made pro rata among all of the Financial Institutions, except
        for pro rata assignments to one or more Terminating Financial Institutions
        pursuant to Section 13.6. Each such Financial Institution shall, no later
        than
        1:00 p.m. (Chicago time) on the date of such assignment, pay in immediately
        available funds (unless another form of payment is otherwise agreed between
        Conduit and any Financial Institution) to the Agent at an account designated
        by
        the Agent, for the benefit of Conduit, its Acquisition Amount. Unless a
        Financial Institution has notified the Agent that it does not intend to pay
        its
        Acquisition Amount, the Agent may assume that such payment has been made
        and
        may, but shall not be obligated to, make the amount of such payment available
        to
        Conduit in reliance upon such assumption. Conduit hereby sells and assigns
        to
        the Agent for the ratable benefit of the Financial Institutions, and the
        Agent
        hereby purchases and assumes from Conduit, effective upon the receipt by
        Conduit
        of the Conduit Transfer Price, the Purchaser Interests of Conduit which are
        the
        subject of any transfer pursuant to this Article XIII.

       

      Section
        13.2         Transfer Price
        Reduction
        Yield. If the Adjusted Funded Amount is included in the calculation of
        the Conduit Transfer Price for any Purchaser Interest, each Financial
        Institution agrees that the Agent shall pay to Conduit the Reduction Percentage
        of any Yield received by the Agent with respect to such Purchaser
        Interest.

       

      Section
        13.3         Payments to Conduit.
        In consideration for the reduction of the Conduit Transfer Prices by the
        Conduit
        Transfer Price Reductions, effective only at such time as the aggregate amount
        of the Capital of the Purchaser Interests of the Financial Institutions equals
        the Conduit Residual, each Financial Institution hereby agrees that the Agent
        shall not distribute to the Financial Institutions and shall immediately
        remit
        to Conduit any Yield, Collections or other payments received by it to be
        applied
        pursuant to the terms hereof or otherwise to reduce the Capital of the Purchaser
        Interests of the Financial Institutions.

       

      Section
        13.4         Limitation on
        Commitment to
        Purchase from Conduit. Notwithstanding anything to the contrary in this
        Agreement, no Financial Institution shall have any obligation to purchase
        any
        Purchaser Interest from Conduit, pursuant to Section 13.1 or otherwise,
        if:

       

      (i)  Conduit shall
        have voluntarily commenced any proceeding or filed any petition under any
        bankruptcy, insolvency or similar law seeking the dissolution, liquidation
        or
        reorganization of Conduit or taken any corporate action for the purpose of
        effectuating any of the foregoing; or

       

      (ii)  involuntary
        proceedings or an involuntary petition shall have been commenced or filed
        against Conduit by any Person under any bankruptcy,  insolvency or similar
        law seeking the dissolution, liquidation or reorganization of Conduit and
        such
        proceeding or petition shall have not been dismissed.


      
        
          
          

        

        
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      Section
        13.5          Defaulting Financial
        Institutions. If one or more Financial Institutions defaults in its
        obligation to pay its Acquisition Amount pursuant to Section 13.1 (each such
        Financial Institution shall be called a "Defaulting
        Financial Institution"
and the aggregate amount of such defaulted obligations being
        herein called the "Conduit
        Transfer Price Deficit"),
then upon notice from the Agent, each Financial Institution
        other
        than the Defaulting Financial Institutions (a "Non-Defaulting
        Financial
        Institution ") shall promptly pay to the Agent, in immediately
        available funds, an amount equal to the lesser of (x) such Non-Defaulting
        Financial Institution's proportionate share (based upon the relative Commitments
        of the Non-Defaulting Financial Institutions of the Conduit Transfer Price
        Deficit and (y) the unused portion of such Non-Defaulting Financial
        Institution's Commitment. A Defaulting Financial Institution shall forthwith
        upon demand pay to the Agent for the account of the Non-Defaulting Financial
        Institutions all amounts paid by each Non-Defaulting Financial Institution
        on
        behalf of such Defaulting Financial Institution, together with interest thereon,
        for each day from the date a payment was made by a Non-Defaulting Financial
        Institution until the date such Non-Defaulting Financial Institution has
        been
        paid such amounts in full, at a rate per annum equal to the Federal Funds
        Effective Rate plus two percent (2%). In addition, without prejudice to any
        other rights that Conduit may have under applicable law, each Defaulting
        Financial Institution shall pay to Conduit forthwith upon demand, the difference
        between such Defaulting Financial Institution's unpaid Acquisition Amount
        and
        the amount paid with respect thereto by the Non-Defaulting Financial
        Institutions, together with interest thereon, for each day from the date
        of the
        Agent's request for such Defaulting Financial Institution's Acquisition Amount
        pursuant to Section 13.1 until the date the requisite amount is paid to Conduit
        in full, at a rate per annum equal to the Federal Funds Effective Rate plus
        two
        percent (2%).

       

      Section
        13.6         Terminating Financial
        Institutions.

              (a)            Each
        Financial Institution hereby agrees to deliver written notice to the Agent
        not
        more than 30 Business Days and not less than 5 Business Days prior to the
        Liquidity Termination Date indicating whether such Financial Institution
        intends
        to renew its Commitment hereunder. If any Financial Institution fails to
        deliver
        such notice on or prior to the date that is 5 Business Days prior to the
        Liquidity Termination Date, such Financial Institution will be deemed to
        have
        declined to renew its Commitment (each Financial Institution which has declined
        or has been deemed to have declined to renew its Commitment hereunder, a
"Non-Renewing
        Financial
Institution').
The
        Agent shall promptly notify Conduit of each Non-Renewing Financial Institution
        and Conduit, in its sole discretion, may (A) to the extent of Commitment
        Availability, declare that such Non-Renewing Financial Institution's Commitment
        shall, to such extent, automatically terminate on a date specified by Conduit
        on
        or before the Liquidity Termination Date or (B) upon one (1) Business Days'
        notice to such Non-Renewing Financial Institution assign to such Non-Renewing
        Financial Institution on a date specified by Conduit its Pro Rata Share of
        the
        aggregate Purchaser Interests then held by Conduit, subject to, and in
        accordance with, Section 13.1. In addition, Conduit may, in its sole discretion,
        at any time (x) to the extent of Commitment Availability, declare that any
        Affected Financial Institution's Commitment shall automatically terminate
        on a
        date specified by Conduit or (y) assign to any Affected Financial Institution
        on
        a date specified by Conduit its Pro Rata Share of the aggregate Purchaser
        Interests


      
        
          
          

        

        
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      then
        held by Conduit, subject to, and in accordance with, Section
        13.1 (each Affected Financial Institution or each Non-Renewing Financial
        Institution is hereinafter referred to as a "Terminating
        Financial Institution
        "). The parties hereto expressly acknowledge that any declaration
        of the termination of any Commitment, any assignment pursuant to this Section
        13.6 and the order of priority of any such termination or assignment among
        Terminating Financial Institutions shall be made by Conduit in its sole and
        absolute discretion.

       

      (b)            Upon
        any assignment to a Terminating Financial Institution as provided in this
        Section 13.6, any remaining Commitment of such Terminating Financial Institution
        shall automatically terminate. Upon reduction to zero of the Capital of all
        of
        the Purchaser Interests of a Terminating Financial Institution (after
        application of Collections thereto pursuant to Sections 2.2 and 2.3) all
        rights
        and obligations of such Terminating Financial Institution hereunder shall
        be
        terminated and such Terminating Financial Institution shall no longer be
        a "Financial
        Institution"
hereunder; provided, however, that the provisions of Article
        X
        shall continue in effect for its benefit with respect to Purchaser Interests
        held by such Terminating Financial Institution prior to its termination as
        a
        Financial Institution.

       

      ARTICLE
        XIV.

       

      MISCELLANEOUS
        

          Section 14.1        Waivers
        and
        Amendments.

       (a)  No
        failure or delay on the part of the Agent or
        any Purchaser in exercising any power, right or remedy under this Agreement
        shall operate as a waiver thereof, nor shall any single or partial exercise
        of
        any such power, right or remedy preclude any other further exercise thereof
        or
        the exercise of any other power, right or remedy. The rights and remedies
        herein
        provided shall be cumulative and nonexclusive of any rights or remedies provided
        by law. Any waiver of this Agreement shall be effective only in the specific
        instance and for the specific purpose for which given.

       

      (b)  No provision of
        this Agreement may be amended, supplemented, modified or waived except in
        writing in accordance with the provisions of this Section 14.1(b). Conduit,
        Seller and the Agent, at the direction of the Required Financial Institutions,
        may enter into written modifications or waivers of any provisions of this
        Agreement, provided, however, that no such modification or waiver shall:

       

      (i)            without
        the consent of each affected Purchaser, (A) extend the Liquidity Termination
        Date or the date of any payment or deposit of Collections by Seller or the
        Servicer, (B) reduce the rate or extend the time of payment of Yield or any
        CP
        Costs (or any component of Yield or CP Costs), (C) reduce any fee payable
        to the
        Agent for the benefit of the Purchasers, (D) except pursuant to Article XII
        hereof, change the amount of the Capital of any Purchaser, any Financial
        Institution's Pro Rata Share (except pursuant to Sections 13.1 or 13.5) or
        any
        Financial Institution's Commitment, (E) amend, modify or waive any provision
        of
        the definition of Required Financial Institutions or this Section 14.1(b),
        (F)
        consent to or permit the assignment or transfer by Seller of any of
        its


      
        
          
          

        

        
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      rights
        and obligations under this Agreement, (G) change the
        definition of "Eligible
        Receivable," "Loss
        Reserve," or "Loss
        Percentage," or
        (H) amend or modify any defined term (or any defined term used directly or
        indirectly in such defined term) used in clauses (A) through (G) above in
        a
        manner that would circumvent the intention of the restrictions set forth
        in such
        clauses; or

       

      (ii)            without
        the written consent of the then Agent, amend, modify or waive any provision
        of
        this Agreement if the effect thereof is to affect in any material respect
        the
        rights or duties of such Agent.

       

      Notwithstanding
        the foregoing, (i) without the consent of the
        Financial Institutions, but with the consent of Seller, the Agent may amend
        this
        Agreement solely to add additional Persons as Financial Institutions hereunder
        and (ii) the Agent, the Required Financial Institutions and Conduit may enter
        into amendments to modify any of the terms or provisions of Article XI, Article
        XII, Article XIII, Section 14.13 or any other provision of this Agreement
        without the consent of Seller, provided that such amendment has no negative
        impact upon Seller. Any modification or waiver made in accordance with this
        Section 14.1 shall apply to each of the Purchasers equally and shall be binding
        upon Seller, the Purchasers and the Agent.

       

      Section
        14.2         Notices. Except
        as
        provided in this Section 14.2, all communications and notices provided for
        hereunder shall be in writing (including bank wire, telecopy or electronic
        facsimile transmission or similar writing) and shall be given to the other
        parties hereto at their respective addresses or telecopy numbers set forth
        on
        the signature pages hereof or at such other address or telecopy number as
        such
        Person may hereafter specify for the purpose of notice to each of the other
        parties hereto. Each such notice or other communication shall be effective
        (i)
        if given by telecopy, upon the receipt thereof, (ii) if given by mail, three
        (3)
        Business Days after the time such communication is deposited in the mail
        with
        first class postage prepaid or (iii) if given by any other means, when received
        at the address specified in this Section 14.2. Seller hereby authorizes the
        Agent to effect purchases and Tranche Period and Discount Rate selections
        based
        on telephonic notices made by any Person whom the Agent in good faith believes
        to be acting on behalf of Seller. Seller agrees to deliver promptly to the
        Agent
        a written confirmation of each telephonic notice signed by an authorized
        officer
        of Seller; provided, however, the absence of such confirmation shall not
        affect
        the validity of such notice. If the written confirmation differs from the
        action
        taken by the Agent prior to receipt by the Agent of such written confirmation,
        the records of the Agent shall govern absent manifest error.

       

      Section
        14.3         Ratable Payments. If
        any Purchaser, whether by setoff or otherwise, has payment made to it with
        respect to any portion of the Aggregate Unpaids owing to such Purchaser (other
        than payments received pursuant to Section 10.2 or 10.3) in a greater proportion
        than that received by any other Purchaser entitled to receive a ratable share
        of
        such Aggregate Unpaids, such Purchaser agrees, promptly upon demand, to purchase
        for cash without recourse or warranty a portion of such Aggregate Unpaids
        held
        by the other Purchasers so that after such purchase each Purchaser will hold
        its
        ratable proportion of such Aggregate Unpaids; provided that if all or any
        portion of such excess amount is thereafter recovered from such Purchaser,
        such
        purchase shall be rescinded and the purchase price restored to the extent
        of
        such recovery, but without interest.


      
        
          
          

        

        
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      Section
        14.4         Protection of
        Ownership
        Interests of the Purchasers.

       

      (a)  Seller agrees
        that from time to time, at its expense, it will promptly execute and deliver
        all
        instruments and documents, and take all actions, that may be necessary, or
        that
        the Agent may reasonably request, to perfect, protect or more fully evidence
        the
        Purchaser Interests, or to enable the Agent or the Purchasers to exercise
        and
        enforce their rights and remedies hereunder. At any time after a Servicer
        Termination Event and the transfer of servicing , the Agent may, or the Agent
        may direct Seller or the Servicer to, notify the Obligors of Receivables,
        at
        Seller's expense, of the ownership or security interests of the Purchasers
        under
        this Agreement and may also direct that payments of all amounts due or that
        become due under any or all Receivables be made directly to the Agent or
        its
        designee. Seller or the Servicer (as applicable) shall, at any Purchaser's
        request, withhold the identity of such Purchaser in any such notification.

       

      (b)  If any Seller
        Party fails to perform any of its obligations hereunder, the Agent or any
        Purchaser may (but shall not be required to) perform, or cause performance
        of,
        such obligations, and the Agent's or such Purchaser's costs and expenses
        incurred in connection therewith shall be payable by Seller as provided in
        Section 10.3. Each Seller Party irrevocably authorizes the Agent at any time
        and
        from time to time in the sole discretion of the Agent, and appoints the Agent
        as
        its attorney-in-fact, to act on behalf of such Seller Party (i) to execute
        on
        behalf of Seller as debtor and to file financing statements necessary or
        desirable in the Agent's sole discretion to perfect and to maintain the
        perfection and priority of the interest of the Purchasers in the Receivables
        and
        (ii) to file a carbon, photographic or other reproduction of this Agreement
        or
        any financing statement with respect to the Receivables as a financing statement
        in such offices as the Agent in its sole discretion deems necessary to perfect
        and to maintain the perfection and priority of the interests of the Purchasers
        in the Receivables. This appointment is coupled with an interest and is
        irrevocable.

       

      Section
        14.5         Confidentiality.

       

      (a)  Each Seller
        Party and each Purchaser shall maintain and shall cause each of its employees
        and officers to maintain the confidentiality of this Agreement and the other
        confidential or proprietary information with respect to the Agent and Conduit
        and their respective businesses obtained by it or them in connection with
        the
        structuring, negotiating and execution of the transactions contemplated herein,
        except that such Seller Party and such Purchaser and its officers and employees
        may disclose such information to such Seller Party's and such Purchaser's
        external accountants and attorneys and as required by any applicable law
        or
        order of any judicial or administrative proceeding.

       

      (b)  Anything herein
        to the contrary notwithstanding, each Seller Party hereby consents to the
        disclosure of any nonpublic information with respect to it (i) to the Agent,
        the
        Financial Institutions or Conduit by each other, (ii) by the Agent or the
        Purchasers to any prospective or actual assignee or participant of any of
        them,
provided such
        assignee or participant agrees to be bound by the confidentiality provisions
        contained herein and (iii) by the Agent to any rating agency, Commercial
        Paper
        dealer or provider of a surety, guaranty or credit or liquidity enhancement
        to
        Conduit or any entity organized for the purpose of purchasing, or making
        loans
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      and
        to any officers, directors, employees, outside accountants and
        attorneys of any of the foregoing, provided each such
        Person referred to in clause (iii) is informed of the confidential nature
        of
        such information. In addition, the Purchasers and the Agent may disclose
        any
        such nonpublic information pursuant to any law, rule, regulation, direction,
        request or order of any judicial, administrative or regulatory authority
        or
        proceedings (whether or not having the force or effect of law). The Agent
        and
        each Purchaser shall use its best efforts to notify the Seller Parties of
        any
        order or request for any nonpublic information.

       

      (c)            Notwithstanding
        any other express or implied agreement to the contrary, the parties hereto
        agree
        that each of them and each of their employees, representatives, and other
        agents
        may disclose to any and all Persons, without limitation of any kind, the
        tax
        treatment and tax structure of the transaction and all materials of any kind
        (including opinions or other tax analyses) that are provided to any of them
        relating to such tax treatment and tax structure, except where confidentiality
        is reasonably necessary to comply with U.S. federal or state securities laws.
        For purposes of this paragraph, the terms "tax treatment" and "tax structure"
        have the meanings specified in Treasury Regulation section 1.6011-4(c).

       

      Section
        14.6         Bankruptcy Petition.
        Each of Seller, the Servicer, the Agent and each Financial Institution hereby
        covenants and agrees that, prior to the date that is one year and one day
        after
        the payment in full of all outstanding senior indebtedness of Conduit, it
        will
        not institute against, or join any other Person in instituting against, Conduit
        or any such entity any bankruptcy, reorganization, arrangement, insolvency
        or
        liquidation proceedings or other similar proceeding under the laws of the
        United
        States or any state of the United States.

       

      Section
        14.7         Limitation of
        Liability. Except with respect to any claim arising out of the willful
        misconduct or gross negligence of Conduit, the Agent or any Financial
        Institution, no claim may be made by any Seller Party or any other Person
        against Conduit, the Agent or any Financial Institution or their respective
        Affiliates, directors, officers, employees, attorneys or agents for any special,
        indirect, consequential or punitive damages in respect of any claim for breach
        of contract or any other theory of liability arising out of or related to
        the
        transactions contemplated by this Agreement, or any act, omission or event
        occurring in connection therewith; and each Seller Party hereby waives,
        releases, and agrees not to sue upon any claim for any such damages, whether
        or
        not accrued and whether or not known or suspected to exist in its favor.

       

      Section
        14.8         CHOICE OF LAW. THIS
        AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
        LAWS
        (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

       

      Section
        14.9         CONSENT TO
        JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
        JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING
        IN
        CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
        TO THIS
        AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PARTY PURSUANT TO THIS AGREEMENT
        AND
        EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION
        OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY
        WAIVES ANY OBJECTION


      
        
          
          

        

        
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      IT
        MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION
        OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT
        FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY PURCHASER
        TO
        BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER
        JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT
        OR
        ANY PURCHASER OR ANY AFFILIATE OF THE AGENT OR ANY PURCHASER INVOLVING, DIRECTLY
        OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
        WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT
        TO
        THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS OR NEW
        YORK, NEW YORK.

       

      Section
        14.10         WAIVER OF JURY
        TRIAL.
        EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
        INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
        CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
        WITH
        THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS
        AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

       

      Section
        14.11         Integration; Binding
        Effect;
        Survival of Terms.

       

      (a)  This Agreement
        and each other Transaction Document contain the final and complete integration
        of all prior expressions by the parties hereto with respect to the subject
        matter hereof and shall constitute the entire agreement among the parties
        hereto
        with respect to the subject matter hereof superseding all prior oral or written
        understandings.

       

      (b)  This Agreement
        shall be binding upon and inure to the benefit of the parties hereto and
        their
        respective successors and permitted assigns (including any trustee in
        bankruptcy). This Agreement shall create and constitute the continuing
        obligations of the parties hereto in accordance with its terms and shall
        remain
        in full force and effect until terminated in accordance with its terms;
        provided, however, that the rights and remedies with respect to (i) any breach
        of any representation and warranty made by any Seller Party pursuant to Article
        V, (ii) the indemnification and payment provisions of Article X, and Sections
        14.5 and 14.6 shall be continuing and shall survive any termination of this
        Agreement.

       

      Section
        14.12         Counterparts;
        Severability;
        Section References. This Agreement may be executed in any number of
        counterparts and by different parties hereto in separate counterparts, each
        of
        which when so executed shall be deemed to be an original and all of which
        when
        taken together shall constitute one and the same Agreement. Any provisions
        of
        this Agreement which are prohibited or unenforceable in any jurisdiction
        shall,
        as to such jurisdiction, be ineffective to the extent of such prohibition
        or
        unenforceability without invalidating the remaining provisions hereof, and
        any
        such prohibition or unenforceability in any jurisdiction shall not invalidate
        or
        render unenforceable such provision in any other jurisdiction. Unless otherwise
        expressly indicated, all references herein to "Article,"
        "Section," "Schedule"
or "Exhibit"
shall
        mean
        articles and sections of, and schedules and exhibits to, this
        Agreement.


      
        
          
          

        

        
          E-97

          
            

          

        

        
          
          

        

      

       

      Section
        14.13         Bank One Roles. Each
        of the Financial Institutions acknowledges that Bank One acts, or may in
        the
        future act, (i) as administrative agent for Conduit or any Financial
        Institution, (ii) as issuing and paying agent for the Commercial Paper, (iii)
        to
        provide credit or liquidity enhancement for the timely payment for the
        Commercial Paper and (iv) to provide other services from time to time for
        Conduit or any Financial Institution (collectively, the "Bank
        One Roles").
Without limiting the generality of this Section 14.13, each
        Financial Institution hereby acknowledges and consents to any and all Bank
        One
        Roles and agrees that in connection with any Bank One Role, Bank One may
        take,
        or refrain from taking, any action that it, in its discretion, deems
        appropriate, including, without limitation, in its role as administrative
        agent
        for Conduit, and the giving of notice to the Agent of a mandatory purchase
        pursuant to Section 13.1.

       

      Section
        14.14         Characterization.

       

      (a)  It is the
        intention of the parties hereto that each purchase hereunder shall constitute
        and be treated as an absolute and irrevocable sale, which purchase shall
        provide
        the applicable Purchaser with the full benefits of ownership of the applicable
        Purchaser Interest. Except as specifically provided in this Agreement, each
        sale
        of a Purchaser Interest hereunder is made without recourse to Seller; provided,
        however, that (i) Seller shall be liable to each Purchaser and the Agent
        for all
        representations, warranties, covenants and indemnities made by Seller pursuant
        to the terms of this Agreement, and (ii) such sale does not constitute and
        is
        not intended to result in an assumption by any Purchaser or the Agent or
        any
        assignee thereof of any obligation of Seller or Transferor or any other person
        arising in connection with the Receivables, the Related Security, or the
        related
        Contracts, or any other obligations of Seller or Transferor.

       

      (b)  In addition to
        any ownership interest which the Agent may from time to time acquire pursuant
        hereto, Seller hereby grants to the Agent for the ratable benefit of the
        Purchasers a valid and perfected security interest in all of Seller's right,
        title and interest in, to and under all Receivables now existing or hereafter
        arising, the Collections, each Lock-Box, each Lock-Box Account, each Blocked
        Account, all Related Security, all other rights and payments relating to
        such
        Receivables, and all proceeds of any thereof prior to all other liens on
        and
        security interests therein to secure the prompt and complete payment of the
        Aggregate Unpaids. The Agent and the Purchasers shall have, in addition to
        the
        rights and remedies that they may have under this Agreement, all other rights
        and remedies provided to a secured creditor under the UCC and other applicable
        law, which rights and remedies shall be cumulative.

       

      [SIGNATURE
        PAGES
        FOLLOW]


      
        
          
          

        

        
          E-98

          
            

          

        

        
          
          

        

      

       

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to
        be executed and delivered by their duly authorized officers as of the date
        hereof

       

      TRUCK
        RETAIL ACCOUNTS CORPORATION

       

      
        
          
            
              By:   
 
/s/ 
Andrew
                J.
                Cederoth

              Name:   
  
Andrew
                J. Cederoth

              Title:       
 Vice
                President
                and Treasurer

               

            

          

        

      

      Address:         
         2850 W. Golf Road

      Rolling
        Meadows, Illinois 60008 

      Attention:
        President and Treasurer 

      Fax:
        (847) 734-4090

       

       

      NAVISTAR
        FINANCIAL CORPORATION

       

      
        By:   
 
/s/ 
Andrew
          J.
          Cederoth

        Name:   
  
Andrew
          J. Cederoth

        Title:       
 Vice
          President
          and Treasurer

      

       

      Address:           2850
        W. Golf Road

      Rolling
        Meadows, Illinois 60008 

      Attention:
        Vice President and Treasurer 

      Fax:
        (847) 734-4090

       

      [Signature
        Page to the Receivables Purchase Agreement]

       

      
        
           

          
            E-99

            
              

            

          

           

        

      

      


       

      JUPITER
        SECURITIZATION CORPORATION

       

      By:        
        /s/  RONALD J.
        ATKINS

                         
        Ronald
        J.
        Atkins

                          Authorized
        Signatory

      
         

        Address:         c/o
          Bank One, NA (Main Office Chicago), as Agent 

                                  
           Asset Backed Finance

                             
          Suite IL1-0079, 1-19 

                             
          1 Bank One Plaza

                              Chicago,
          Illinois 60670-0079

                             
          Fax: (312) 732-1844

      

      


       

      


       

      BANK
        ONE, NA (MAIN OFFICE CHICAGO), as a Financial Institution and
        as Agent

       

        By:        
          /s/    RONALD
          J.
          ATKINS

        Name:          
           Ronald J. Atkins

        Title:            
            Director, Capital Markets

         

      

       Address:        Bank One, NA (Main
        Office Chicago) Asset Backed Finance

                           
        Suite IL1-0596, 1-21

                           
        1 Bank One Plaza

                           
        Chicago, Illinois 60670-0596

                           
        Fax: (312) 732-4487

       

      [Signature
        Page to the Receivables Purchase Agreement]


      
        
          
          

        

        
          E-100

          
            

          

        

        
          
          

        

      


      EXHIBIT
        I

      DEFINITIONS

       

      As
        used in this Agreement, the following terms shall have the
        following meanings (such meanings to be equally applicable to both the singular
        and plural forms of the terms defined):

       

      "A
        Receivable"means a
        Receivable owing from an Obligor that is a non-direct customer of the Originator
        evidenced by a Contract with payment terms based on the date of delivery
        of the
        subject matter of such Contract.

       

      "Accrual
        Period"means
        each calendar month, provided that the initial Accrual Period hereunder means
        the period from (and including) the date of the initial purchase hereunder
        to
        (and including) the last day of the calendar month thereafter.

       

      "Acquisition
        Amount"means, on the date of any purchase from Conduit of one or
        more Purchaser Interests pursuant to Section 13.1, (a) with respect to each
        Financial Institution, the lesser of (i) such Financial Institution's Pro
        Rata
        Share of the sum of (A) the lesser of (1) the Adjusted Liquidity Price of
        each
        such Purchaser Interest and (2) the Capital of each such Purchaser Interest
        and
        (B) all accrued and unpaid CP Costs for each such Purchaser Interest and
        (ii)
        such Financial Institution's unused Commitment.

       

      "Adjusted
        Funded Amount"
means, in determining the Conduit Transfer Price for any Purchaser
        Interest, an amount equal to the sum of the Adjusted Liquidity Price of each
        such Purchaser Interest.

                                                         

                                                                                                                          
               
       
NDR        
                                     

              "Adjusted
        Liquidity Price" means an amount equal to:  RI [(i) DC
        + (ii) [1+ (.50 x LPF)]]

       

                where:

       

      RI    =
        the undivided percentage interest
        evidenced by such Purchaser Interest. 

       

      DC 
=
        the Deemed Colledtions.  

       

      LPF
        = Loss Percentage Floor

       

      NDR
        = the Outstanding Balance of all Receivables as to which any
        payment, or part thereof, has not remained unpaid for 91 days or more from
        the
        original due date for such payment.

       


      
        
          
          

        

        
          E-101

          
            

          

        

        
          
          

        

      

       

      Each
        of the foregoing shall be determined from the most recent
        Monthly Report received from the Servicer.

       

      "Adverse
        Claim"means a
        lien, security interest, charge or encumbrance, or other right or claim in,
        of
        or on any Person's assets or properties in favor of any other Person.

       

      "Affected
        Financial Institution"
has the meaning specified in Section 12.1(c).

       

      "Affiliate"means,
        with
        respect to any Person, any other Person directly or indirectly controlling,
        controlled by, or under direct or indirect common control with, such Person
        or
        any Subsidiary of such Person. A Person shall be deemed to control another
        Person if the controlling Person possesses, directly or indirectly, the power
        to
        direct or cause the direction of the management or policies of the controlled
        Person, whether through ownership of stock, by contract or otherwise.

       

      "Agent"has
        the meaning
        set forth in the preamble to this Agreement.

       

      "Aggregate
        Capital"means, on any date of determination, the aggregate amount
        of Capital of all Purchaser Interests outstanding on such date.

       

                "Aggregate
        Reduction" has the meaning specified in Section 1.3.

       

      "Aggregate
        Reserves"means, on any date of determination, (a) the sum of the
        Loss Reserve, the Yield Reserve, the Dilution Reserve and the Servicer Reserve
        and (b) at any time after a Credit Enhancement Trigger, the greater of (A)
        35%
        and (B) the amount determined in clause (a) of this definition.

       

      "Aggregate
        Unpaids"means, at any time, an amount equal to the sum of all
        accrued and unpaid fees under the Fee Letter, CP Costs, Yield, Aggregate
        Capital
        and all other unpaid Obligations (whether due or accrued) at such time.

       

      "Agreement"
means
        this
        Receivables Purchase Agreement, as it may be amended or modified and in effect
        from time to time.

       

      "Amortization
        Date"
means the earliest to occur of (i) the day on which any of
        the
        conditions precedent set forth in Section 6.2 are not satisfied, (ii) the
        Business Day immediately prior to the occurrence of an Amortization Event
        set
        forth in Section 9.1(d)(ii), (iii) the Business Day specified in a written
        notice from the Agent following the occurrence of any other Amortization
        Event,
        and (iv) the date which is 15 Business Days after the Agent's receipt of
        written
        notice from Seller that it wishes to terminate the facility evidenced by
        this
        Agreement.

       

      "Amortization
        Event"
has the meaning specified in Article IX. 

       

      "Assignment
        Agreement"
has the meaning set forth in Section 12.1(b).

       

      "Authorized
        Officer"means, with respect to any Person, its chief executive
        officer, president, corporate controller, treasurer, chief financial officer,
        controller, cash manager, financing manager or treasury reporting
        manager.


      
        
          
          

        

        
          E-102

          
            

          

        

        
          
          

        

      

       

      "BReceivable"
means
        a
        Receivable owing from an Obligor that is a direct customer of the Originator
        evidenced by a Contract with payment terms based on the date of delivery
        of the
        subject matter of such Contract.

       

      "Bank
        One" means Bank
        One, NA (Main Office Chicago) in its individual capacity and its
        successors.

       

      "Blocked
        Account"
means each depositary account or similar account in which any
        proceeds of the Specified NFC Proceeds Account relating to the Receivables
        or,
        after the delivery of the Collection Notice or segregation notice pursuant
        to
        Section 8.3, any Lock-Box Account are deposited and which is listed on Exhibit
        W.

       

      "Blocked
        Account Agreement"
means an agreement in form and substance satisfactory to Agent,
        by
        and among Transferor, Seller, the Agent and a Blocked Account Bank.

       

      "Blocked
        Account Bank"
means, at any time, any of the banks holding one or more Blocked
        Accounts.

       

      "Broken
        Funding Costs"
means
        for any
        Purchaser Interest which: (i) has its Capital reduced without compliance
        by
        Seller with the notice requirements hereunder or (ii) does not become subject
        to
        an Aggregate Reduction following the delivery of any Reduction Notice or
        (iii)
        is assigned under Article XIII or terminated prior to the date on which it
        was
        originally scheduled to end; an amount equal to the excess, if any, of (A)
        the
        CP Costs or Yield (as applicable) that would have accrued during the remainder
        of the Tranche Periods or the tanche periods for Commercial Paper determined
        by
        the Agent to relate to such Purchaser Interest (as applicable) subsequent
        to the
        date of such reduction, assignment or termination (or in respect of clause
        (ii)
        above, the date such Aggregate Reduction was designated to occur pursuant
        to the
        Reduction Notice) of the Capital of such Purchaser Interest if such reduction,
        assignment or termination had not occurred or such Reduction Notice had not
        been
        delivered, over (B) the sum of (x) to the extent all or a portion of such
        Capital is allocated to another Purchaser Interest, the amount of CP Costs
        or
        Yield actually accrued during the remainder of such period on such Capital
        for
        the new Purchaser Interest, and (y) to the extent such Capital is not allocated
        to another Purchaser Interest, the income, if any, actually received during
        the
        remainder of such period by the holder of such Purchaser Interest from investing
        the portion of such Capital not so allocated. In the event that the amount
        referred to in clause (B) exceeds the amount referred to in clause (A), the
        relevant Purchaser or Purchasers agree to pay to Seller the amount of such
        excess. All Broken Funding Costs shall be due and payable hereunder upon
        demand.

       

      "Business
        Day" means
        any day on which banks are not authorized or required to close in New York,
        New
        York or Chicago, Illinois and The Depository Trust Company of New York is
        open
        for business, and, if the applicable Business Day relates to any computation
        or
        payment to be made with respect to the LIBO Rate, any day on which dealings
        in
        dollar deposits are carried on in the London interbank market.

       

      "CReceivable"
means
        a
        Receivable owing from an Obligor that is a direct customer of the Originator
        evidenced by a Contract with payment terms based on the factory invoice date
        with respect to the subject matter of such Contract.


      
        
          
          

        

        
          E-103

          
            

          

        

        
          
          

        

      

          


                  "Capital"of
        any
        Purchaser Interest means, at any time, (A) the Purchase Price of such Purchaser
        Interest, minus (B) the sum of the aggregate amount of Collections and other
        payments received by the Agent which in each case are applied to reduce such
        Capital in accordance with the terms and conditions of this Agreement; provided
        that such Capital shall be restored (in accordance with Section 2.5) in the
        amount of any Collections or other payments so received and applied if at
        any
        time the distribution of such Collections or payments are rescinded, returned
        or
        refunded for any reason.

       

      "Change
        of Control"
means the occurrence of one or more of the following events:
        (i)
        any person or group (within the meaning of the Securities Exchange Act of
        1934
        (the "Exchange
        Act") and the rules of the Securities and Exchange Commission thereunder
        as in effect on the date hereof), other than employee or retiree benefit
        plans
        or trusts sponsored or established by Transferor or Originator, is or becomes
        the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
        directly or indirectly, of (A) securities of the Parent representing 35%
        or more
        of the combined voting power of the Parent's then outstanding voting stock,
        or
        (B) securities of the Transferor representing 50% or more of the combined
        voting
        power of Transferor's then outstanding voting stock; (ii) the following
        individuals cease for any reason to constitute more than three-fourths of
        the
        number of directors then serving on the Board of Directors of the Parent;
        individuals who, on the date hereof, constitute the Board of Directors

       

      and
        any new director (other than a director whose initial assumption
        of the office is in connection with an actual or threatened election by the
        Parent's stockholders was approved by the vote of a majority of the directors
        then still in office or whose appointment, election or nomination was previously
        so approved or recommended; (iii) the stockholders of the Parent shall approve
        any Plan of Liquidation; (iv) Transferor consolidates with or merges with
        or
        into another Person, or Transferor or any Subsidiary of Transferor, directly
        or
        indirectly, sells, assigns, conveys, transfers, leases or otherwise disposes
        of,
        in one transaction or series of related transactions, all or substantially
        all
        of the property or assets of the Transferor and the Subsidiaries of Transferor
        (determined on a consolidated basis) to any Person, or Person consolidates
        with,
        or merges with or into, Transferor, in any such event pursuant to a transaction
        in which the outstanding voting stock of Transferor is converted into or
        exchanges for cash, securities or other property, and, as a result of which,
        neither the Parent nor Originator has "beneficial ownership" (as set forth
        above), directly or indirectly, of at least 50% of the combined voting power
        of
        the then outstanding voting stock of the surviving or transferee corporation;
        (v) so long as any Indebtedness under the Senior Subordinated Note Indenture
        (as
        defined in the Transferor Credit Agreement) is outstanding, a "Change of
        Control" as defined in the Senior Subordinated Note Indenture shall occur;
        or
        (vi) the Transfer shall cease to own directly or indirectly 100% of the
        outstanding voting stock of the Seller.

       

      "Charged-Off
        Receivable"
means a Receivable: (i) as to which the Obligor thereof has
        taken
        any action, or suffered any event to occur, of the type described in Section
        9.1(d) (as if references to Seller Party therein refer to such Obligor);
        (ii) as
        to which the Obligor thereof, if a natural person, is deceased, (iii) which,
        consistent with the Credit and Collection Policy, would be written off Seller's
        books as uncollectible, or (iv) which has been identified by Seller as
        uncollectible.

       

      "Collection
        Notice"
means a notice, in substantially the form of Annex A to Exhibit
        VI, from the Agent to a Lock-Box Bank.


      
        
          
          

        

        
          E-104

          
            

          

        

        
          
          

        

      

       

      "Collections"
means,
        with respect to any Receivable, all cash collections and other cash proceeds
        in
        respect of such Receivable, including, without limitation, all yield, Finance
        Charges or other related amounts accruing in respect thereof and all cash
        proceeds of Related Security with respect to such Receivable.

       

      "Commercial
        Paper"
means promissory notes of Conduit issued by Conduit in the
        commercial paper market.

       

      "Commitment"
means,
        for each Financial Institution, the commitment of such Financial Institution
        to
        purchase Purchaser Interests from (i) Seller and (ii) Conduit, in an amount
        not
        to exceed (i) in the aggregate, the amount set forth opposite such Financial
        Institution's name on Schedule A to this Agreement, as such amount may be
        modified in accordance with the terms hereof (including, without limitation,
        any
        termination of Commitments pursuant to Section 13.6 hereof) and (ii) with
        respect to any individual purchase hereunder, its Pro Rata Share of the Purchase
        Price therefor.

       

      "Commitment
        Availability"
means at any time the positive difference (if any) between
        (a) an
        amount equal to the aggregate amount of the Commitments at such time minus
        (b)
        the Aggregate Capital at such time.

       

      "Concentration
        Limit"
means, at any time, for any Obligor, 33.33% of the Loss Reserve,
        or such other amount (a
"Special
        Concentration Limit")
for such Obligor designated by the Agent; provided, that in
        the
        case of an Obligor and any Affiliate of such Obligor, the Concentration Limit
        shall be calculated as if such Obligor and such Affiliate are one Obligor;
        and
        provided, further, that Conduit or the Required Financial Institutions may,
        upon
        notice to Seller, cancel any Special Concentration Limit; provided,
        however,
that such Special Concentration Limit shall remain in place
        until
        the first Weekly Settlement Date following the fifteenth (15th) Business Day
        following
        the delivery of such notice. As of the date hereto, until notice from the
        Agent
        to the contrary in accordance with the proceeding sentence, the following
        Special Concentration Limits, as amended with the Agent's consent in the
        Weekly
        Report, shall be in effect: (i) Walmart Leasing, and Affiliates 90.0%; (ii)
        Anheuser Bush, Inc., and Affiliates 90.0%; (iii) Safeway Stores, 50.0%; (iv)
        Sara Lee, and Affiliates 50.0%; (v) PHH/Ameri Gas and Affiliates (Supported
        by
        Cendant), 50.0%; (vi) Budget Truck and Affiliates, 50.0%, (vii) Ryder Truck
        Rental and Affiliates, 50.0%, and (viii) ) Laidlaw, Inc. and Affiliates,
        25.0%;
provided,
        however, at
        no time shall the aggregate Outstanding Balance of Eligible Receivables owing
        from the Obligors listed in clause (v) and (vi) above exceed 90% of the Loss
        Reserve.

       

      "Conduit"
has
        the
        meaning set forth in the preamble to this Agreement. "Conduit
        Residual"
means the sum of the Conduit Transfer Price Reductions.

       

      "Conduit
        Transfer Price"
means, with respect to the assignment by Conduit of one or
        more
        Purchaser Interests to the Agent for the benefit of one or more of the Financial
        Institutions pursuant to Section 13.1, the sum of (i) the lesser of (a) the
        Capital of each such Purchaser Interest and (b) the Adjusted Funded Amount
        of
        each such Purchaser Interest and (ii) all accrued and unpaid CP Costs for
        each
        such Purchaser Interest.

       

      
        "Conduit
          Transfer Price Deficit"
has the meaning set forth in Section 13.5. 50

      

       

      
        
          
          

        

        
          E-105

          
            

          

        

        
          
          

        

      

       

      "Conduit
        Transfer Price Reduction"
means in connection with the assignment of a Purchaser Interest
        by
        Conduit to the Agent for the benefit of the Financial Institutions, the positive
        difference (if any) between (i) the Capital of such Purchaser Interest and
        (ii)
        the Adjusted Funded Amount for such Purchaser Interest.

       

      "Contingent
        Obligation"
of a Person means any agreement, undertaking or arrangement
        by
        which such Person assumes, guarantees, endorses, contingently agrees to purchase
        or provide funds for the payment of, or otherwise becomes or is contingently
        liable upon, the obligation or liability of any other Person, or agrees to
        maintain the net worth or working capital or other financial condition of
        any
        other Person, or otherwise assures any creditor of such other Person against
        loss, including, without limitation, any comfort letter, operating agreement,
        take-or-pay contract or application for a letter of credit.

       

      "Contract"
means,
        with
        respect to any Receivable, any and all instruments, agreements, invoices
        or
        other writings pursuant to which such Receivable arises or which evidences
        such
        Receivable in each case, only to the extent such writing relates to such
        Receivable (it being understood that any portion of such writing not relating
        to
        a Receivable or relating to a receivable that has not been transferred pursuant
        to the terms of this Agreement shall not be included in the term Contract,
        and
        if any writing shall have portions that are both included in and excluded
        from
        the term Contract, both parties having rights in such writing shall be granted
        reasonable access to such writing as shall be necessary or reasonably desirable
        to enforce its rights with respect thereto).

       

      "CP
        Costs"means, for
        each day, the sum of (i) discount or yield accrued on Pooled Commercial Paper
        on
        such day, plus (ii) any and all accrued commissions in respect of placement
        agents and Commercial Paper dealers, and issuing and paying agent fees incurred,
        in respect of such Pooled Commercial Paper for such day, plus (iii) other
        costs
        associated with funding small or odd-lot amounts with respect to all receivable
        purchase facilities which are funded by Pooled Commercial Paper for such
        day,
        minus (iv) any accrual of income net of expenses received on such day from
        investment of collections received under all receivable purchase facilities
        funded substantially with Pooled Commercial Paper, minus (v) any payment
        received on such day net of expenses in respect of Broken Funding Costs related
        to the prepayment of any purchaser interest of Conduit pursuant to the terms
        of
        any receivable purchase facilities funded substantially with Pooled Commercial
        Paper. In addition to the foregoing costs, if Seller shall request any
        Incremental Purchase during any period of time determined by the Agent in
        its
        sole discretion to result in incrementally higher CP Costs applicable to
        such
        Incremental Purchase, the Capital associated with any such Incremental Purchase
        shall, during such period, be deemed to be funded by Conduit in a special
        pool
        (which may include capital associated with other receivable purchase facilities)
        for purposes of determining such additional CP Costs applicable only to such
        special pool and charged each day during such period against such Capital.

       

      "Credit
        and Collection
Policy"means
        Seller's
        credit and collection policies and practices relating to Contracts and
        Receivables existing on the date hereof and attached as Exhibit VIII hereto,
        as
        modified from time to time in accordance with this Agreement.

       

      
        
          
          

        

        
          E-106

          
            

          

        

        
          
          

        

      

       

      "Credit
        Enhancement Trigger"
means a downgrade of the Parent below (i) Ba3 by Moody's Investors
        Service, Inc. ("Moody's) and BB- by Standard & Poor's Ratings Service
        ("Standard & Poor's") or (ii) B1 by Moody's or (iii) B+ by Standard &
Poor's .

       

      "DeemedCollections"
means
        the
        aggregate of all amounts Seller shall have been deemed to have received as
        a
        Collection of a Receivable. Seller shall be deemed to have received a Collection
        of a Receivable to the extent of such reduction or cancellation if at any
        time
        (i) the Outstanding Balance of any such Receivable is either (x) reduced
        as a
        result of any defective or rejected goods or services, any discount or any
        adjustment or otherwise by Seller (other than cash Collections on account
        of the
        Receivables) or (y) reduced or canceled as a result of a setoff in respect
        of
        any claim by any Person (whether such claim arises out of the same or a related
        transaction or an unrelated transaction) or (ii) any of the representations
        or
        warranties in Article V are no longer true with respect to any Receivable.

       

      "Default
        Fee"means with
        respect to any amount due and payable by Seller in respect of any Aggregate
        Unpaids, an amount equal to the interest on any such unpaid Aggregate Unpaids
        at
        a rate per annum equal to 2% above the Prime Rate.

       

      "Default
        Ratio"means,
        for any calendar month, an amount (expressed as a percentage) equal to (i)
        the
        sum of (A) the aggregate Outstanding Balance of all Receivables that were
        unpaid
        for more than 90 days after the due date of such invoice, but less than 121
        days
        after the due date of such invoice as of the last day of such calendar month
        and
        (B) the aggregate Outstanding Balance of all Receivables that became Charged-Off
        Receivables prior to becoming 91 days past due during such calendar month
        divided by (ii) the aggregate gross sales with respect to the Receivables
        of the
        Originator during the calendar month four calendar months prior to such calendar
        month.

       

      "Default
        Trigger Ratio"
means, for any calendar month, an amount (expressed as a
        percentage) equal to (i) the sum of (A) the aggregate Outstanding Balance
        of all
        Receivables that were unpaid for more than 90 days after the due date of
        such
        invoice, but less than 121 days after the due date of such invoice as of
        the
        last day of such calendar month and (B) the aggregate Outstanding Balance
        of all
        Receivables that became Charged-Off Receivables prior to becoming 61 days
        past
        due during such calendar month divided by (ii) the Outstanding Balance of
        all
        Receivables as of the end of such calendar month, in the case of clause (i)(A),
        as reflected on the DFO Master Aging Report at such time.

       

      "Defaulting
        Financial Institution"
has the meaning set forth in Section 13.5.

       

      "Delinquency
        Ratio"
means, at any time, a percentage equal to (i) the aggregate
        Outstanding Balance of all Receivables that were more than 60 days but less
        than
        91 days past due, as reflected on the DFO Master Aging Report at such time
        divided by (ii) the aggregate Outstanding Balance of all Receivables as
        reflected on the DFO Master Aging Report at such time.

       

      "Delinquent
        Receivable"
means a Receivable as to which any payment, or part thereof,
        remains unpaid for (i) with respect to A Receivables and B Receivables, 61
        days
        or more


      
        
          
          

        

        
          E-107

          
            

          

        

        
          
          

        

      

       

      from
        the original due date for such payment and (ii) respect to C
        Receivables, 91 days or more from the original factory invoice date for such
        payment.

       

      "Designated
        Obligor"
means an Obligor indicated by the Agent, using its reasonable
        credit judgment to Seller in writing; provided,
        however,
such designations shall not be effective until the first Weekly
        Settlement Date occurring the fifteenth (15t) Business Day
        following
        the delivery of such notice.

       

      "Dilution
        Horizon Ratio"
means, as of the last day of any calendar month, a percentage
        equal to (i) the aggregate gross sales of the Originator with respect to
        the
        Receivables for such calendar month divided by (ii) Outstanding Balance of
        all
        Eligible Receivables as of the last day of such calendar month.

       

      "Dilution
        Ratio"
means, a percentage equal to (i) the aggregate amount of Dilutions
        which occurred during the calendar month then most recently ended, divided
        by
        (ii) the aggregate gross sales of the Originator with respect to the Receivables
        during the calendar month one calendar month prior to such calendar month,
        calculated on a monthly basis.

       

      "Dilution
        Reserve"
means, on any date, an amount equal to (i) the greater of (a)
        the
        Dilution Reserve Percentage or (b) 5%, multiplied by (ii) the Outstanding
        Balance of all Net Receivables Balance as of the close of business of the
        Servicer on such date.

       

      "Dilution
        Reserve
        Percentage"

      
         

                (ii)     [[2.0
          x ED] + [(DS - ED) x DS ] x
          DHR 

                                                                   
          ED

      

       where:

       

              ED   
         =    the Expected Dilution Ratio at such time

       

          
           DS     =    the
        Dilution Spike Ratio at such time

       

              DHR  =   the
        Dilution Horizon Ratio at such time

       

      "Dilution
        Spike Ratio"
means, as of the last day of any calendar month, the highest
        3-month rolling average Dilution Ratio, calculated as of the last day of
        each of
        the twelve calendar months then most recently ended.

       

      "Dilutions"
means,
        at
        any time, the aggregate amount of reductions or cancellations described in
        clause (i) of the definition of "Deemed Collections".

       

      "Discount
        Rate" means,
        the LIBO Rate or the Prime Rate, as applicable, with respect to each Purchaser
        Interest of the Financial Institutions.

       

      
        
          
          

        

        
          E-108

          
            

          

        

        
          
          

        

      

       

      "Eligible
Receivable"
means,
        at
        any time, a Receivable:

       

      (i)  the Obligor of
        which (a) if a natural person, is a resident of the United States or, if
        a
        corporation or other business organization, is organized under the laws of
        the
        United States or any political subdivision thereof and has its chief executive
        office in the United States; (b) is not an Affiliate of any of the parties
        hereto; and (c) is not a Designated Obligor;

       

      (ii)  the Obligor of
        which (A) is not the Obligor of any Charged-Off Receivable or (B) not an
        Obligor
        of Receivables of which more than 30% of the aggregate unpaid balance of
        all
        Receivables owing from such Obligor are Delinquent Receivables;

       

      (iii)  which is not
        a Charged-Off Receivable or a Delinquent Receivable;

       

      (iv)  which by its
        terms is due and payable within 90 days of the original billing date therefor
        and has not had its payment terms extended;

       

      (v)  which is an
        "account" or "chattel paper" or "payment intangible" within the meaning of
        Article 9 of the UCC of all applicable jurisdictions;

       

      (vi)  which is
        denominated and payable only in United States dollars in the United
        States;

       

      (vii)  which arises
        under a Contract in substantially the form of one of the form contracts set
        forth on Exhibit IX hereto or otherwise approved by the Agent in writing,
        which,
        together with such Receivable, is in full force and effect and constitutes
        the
        legal, valid and binding obligation of the related Obligor enforceable against
        such Obligor in accordance with its terms subject to no offset, counterclaim
        or
        other defense;

       

      (viii)  which arises
        under a Contract which does not contain a confidentiality provision that
        purports to restrict the ability of any Purchaser to exercise its rights
        under
        this Agreement, including, without limitation, its right to review the
        Contract;

       

      (ix)  which arises
        under a Contract that contains an obligation to pay a specified sum of money,
        contingent only upon the sale of goods or the provision of services by
        Parent;

       

      (x)  which, together
        with the Contract related thereto, does not contravene any law, rule or
        regulation applicable thereto (including, without limitation, any law, rule
        and
        regulation relating to truth in lending, fair credit billing, fair credit
        reporting, equal credit opportunity, fair debt collection practices and privacy)
        and with respect to which no part of the Contract related thereto is in
        violation of any such law, rule or regulation;

       

                      (xi)  which
        satisfies all applicable requirements of the Credit and Collection
        Policy;                

              

                      (xii)
        which was generated in the ordinary course of Parent's business;


      
        
          
          

        

        
          E-109

          
            

          

        

        
          
          

        

      

       

      (xiii)  which arises
        solely from the sale of goods or the provision of services to the related
        Obligor by Parent, and not by any other Person (in whole or in part);

       

      (xiv)  as to which
        the Agent has not notified Seller that the Agent has determined that the
        class
of Receivables for
        which such Receivable is a part is not acceptable as an Eligible Receivable;
        provided,
        however,
that such Receivable shall not be deemed ineligible due to
        this
        clause (xiv) until the first Weekly Settlement Date following the fifteenth
        (15th) Business Day
        following the delivery of
such notice;

       

      (xv)  which is not
        subject to any right of
rescission, set-off,
        counterclaim, any other defense (including defenses
        arising out of
violations of
        usury laws) (any such right referred to herein as a "Setoff
        Right")of the
        applicable Obligor against Parent or any other Adverse Claim, and the Obligor
        thereon holds no right as against Parent to cause Parent to repurchase the
        goods
        or merchandise the sale of which shall have given rise to such Receivable
        (except with respect to sale discounts effected pursuant to the Contract,
        or
        defective goods returned in accordance with the terms of the Contract); provided,
        however, any
        Receivable subject to a Setoff Right will be included as an Eligible Receivable
        provided,
that
        the
        aggregate of the Net Obligor Setoff Amounts for all Obligors does not exceed
        $500,000, and if the aggregate of the Net Obligor Setoff Amounts exceeds
        $500,000, the Receivables of each Obligor that are subject to a Setoff Right
        shall be included as Eligible Receivables but the aggregate amount of such
        Receivables shall be reduced by the Net Obligor Setoff Amount for such
        Obligor;

       

      (xvi)  as to which
        Originator has satisfied and fully performed all obligations on its part
        with
        respect to such Receivable required to be fulfilled by it, and no further
        action
        is required to be performed by any Person with respect thereto other than
        payment thereon by the applicable Obligor;

       

      (xvii)  all right,
        title and interest to and in which has been validly transferred by Parent
        directly to Seller under and in accordance with the Receivables Sale Agreement,
        and Seller has good and marketable title thereto free and clear of any Adverse
        Claim;

       

      (xviii)  which is a
        Government Receivable to the extent the total amount of all Government
        Receivables for which the U.S. federal government is the Obligor included
        in the
        calculation of Net Receivables Balance, at any time, is no greater than 5%
        of
        all Receivables;

       

      (xix)  with respect
        to any A Receivable, delivery has been made to the applicable Obligor and
        payment, or part thereof, remains unpaid for not more than 60 days after
        the
        original due date for such payment;

       

      (xx)  with respect
        to any B Receivable, whether or not delivery has been made to the applicable
        Obligor, payment, or part thereof, remains unpaid for not more than 60 days
        after the original due date for such payment; provided,
        however, (A)
        if delivery has been made to the applicable Obligor, no more than 90% of
        the
        aggregate Outstanding Balance of such Receivables shall be included as Eligible
        Receivables and (B) if delivery has not been made to


      
        
          
          

        

        
          E-110

          
            

          

        

        
          
          

        

      

      


      the
        applicable Obligor, no more than 65% of the Outstanding
        Balance of such Receivables shall be included as Eligible Receivables; and

       

      (xxi)
        with respect to any C Receivable, whether or not delivery has
        been made to the applicable Obligor, payment, or part thereof, remains unpaid
        for not more than 90 days after the original factory invoice date for such
        payment; provided,
        however,
with respect to such Receivables to the extent payment, or
        part
        thereof, remains unpaid for no more than 30 days after the original factory
        invoice date, no more than 75% of the aggregate Outstanding Balance of such
        Receivables shall be included as Eligible Receivables.

       

      "ERISA"means
        the
        Employee Retirement Income Security Act of 1974, as amended from time to
        time.

       

      "Expected
        Dilution Ratio"
means, as of the last day of any calendar month, the average
        Dilution Ratio in respect of the twelve calendar months then most recently
        ended.

       

      "Facility
        Account"means
        Account No. 323-2-37053 at JPMorgan Chase Bank.

       

      "Facility
        Termination Date"
means the earliest of (i) April 7, 2005, or such later date
        as
        mutually agreed to by the parties hereto, (ii) the Liquidity Termination
        Date
        and (iii) the Amortization Date.

       

      "Federal
        Bankruptcy Code"
means Title 11 of the United States Code entitled "Bankruptcy,"
        as
        amended and any successor statute thereto.

       

      "Federal
        Funds Effective Rate"
means, for any period, a fluctuating interest rate per annum
        for
        each day during such period equal to (a) the weighted average of the rates
        on
        overnight federal funds transactions with members of the Federal Reserve
        System
        arranged by federal funds brokers, as published for such day (or, if such
        day is
        not a Business Day, for the preceding Business Day) by the Federal Reserve
        Bank
        of New York in the Composite Closing Quotations for U.S. Government Securities;
        or (b) if such rate is not so published for any day which is a Business Day,
        the
        average of the quotations at approximately 10:30 a.m. (Chicago time) for
        such
        day on such transactions received by the Agent from three federal funds brokers
        of recognized standing selected by it.

       

      "Fee
        Letter"means that
        certain letter agreement dated as of the date hereof among Seller, Transferor
        and the Agent, as it may be amended or modified and in effect from time to
        time.

       

      "Finance
        Charges"means,
        with respect to a Contract, any finance, interest, late payment charges or
        similar charges owing by an Obligor pursuant to such Contract.

       

      "Financial
        Institutions"
has the meaning set forth in the preamble in this Agreement.

       

      "Funding
        Agreement"
means this Agreement and any agreement or instrument executed
        by
        any Funding Source with or for the benefit of Conduit.

       

      
        
          
            
            

          

          
            E-111

            
              

            

          

          
            
            

          

        

      

       

      "Funding
        Source" means
        (i) any Financial Institution or (ii) any insurance company, bank or other
        funding entity providing liquidity, credit enhancement or back-up purchase
        support or facilities to Conduit.

       

      "GAAP"means
        generally
        accepted accounting principles in effect in the United States of America
        as of
        the date of this Agreement.

       

      "Government
        Receivables"
means any Receivable as to which the Obligor is a government
        or a
        governmental subdivision or agency.

       

      "Governmental
        Authority"
means the government of the United States of America, any other
        nation or any political subdivision thereof, whether state or local, and
        any
        agency, authority, instrumentality, regulatory body, court, central bank
        or
        other entity exercising executive, legislative, judicial, taxing, regulatory
        or
        administrative powers or functions of or pertaining to government.

       

      "Incremental
        Purchase"
means a purchase of one or more Purchaser Interests which
        increases the total outstanding Aggregate Capital hereunder.

       

      "Indebtedness"
of
a
        Person means such
        Person's (i) obligations for borrowed money, (ii) obligations representing
        the
        deferred purchase price of property or services (other than accounts payable
        arising in the ordinary course of such Person's business payable on terms
        customary in the trade), (iii) obligations, whether or not assumed, secured
        by
        liens or payable out of
the proceeds or
        production from property now or hereafter owned or
        acquired by such Person, (iv) obligations which are evidenced by notes,
        acceptances, or other instruments, (v) capitalized lease obligations, (vi)
        net
        liabilities under interest rate swap, exchange or cap agreements, (vii)
        Contingent Obligations and (viii) liabilities in respect of unfunded vested
        benefits
        under plans covered by Title IV of ERISA.

       

      "Independent
        Director"
shall mean a member of the Board of Directors of Seller who
        is not
        at such time, and has not been at any time during the preceding five (5)
        years,
        (A) a director, officer, employee or affiliate of Seller, Parent, Transferor,
        or
        any of their respective Subsidiaries or Affiliates, or (B) the beneficial
        owner
        (at the time of such individual's appointment as an Independent Director
        or at
        any time thereafter while serving as an Independent Director) of more than
        0.5%
        of the outstanding common shares of Seller, Parent, Transferor, or any of
        their
        respective Subsidiaries or Affiliates, having general voting rights;

       

      "LIBO
        Rate" means the
        rate per annum equal to the sum of (i) (a) the applicable British Bankers'
        Association Interest Settlement Rate for deposits in U.S. dollars appearing
        on
        Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior
        to
        the first day of the relevant Tranche Period, and having a maturity equal
        to
        such Tranche Period, provided that,

      (i )  if Reuters
        Screen FRBD is not available to the Agent for any reason, the applicable
        LIBO
        Rate for the relevant Tranche Period shall instead be the applicable British
        Bankers' Association Interest Settlement Rate for deposits in U.S. dollars
        as
        reported by any other generally recognized financial information service
        as
of 11:00 a.m. (London
        time) two Business Days prior to the first day of such Tranche Period,
        and
        having a maturity equal to such Tranche Period, and

       

      (ii)  if
no
        such British Bankers'
        Association Interest Settlement Rate is available to the Agent, the


      
        
          
          

        

        
          E-112

          
            

          

        

        
          
          

        

      

       

      applicable
        LIBO Rate for the relevant Tranche Period shall instead
        be the rate determined by the Agent to be the rate at which Bank One offers
        to
        place deposits in U.S. dollars with first-class banks in the London interbank
        market at approximately 11:00 a.m. (London time) two Business Days prior
        to the
        first day of such Tranche Period, in the approximate amount to be funded
        at the
        LIBO Rate and having a maturity equal to such Tranche Period, divided by
        (b) one
        minus the maximum aggregate reserve requirement (including all basic,
        supplemental, marginal or other reserves) which is imposed against the Agent
        in
        respect of Eurocurrency liabilities, as defined in Regulation D of the Board
        of
        Governors of the Federal Reserve System as in effect from time to time
        (expressed as a decimal), applicable to such Tranche Period plus (ii) the
        sum of
        (A) 0.25% per annum plus (B) the "Applicable Rate" from time to time in effect
        for the "Eurodollar Revolving Loans" under the Transferor's Credit Agreement.
        The LIBO Rate shall be rounded, if necessary, to the next higher 1/16 of
        1%.

       

      "Liquidity
        Termination Date"
means 364 days after the closing date.

       

      "Lock-Box"
means
        each
        locked postal box with respect to which a bank who has executed a Lock-Box
        Account Agreement has been granted exclusive access for the purpose of
        retrieving and processing payments made on the Receivables and which is listed
        on Exhibit W.

       

      "Lock-Box
        Bank" mean,
        at any time, any of the banks holding one or more Lock-Box Accounts.

       

      "Lock-Box
        Account"
means each deposit account, lock-box account or similar account
        into which proceeds of a Lock-Box are collected or deposited and which is
        listed
        on Exhibit W.

       

      "Lock-Box
        Account Agreement"
means an agreement substantially in the form of Exhibit VI
        among
        Transferor, the Agent and a Lock-Box Bank.

       

      "Loss
        Horizon Ratio"
means as of any date, an amount (expressed as a percentage)
        equal
        to (i) the aggregate gross sales of the Parent with respect to the Receivables
        during the three most recently ended calendar months divided by (ii) Outstanding
        Balance of all Eligible Receivables as of the last day of the most recently
        ended calendar month.

       

      "Loss
        Percentage"
means, at any time, a percentage equal to the greater of (i)
        2.00
        multiplied by the Loss Ratio multiplied by the Loss Horizon Ratio or (ii)
        the
        Loss Percentage Floor.

       

      "Loss
        Percentage Floor"
means a percentage equal to 20%.

       

      "Loss
        Ratio" means, on
        any date, the greatest three-calendar month rolling average Default Ratio
        as
        calculated for each of the twelve most recently ended calendar months.

       

      "Loss
        Reserve"means, on
        any date, an amount equal to the Loss Percentage multiplied by the Net
        Receivables Balance as of the close of business of the Servicer on such
        date.


      
        
          
          

        

        
          E-113

          
            

          

        

        
          
          

        

      

       

      "Material
        Adverse Effect"
means a material adverse effect on (i) the financial condition
        or
        operations of any Seller Party and its Subsidiaries, taken as a whole, (ii)
        the
        ability of any Seller Party to perform its obligations under this Agreement,
        (iii) the legality, validity or enforceability of this Agreement or any other
        Transaction Document, (iv) any Purchaser's interest in the Receivables generally
        or in any significant portion of the Receivables, the Related Security or
        the
        Collections with respect thereto, or (v) the collectibility of the Receivables
        generally or of any material portion of the Receivables.

       

      "Material
        Indebtedness"
means Indebtedness or obligations in an aggregate principal
        amount
        exceeding $10,000,000.

       

      "Monthly
        Report"means a
        report, in substantially the form of Exhibit X hereto (appropriately completed),
        furnished by the Servicer to the Agent pursuant to Section 8.5.

       

      "Monthly
        Settlement Date"
means (A) the 15`h
        day of each month or, if
        such day is not a Business Day, the first Business Day thereafter (beginning
        May
        17, 2004), and (B) the last day of the relevant Tranche Period in respect
        of
        each Purchaser Interest of the Financial Institutions.

       

      "Navistar"has
        the
        meaning set forth in the preamble to this Agreement.

       

      "Net
        Obligor Setoff Amount"
means, for any Obligor and for any Accrual Period, the lesser
        of
        (a) the aggregate Outstanding Balance of all Eligible Receivables of such
        Obligor and (b) an amount, not less than zero, equal to (i) the dollar amount
        of
        the Setoff Right (as defined in clause (xv) of the definition of "Eligible
        Receivable")
the applicable Obligor may have against Parent minus (ii) the
        amount, if any, by which the Outstanding Balance of all Eligible Receivables
        owing from the applicable Obligor exceeds the Concentration Limit or Special
        Concentration Limit, as applicable, with respect to such Obligor.

       

      "Net
        Receivables Balance"
means, at any time, the aggregate Outstanding Balance of all
        Eligible Receivables at such time reduced by the aggregate amount by which
        the
        Outstanding Balance of all Eligible Receivables of each Obligor and its
        Affiliates exceeds the Concentration Limit for such Obligor.

       

      "Non-Defaulting
        Financial
        Institution" has the meaning set forth in Section
        13.5.           

       

       "Non-Renewing
        Financial Institution"
has the meaning set forth in Section
        13.6(a).      

       

      "Obligations"
shall
        have the meaning set forth in Section 2.1.

       

      "Obligor"
means
        a
        Person obligated to make payments pursuant to a Contract. "Originator"
means
        International Truck and Engine Corporation, a Delaware corporation and its
        successors.59


      
        
          
          

        

        
          E-114

          
            

          

        

        
          
          

        

      

       

      "Outstanding
        Balance"
of any Receivable at any time means the then outstanding principal
        balance thereof.

       

      "Parent"
means
        Navistar International Corporation, a Delaware corporation, and its
        successors.

       

      "Participant"
has
        the
        meaning set forth in Section 12.2.

       

      "Person"
means
an
        individual,
        partnership, corporation (including a business trust), limited liability
        company, joint stock company, trust, unincorporated association, joint venture
        or other entity, or a government or any political subdivision or agency
        thereof.

       

      "Pooled
        Commercial Paper"
means Commercial Paper notes of Conduit subject to any particular
        pooling arrangement by Conduit, but excluding Commercial Paper issued by
        Conduit
        for a tenor and in an amount specifically requested by any Person in connection
        with any agreement effected by Conduit.

       

      "Potential
        Amortization Event"
means an event which, with the passage of time or the giving
        of
        notice, or both, would constitute an Amortization Event.

       

      "Prime
        Rate" means a
        rate per annum equal to the prime rate of interest announced from time to
        time
        by Bank One or its parent (which is not necessarily the lowest rate charged
        to
        any customer), changing when and as said prime rate changes

       

      "Pro
        Rata Share"
means, for each Financial Institution, a percentage equal to
        (i)
        the Commitment of such Financial Institution, divided by (ii) the aggregate
        amount of all Commitments of all Financial Institutions hereunder, adjusted
        as
        necessary to give effect to the application of the terms of Sections 13.5
        or
        13.6.

       

      "Proposed
        Reduction Date"
has the meaning set forth in Section 1.3. 

       

      "Purchase
        Limit" means
        $100,000,000.

       

      "Purchase
        Notice" has
        the meaning set forth in Section 1.2.

       

      "Purchase
Price"
means,
        with respect to
        any Incremental Purchase of a Purchaser Interest, the amount paid to Seller
        for
        such Purchaser Interest which shall not exceed the least of (i) the amount
        requested by Seller in the applicable Purchase Notice, (ii) the unused portion
        of the Purchase Limit on the applicable purchase date and (iii) the excess,
        if
        any, of the Net Receivables Balance (less the Aggregate Reserves) on the
        applicable purchase date over the aggregate outstanding amount of Aggregate
        Capital determined as of the date of the most recent Monthly Report, without
        taking into account such proposed Incremental Purchase.

       

      "Purchasers"
means
        Conduit and each Financial Institution.

       

      "Purchaser
        Interest"
means, at any time, an undivided percentage ownership interest
        (computed as set forth below) associated with a designated amount of Capital,
        selected pursuant to the terms and conditions hereof in (i) each Receivable
        arising prior to the time of the


      
        
          
          

        

        
          E-115

          
            

          

        

        
          
          

        

      

       

      most
        recent computation or recomputation of such undivided interest,
        (ii) all Related Security with respect to each such Receivable, and (iii)
        all
        Collections with respect to, and other proceeds of, each such Receivable.
        Each
        such undivided percentage interest shall equal:

       

                                        
        C      

                                  NRB
        - AR

       

      where:

       

      C        =
        the Capital of
        such Purchaser Interest. 

       

      AR    
=
        the Aggregate Reserves.

       

      NRB   =
        the Net Receivables Balance.

       

      Such
        undivided percentage ownership interest shall be initially
        computed on its date of purchase. Thereafter, until the Amortization Date,
        each
        Purchaser Interest shall be automatically recomputed (or deemed to be
        recomputed) on each day prior to the Amortization Date. The variable percentage
        represented by any Purchaser Interest as computed (or deemed recomputed)
        as of
        the close of the business day immediately preceding the Amortization Date
        shall
        remain constant at all times thereafter.

       

      "Purchasing
        Financial Institution"
has the meaning set forth in Section 12.1(b).

       

      "Receivable"means
        all
        indebtedness and other obligations owed to Originator or Transferor (at the
        time
        it arises, and before giving effect to any transfer or conveyance under the
        Receivables Sale Agreement or hereunder but only to the extent it is transferred
        under the Receivables Sale Agreement) or in which Seller or Transferor has
        a
        security interest or other interest, including, without limitation, any
        indebtedness, obligation or interest constituting an account, chattel paper,
        instrument or general intangible, arising in connection with the sale of
        goods
        or the rendering of services by Originator, and further includes, without
        limitation, the obligation to pay any Finance Charges with respect thereto.
        Indebtedness and other rights and obligations arising from any one transaction,
        including, without limitation, indebtedness and other rights and obligations
        represented by an individual invoice, shall constitute a Receivable separate
        from a Receivable consisting of the indebtedness and other rights and
        obligations arising from any other transaction; provided further, that any
        indebtedness, rights or obligations referred to in the immediately preceding
        sentence shall be a Receivable regardless of whether the account debtor or
        Seller treats such indebtedness, rights or obligations as a separate payment
        obligation.

       

      "Receivables
        Sale Agreement"
means that certain Receivables Sale Agreement, dated as of
        April
        8, 2004, between Transferor and Seller, as the same may be amended, restated
        or
        otherwise modified from time to time.

       

      "Records"means,
        with
        respect to any Receivable, all Contracts and other documents, books, records
        and
        other information (including, without limitation, computer


      
        
          
          

        

        
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      programs,
        tapes, disks, punch cards, data processing software and
        related property and rights) relating to such Receivable, any Related Security
        therefor and the related Obligor.

       

      "Reduction
        Notice" has
        the meaning set forth in Section 1.3.

       

      "Reduction
        Percentage"
means, for any Purchaser Interest acquired by the Financial
        Institutions from Conduit for less than the Capital of such Purchaser Interest,
        a percentage equal to a fraction the numerator of which is the Conduit Transfer
        Price Reduction for such Purchaser Interest and the denominator of which
        is the
        Capital of such Purchaser Interest.

       

      "Regulatory
        Change"
has the meaning set forth in Section 10.2(a). 

       

      "Reinvestment"
has
        the
        meaning set forth in Section 2.2. 

       

      "Related
        Security"
means, with respect to any Receivable, if any:

      (i)  all of Seller's
        interest in the inventory and goods (including returned or repossessed inventory
        or goods), if any, the sale, financing or lease of which by Transferor or
        Originator, as applicable, gave rise to such Receivable, and all insurance
        contracts with respect thereto,

       

      (ii)  all other
        security interests or liens and property subject thereto from time to time,
        if
        any, purporting to secure payment of such Receivable, whether pursuant to
        the
        Contract related to such Receivable or otherwise, together with all financing
        statements and security agreements describing any collateral securing such
        Receivable,

       

      (iii)  all
        guaranties, letters of credit, insurance and other agreements or arrangements
        of
        whatever character from time to time supporting or securing payment of such
        Receivable whether pursuant to the Contract related to such Receivable or
        otherwise,

       

      (iv)  all service
        contracts and other contracts and agreements associated with such
        Receivable,

       

      (v)  all Records related
        to such Receivable, 

       

      (vi )    all of
        Seller's right, title and interest in, to and under the Receivables Sale
        Agreement in respect of such Receivable, and

       

                (vii)  all
        proceeds of any of the foregoing.

       

      "Required
        Financial Institutions"
means, at any time, Financial Institutions with Commitments
        in
        excess of 66-2/3% of the Purchase Limit.

       

      "Required
        Notice Period"
means two Business Days.

       

      "Responsible
        Agent Party"
means any asset backed senior credit officer of the
        Agent.


      
        
          
          

        

        
          E-117

          
            

          

        

        
          
          

        

      

       

      "Restricted
        Junior Payment"
means (i ) any dividend or other distribution, direct or indirect,
        on account of any shares of any class of capital stock of Seller now or
        hereafter outstanding, except a dividend payable solely in shares of that
        class
        of stock or in any junior class of stock of Seller, (ii) any redemption,
        retirement, sinking fund or similar payment, purchase or other acquisition
        for
        value, direct or indirect, of any shares of any class of capital stock of
        Seller
        now or hereafter outstanding, (iii) any payment or prepayment of principal
        of,
        premium, if any, or interest, fees or other charges on or with respect to,
        and
        any redemption, purchase, retirement, defeasance, sinking fund or similar
        payment and any claim for rescission with respect to the Subordinated Loans
        (as
        defined in the Receivables Sale Agreement), (iv) any payment made to redeem,
        purchase, repurchase or retire, or to obtain the surrender of, any outstanding
        warrants, options or other rights to acquire shares of any class of capital
        stock of Seller now or hereafter outstanding, and (v) any payment of management
        fees by Seller (except for reasonable management fees to the Transferor or
        its
        Affiliates in reimbursement of actual management services performed).

       

      "Seller"has
        the meaning
        set forth in the preamble to this Agreement.

       

      "Seller
        Parties" has
        the meaning set forth in the preamble to this Agreement.

       

      "Servicer"
means
        at
        any time the Person (which may be the Agent) then authorized pursuant to
        Article
        VIII to service, administer and collect Receivables.

       

      "Servicer
        Reserve"means, on any date, an amount equal to 1% multiplied by
        the Outstanding Balance of all Eligible Receivables as of the close of business
        of the Servicer on such date.

       

      "Servicing
        Fee"has the
        meaning set forth in Section 8.6.

       

      "Servicer
        Termination Event"
means an Amortization Event described in Section 9.1(a),(b),(c)
        or
        (d) with respect to the Servicer.

       

      "Settlement
        Period"
means (A) in respect of each Purchaser Interest of Conduit,
        the
        immediately preceding Accrual Period, and (B) in respect of each Purchaser
        Interest of the Financial Institutions, the entire Tranche Period of such
        Purchaser Interest.

       

      "Specified
        NFC Allocation Account"
means account No. 144-0-48257 at JPMorgan Chase Bank, 4 New
        York
        Plaza, 6th Floor, New York, New York 10004 (ABA No: 021000021) or such other
        account specified by the Seller Parties in a notice to the Agent.

       

      "Subsidiary"of
        a Person
        means (i) any corporation more than 50% of the outstanding securities having
        ordinary voting power of which shall at the time be owned or controlled,
        directly or indirectly, by such Person or by one or more of its Subsidiaries
        or
        by such Person and one or more of its Subsidiaries, or (ii) any partnership,
        association, limited liability company, joint venture or similar business
        organization more than 50% of the ownership interests having ordinary voting
        power of which shall at the time be so owned or controlled. Unless otherwise
        expressly provided, all references herein to a "Subsidiary" shall mean a
        Subsidiary of Seller.


      
        
          
          

        

        
          E-118

          
            

          

        

        
          
          

        

      

       

      "Termination
        Date" has
        the meaning set forth in Section 2.2.

       

      "Termination
        Percentage"
has the meaning set forth in Section 2.2. 

       

      "Terminating
        Financial Institution"
has the meaning set forth in Section 13.6(a). 

       

      "Terminating
        Tranche"
has the meaning set forth in Section 4.3(b).

       

      "Tranche
        Period" means,
        with respect to any Purchaser Interest held by a Financial Institution:

       

      (a)  if Yield for
        such Purchaser Interest is calculated on the basis of the LIBO Rate, a period
        of
        one, two, three or six months, or such other period as may be mutually agreeable
        to the Agent and Seller, commencing on a Business Day selected by Seller
        or the
        Agent pursuant to this Agreement. Such Tranche Period shall end on the day
        in
        the applicable succeeding calendar month which corresponds numerically to
        the
        beginning day of such Tranche Period, provided, however, that if there is
        no
        such numerically corresponding day in such succeeding month, such Tranche
        Period
        shall end on the last Business Day of such succeeding month; or

       

      (b)  if Yield for
        such Purchaser Interest is calculated on the basis of the Prime Rate, a period
        commencing on a Business Day selected by Seller and agreed to by the Agent,
        provided no such period shall exceed one month.

       

      If
        any Tranche Period would end on a day which is not a Business Day,
        such Tranche Period shall end on the next succeeding Business Day, provided,
        however, that in the case of Tranche Periods corresponding to the LIBO Rate,
        if
        such next succeeding Business Day falls in a new month, such Tranche Period
        shall end on the immediately preceding Business Day. In the case of any Tranche
        Period for any Purchaser Interest which commences before the Amortization
        Date
        and would otherwise end on a date occurring after the Amortization Date,
        such
        Tranche Period shall end on the Amortization Date. The duration of each Tranche
        Period which commences after the Amortization Date shall be of such duration
        as
        selected by the Agent.

       

      "Transaction
        Documents"
means, collectively, this Agreement, each Purchase Notice,
        the
        Receivables Sale Agreement, the Transfer Agreement (but only those portions
        that
        relate to the Receivables), each Lock-Box Account Agreement, each Blocked
        Account Agreement, the Fee Letter, the Subordinated Note (as defined in the
        Receivables Sale Agreement) and all other instruments, documents and agreements
        executed and delivered in connection herewith.

       

      "Transactions"means,
        collectively, (a) the execution and delivery by each Seller Party of the
        Transaction Documents to which it is a party, (b) the sale by the Seller
        of the
        Receivables, Related Security and Collections pursuant to this Agreement
        and use
        of the proceeds thereof, and (c) the performance of each Seller Party's other
        obligations under the Transaction Documents to which it is a party.

       

      "Transfer
        Agreement"means that certain Master Intercompany Agreement dated
        April 26, 1993, as amended through the date hereof, by and between Parent
        and
        Transferor.


      
        
          
          

        

        
          E-119

          
            

          

        

        
          
          

        

      

       

      "Transferor
        Credit Agreement"
means that certain Credit Agreement, dated as of December 8,
        2000,
        originally among Transferor, Arrendadora Financiera Navistar, S.A. de C.V.,
        Servicios Financieros Navistar, S.A. de C.V. and Navistar Comercial, S.A.
        de
        C.V., as Borrowers, various lenders, JP Morgan Chase Bank (as successor to
        The
        Chase Manhattan Bank), as Administrative Agent, Bank of America, N.A., as
        Syndication Agent, and The Bank of Nova Scotia, as Documentation Agent, as
        the
        same may be amended, restated or otherwise modified from time to time.

       

      "Transferor"means
        Navistar Financial Corporation, in its capacity as seller under the Receivables
        Sale Agreement.

       

      "UCC"means
        the Uniform
        Commercial Code as from time to time in effect in the specified
        jurisdiction.

       

      "Weekly
        Report"means a
        report, in substantially the form of Exhibit XI hereto (appropriately complete),
        furnished by the Servicer to the Agent pursuant to Section 8.5.

       

      "Weekly
        Settlement Date"
means the third Business Day of each week.

       

      "Yield"means
        for each
        respective Tranche Period relating to Purchaser Interests of the Financial
        Institutions, an amount equal to the product of the applicable Discount Rate
        for
        each Purchaser Interest multiplied by the Capital of such Purchaser Interest
        for
        each day elapsed during such Tranche Period including the first day but
        excluding the last day, annualized on a 360 day basis.

       

      "YieldReserve"
means,
        on any
        date, an amount equal to 1% multiplied by the Net Receivables Balance as
        of the
        close of business of the Servicer on such date.

       

      All
        accounting terms not specifically defined herein shall be
        construed in accordance with GAAP. All terms used in Article 9 of the UCC
        in the
        State of Illinois, and not specifically defined herein, are used herein as
        defined in such Article 9.


      
        
          
          

        

        
          E-120

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        II

       

      FORM
        OF PURCHASE
        NOTICE

       

      [DATE]

       

      Bank
        One, NA (Main Office Chicago), as Agent 

      1
        Bank One Plaza, IL1-0079

      Asset-Backed
        Finance

      Chicago,
        Illinois 60670-0596

      Attention:
        Jupiter Administrator

       

      Re:
        PURCHASE NOTICE


       

      
        Ladies
          and Gentlemen:

      

       

      Reference
        is hereby made to the Receivables Purchase Agreement, dated
        as of April 8, 2004, by and among Truck Retail Accounts Corporation, a Delaware
        corporation (the "Seller"),
Navistar Financial
        Corporation, as Servicer, the Financial Institutions,
        Jupiter Securitization Corporation ("Conduit"),
and
        Bank
        One, NA (Main Office Chicago), as Agent (the "Receivables
        Purchase
        Agreement").   Capitalized terms used herein shall have
        the meanings assigned to such terms in the Receivables Purchase Agreement.

       

      The
        Agent is hereby notified of the following Incremental
        Purchase:

       

      Purchase
        Price:                                   $__________________________

       

      Date
        of
        Purchase:                                
__________________________

       

      Requested
        Discount
        Rate:                  [LIBO
        Rate] [Prime Rate] [Pooled Commercial Paper rate]

       

                  Please
        credit the Purchase Price in immediately available funds to our Facility
        Account
        [and then wire-transfer the Purchase Price in immediately available funds
        on the
        above-specified date of purchase to:

       

      [Account
        Name]

      [Account
        No.]

      [Bank
        Name & Address]

      [ABA
        #]

      Reference:

      Telephone
        advice to: [Name] @ tel. No. ( )

       

      Please
        advise [Name] at telephone no
        ()                          if
        Conduit will not be making this purchase.


      
        
          
          

        

        
          E-121

          
            

          

        

        
          
          

        

      


                  In
        connection with the Incremental Purchase to be made on the above listed "Date
        of
        Purchase" (the "Purchase
        Date"), the
        Seller hereby certifies that the following statements are true on the date
        hereof, and will be true on the Purchase Date (before and after giving effect
        to
        the proposed Incremental Purchase):

       

      (i)  the
        representations and warranties of the Seller set forth in Section 5.1 of
        the
        Receivables Purchase Agreement are true and correct on and as of the Purchase
        Date as though made on and as of such date;

       

      (ii)  no event has
        occurred and is continuing, or would result from the proposed Incremental
        Purchase, that will constitute an Amortization Event or a Potential Amortization
        Event;

       

      (iii)  the Facility
        Termination Date has not occurred, the Aggregate Capital does not exceed
        the
        Purchase Limit and the aggregate Purchaser Interests do not exceed 100%;
        and

       

      (iv)  the amount of
        Aggregate Capital is $                                 after
        giving effect to the Incremental Purchase to be made on the Purchase Date.

       

      Very
        truly yours,

       

      TRUCK
        RETAIL ACCOUNTS CORPORATION

       

      By:      ______________________________

       

      Name: 
______________________________

       

      Title:  
______________________________


      
        
          
          

        

        
          E-122

          
            

          

        

        
          
          

        

      


      EXHIBIT
        III

       

      STATE
        OF
        ORGANIZATION; PLACES OF BUSINESS; LOCATIONS OF RECORDS;

       

      FEDERAL
        EMPLOYER
        IDENTIFICATION NUMBER AND ORGANIZATIONAL

       

      IDENTIFICATION
        NUMBER

       

      NAVISTAR:

       

      Places
        of Business: 

      Illinois

       

      Locations
        of Records:

      2850
        W. Golf Road

      Rolling
        Meadows, Illinois 60008

       

      Federal
        Employer Identification Number: 

      36-XXXXXXX

       

      Organizational
        Identification Number: 

      04290010

       

      Trade
        and Assumed Names, Prior Names:

       International
        Harvester Credit Corporation 

      International
        Finance Group

       

      SELLER

       

      Places
        of Business: 

      Illinois

       

      Locations
        of Records:

      2850
        W. Golf Road

      Rolling
        Meadows, Illinois 60008

       

      Federal
        Employer Identification Number: 

      36-XXXXXXX

       

      Organizational
        Identification Number: 

      3270162

       

      Trade
        and Assumed Names, Prior Names: 

      None.


      
        
          
          

        

        
          E-123

          
            

          

        

        
          
          

        

      


      EXHIBIT
        IV


       

      NAMES
        OF LOCK-BOX
        BANKS; BLOCKED ACCOUNT BANKS; LOCK-BOX

       

      ACCOUNTS;
        BLOCKED
        ACCOUNTS

       

                    
        Lock
        Box :                                                                                          
Related Lock-Box Account:

      Lock-Box
        No. 198381,
        P.O.                                                              Account
        No.: XXXXXXXXXX maintained with

      Box
        198381, Atlanta
        Georgia                                                              
Bank of America, 231 South La Salle

      39384-8381                                                                                        
        Street, Chicago, IL 60604

       

      Proceeds
        Allocation Account: No. XXX-X-XXXXX located at JPMorgan
        Chase Bank, 4 New York Plaza, 6th Floor, New York, New York 10004 (ABA No.
        021000021)

       

      Blocked
        Account: a trust account number XXXXXXXX.X in the name
        "Blocked Account for Bank One, NA (Main Office Chicago), as Agent" maintained
        with JPMorgan Chase Bank, 4 New York Plaza, 6th Floor, New York, New York
        10004.


      
        
          
          

        

        
          E-124

          
            

          

        

        
          
          

        

      


      
        EXHIBIT
          V

         

        FORM
          OF COMPLIANCE
          CERTIFICATE

         

        To: 
Bank
          One, NA (Main Office Chicago), as Agent

      

       

      This
        Compliance Certificate is furnished pursuant to that certain
        Receivables Purchase Agreement dated as of April 8, 2004 among Truck Retail
        Accounts Corporation (the "Seller"),
Navistar
        Financial Corporation (the "Servicer"),
the
        Purchasers party thereto and Bank One, NA (Main Office Chicago), as agent
        for
        such Purchasers (the "Agreement").

       

      THE
        UNDERSIGNED HEREBY CERTIFIES THAT:

       

                1.  I
        am the duly elected _______________of
        Seller.

       

      2.  I
        have reviewed the terms of the Agreement and
        I have made, or have caused to be made under my supervision, a detailed review
        of the transactions and conditions of Seller and its Subsidiaries, if any,
        with
        respect to the accounting period covered by the attached financial
        statements.

       

      3.  The
        examinations described in paragraph 2 did
        not disclose, and I have no knowledge of, the existence of any condition
        or
        event which constitutes an Amortization Event or Potential Amortization Event,
        as each such term is defined under the Agreement, as of the date of this
        Certificate, except as set forth in paragraph 5 below.

       

      4.  Described
        below are the exceptions, if any, to
        paragraph 3 by listing, in detail, the nature of the condition or event,
        the
        period during which it has existed and the action which Seller has taken,
        is
        taking, or proposes to take with respect to each such condition or event:

       

      TRUCK
        RETAIL ACCOUNTS CORPORATION

       

      By:     
        _________________________________                                                      

       

      Name:
        _________________________________                                                        

      Title:  
        _________________________________                                                      


      
        
          
          

        

        
          E-125

          
            

          

        

        
          
          

        

      


      


       

      EXHIBIT
        VI

       

      FORM
        OF LOCK-BOX
        ACCOUNT AGREEMENT

       

      [To
        BE
        ATTACHED]


      
        
          
          

        

        
          E-126

          
            

          

        

        
          
          

        

      


      


       

      Date:
        April 8, 2004

       

      Bank
        of America

       

      231
        South La Salle Street

      Chicago,
        IL 60604

       

      Attention: 
Carmen
        L. Conway

                         
        Donald S. Irvine

                         
        Marion J. Alongi

       

       

      Ladies
        and Gentlemen:

       

      This
        letter is delivered to you pursuant to the Receivables
        Purchase Agreement, dated as of April 8, 2004 (as the same may be amended,
        supplemented or otherwise modified from time to time, the "Agreement") among
        Navistar Financial Corporation (with its successors, "Navistar Financial",
        "we" or "us"), Truck Retail Accounts Corporation, Jupiter Securitization
        Corporation and Bank One, NA (Main Office Chicago), as agent (with its
        successors in such capacity, the "Agent"), and in
        connection with the Account No. XXXXXXXXXX (the "Lockbox Account"),
        our Lock-box No. XXXXXX (the "Lock-box" or the "Lock-box Service")
        P.O. Box 198381, Atlanta, GA 30384-8381 maintained with you.

       

      We
        hereby instruct you, and by your signature below you hereby
        agree,

       

      (i)  to transfer,
        not later than on the third business day after the execution of this letter
        and
        on each business day thereafter, by wire transfer, all collected and available
        funds deposited into the Lockbox Account maintained by you into the Navistar
        Financial Proceeds Allocation Account No. XXX-X-XXXXX maintained at JPMorgan
        Chase Bank, 4 New York Plaza, 6th Floor, New York, New York 10004 (ABA No.
        021000021) (the "Proceeds Allocation
        Account") until instructed in writing by the Agent to do otherwise
        pursuant to paragraph (f) below, and

       

      (ii)  (x) to deposit
        all cash, checks, drafts and other instruments or items for the payment of
        money
        (collectively, "Checks") paid into any Lock-box maintained by you in the
        related
        Lockbox Account maintained by you (except that you may deal with items which
        are
        postdated, improperly endorsed or otherwise irregular in accordance with
        your
        Standard Terms and Conditions, which are attached hereto as Exhibit A, as
        modified by our existing operating instructions) and (y) to transfer, on
        each
        Business Day, all collected and available funds deposited into any such Lockbox
        Account to the Proceeds Allocation Account. A "Business Day" is each day
        except
        Saturdays, Sundays and your holidays. Funds are not available, if in your
        reasonable determination, they are subject to a hold, dispute or legal process
        preventing their withdrawal.

       

      By
        executing a copy of this letter, you


      
        
          
          

        

        
          E-127

          
            

          

        

        
          
          

        

      


      


       

      (a)  confirm that
        you have established on behalf of Navistar Financial the Lockbox Account
        and
        Lock-box Service indicated in the first paragraph of this letter,

       

      (b)  agree that such
        Lockbox Account and Lock-box shall clearly indicate that certain of the items
        and funds delivered to the Lock-box or deposited into the Lockbox Account
        are
        the property of Navistar Financial subject to the security interest of the
        Agent
        pursuant to the Agreement,

       

      (c)  agree that you
        will comply with the instructions originated by the Agent directing disposition
        of the funds in each such Lockbox Account without further consent by Navistar
        Financial,

       

      (d)  confirm that
        (i) you have not received notice of any other currently effective lien or
        claim
        on the Lockbox Account and (ii) you do not yourself have any lien or other
        claim
        on the Lockbox Account (other than any interest you may have as a Secured
        Party
        under the Agreement),

       

      (e)  agree to take
        such other action as may be reasonably necessary or appropriate from time
        to
        time under the UCC to perfect the Agent's Security Interest in the Lockbox
        Account,

       

      (f)  agree that
        within a reasonable period of time, not to exceed two Business Days (as defined
        below), after your receipt of a notice from the Agent, substantially in the
        form
        of Annex 1 attached hereto, you will, each Business Day therafter transfer
        by
        wire transfer the collected and available balance in the Lockbox Account
        to the
        account of the Agent specified in the Notice, and

       

      (g)  agree that all
        Checks delivered to the Lock-box or deposited into the Lockbox Account will
        not
        be subject to deduction, set-off, banker's lien or any other right in your
        favor
        except that (i) if you, at any time, determine that there is an inaccuracy
        in
        such Lockbox Account or that an entry previously posted to such Lockbox Account
        was revoked or did not become final (including but not limited to) the return
        of
        deposited items unpaid) then you may debit such amount against such Lockbox
        Account, and (ii) you may debit against such account any fees directly related
        to the operation of such account, if Navistar Financial has not paid such
        fees
        within thirty days of your making a demand for their payment.

       

      If
        you (because of insufficient funds or for any other reason)
        cannot obtain payment pursuant to paragraph (d) above of such amount by debiting
        such account, we agree to pay such amount to you immediately upon demand.

       

      We
        agree to indemnify and, at your option, defend you against all
        liabilities, claims, losses and expenses (excluding routine operating expenses),
        including reasonable attorneys' fees and court fees and costs incurred by
        you as
        a result of your agreeing to this letter or your relying upon or complying
        with
        this letter or any information or instruction received by you from us, the
        Agent. Notwithstanding the above, we shall have no obligation to indemnify
        you
        for or defend you against such liabilities, claims, losses and expenses to
        the


      
        
          
          

        

        
          E-128

          
            

          

        

        
          
          

        

      


      


       

      extent
        such liabilities, claims, losses or expenses are the result of
        your gross negligence, willful misconduct or bad faith.

       

      You
        will be liable to us or the Agent under or in connection with
        this letter or such Lockbox Account or Lock-box, to make an adjustment to
        such
        account or to pay an amount beyond the final balance actually posted to such
        account by you, only to the extent of our direct losses or the Agent's direct
        losses and only to the extent such losses are caused by your willful misconduct
        or failure to exercise ordinary care. The amount of your liability under
        or in
        connection with this letter or such account, to make an adjustment to such
        account or otherwise, will be limited to (a) the refund of any amount wrongly
        debited or misdirected by you from such account which we were not obliged
        to
        pay, back-dated for account analysis purposes as of the date of the debit
        or
        misdirection (or at your election, without back-dating but with interest
        added,
        computed at your effective Federal Funds rate in effect from time to time),
        and
        (b) the refund of fees paid by us for services performed by you in connection
        with these accounts and any services provided by you in connection therewith
        to
        the extent that such services were not properly performed by you, and (c)
        after
        such accounts are closed, payment of the balance posted to such accounts.
        In no
        event will you be liable for any special, indirect, exemplary or consequential
        damages. In no event will you be liable as a result of an act or omission
        if it
        is due to compliance with this letter or with applicable laws, regulations,
        operating circulars, clearing house rules or funds-transfer system rules,
        any
        act or omission by us or the Agent, any act or omission by any other bank,
        clearing house, funds-transfer system, agent or other person, mechanical
        failure
        of your equipment, power failure, strike or lock-out, fire or other casualty,
        riot or civil commotion, windstorm, earthquake, flood or other Act of God,
        delay
        in transportation, governmental regulation or interference, or any event
        beyond
        your control. The Agent and we acknowledge that you are not a party to the
        Agreement.

       

      Neither
        the Agent nor any other Secured Party shall be required to
        pay you any compensation or indemnity whatsoever for providing the services
        contemplated herein.

       

      All
        notices and other communications in connection with this
        letter shall be addressed to the respective party at its address or telefax
        number set forth below the respective party's name on the signature page
        of this
        letter or any other address or telefax number which a party shall specify
        for
        the purpose of communications in connection herewith, by notice in writing
        to
        the other parties. You may rely, and shall be fully protected in acting,
        upon
        any resolution, statement, certificate, instrument, opinion, report, notice,
        request, consent or other paper or document which it believes to be genuine
        and
        to have been signed or presented by the proper party or, in the case of telefax
        transmissions, to have been sent by the proper party or parties.

       

      You
        may terminate this letter upon thirty days' prior written
        notice to the Agent and us. You may also terminate this letter at any time
        by
        written notice to the Agent and us if either the Agent or we breach any terms
        of
        this letter.

       

      This
        letter shall be binding upon and inure to the benefit of each
        party hereto and shall inure to the benefit of the Agent and each of the
        other
        secured parties under the Agreement and their respective successors and assigns.
        This letter shall not be altered in


      
        
          
          

        

        
          E-129

          
            

          

        

        
          
          

        

      

       

      any
        material manner except by a writing signed by each party
        hereto, provided, however, that your fees and charges are subject to change
        on
        thirty days' prior written notice to us.

       

      We
        agree to pay to you, upon receipt of your invoice, all
        out-of-pocket costs, expenses and attorneys' fees incurred by you in connection
        with the enforcement of this letter and any instrument or agreement required
        hereunder, including but not limited to any such costs, expenses and fees
        arising out of the resolution of any conflict, dispute, motion regarding
        entitlement to rights or rights of action, or other action to enforce your
        rights in a case arising under Title 11, United States Code. We agree to
        pay
        you, upon receipt of your invoice, all costs, expenses and attorneys' fees
        incurred by you in the preparation of this letter (including any amendments
        hereto or instruments or agreements required hereunder).

       

      Notwithstanding
        any of the other provisions in this letter, in the
        event of the commencement of a case pursuant to Title 11, United States Code,
        filed by or against us, or in the event of the commencement of any similar
        case
        under then applicable federal or state law providing for the relief of debtors
        or the protection of creditors by or against us, you may act as you deem
        necessary to comply with all applicable provisions of governing statutes
        and
        shall be held harmless from any claim of any of the parties for so doing.

       

      This
        letter may be signed in any number of counterparts with the same
        effect as if the signatures thereto and hereto were upon the same
        instrument.

       

      Nothing
        contained in this letter shall create any agency, fiduciary,
        joint venture or partnership relationship between you and us or the Agent.

       

      This
        letter shall be governed by and construed in accordance with
        the substantive laws of the State of Illinois without regard to the choice
        of
        law principles of such jurisdiction.


      
        
          
          

        

        
          E-130

          
            

          

        

        
          
          

        

      

      


       

      Please
        acknowledge receipt of this letter and your acceptance of the
        terms hereof by signing a copy of this letter in the space provided below.

       

                          Very
        truly
        yours,

       

       

                          NAVISTAR
        FINANCIAL
        CORPORATION

       

                          By:   
        /s/  ANDREW
        J.
        CEDEROTH

                          Name:     
        Andrew J. Cederoth

                          Title:       
        Vice President and Treasurer

       

                          2850
        West Golf
        Road

                          Rolling
        Meadows, IL
        60008

                          Telefax
        number: (847)
        734-4090 

                          Attention:
        Vice
        President & Treasurer

       

       

       

      Acknowledged
        and agreed to as of this

      __
        day of April, 2004.

       

      BANK
        OF AMERICA, N.A.

       

      By:     /s/  THERESA
        HERNANDEZ

      Name:       Theresa Hernandez

      Title:         Vice President

       

      Bank
        of America

      231
        South La Salle Street

      Chicago,
        IL 60604

       

      Attention: 
Carmen
        L. Conway 

                         
        Donald S. Irvine

                         
        Marion J. Alongi

       

       

       

      BANK
        ONE, NA (MAIN OFFICE CHICAGO), as
        Agent    

       

      By:    /s/ 
RONALD
        J.
        ATKINS          

       Name:    Ronald J. Atkins

        Title:       Director, Capital Markets

         

        Suite IL 1-0596, 1-21

        1 Bank  One Plaza

        Chicago, IL 60670-0596

        Telefax Number (312)732-1844

      


      
        
          
          

        

        
          E-131

          
            

          

        

        
          
          

        

      

      
 

      
        EXHIBIT
          A

         

        STANDARD
          TERMS AND
          CONDITIONS

      

       

      The
        Lockbox Service involves processing Checks that arc received at a
        Lockbox Address. With this Service, Company instructs its customers to mail
        checks it wants to have processed under the Service to Navistar Financial
        Corporation (the "Company") Lockbox Address. Bank picks up mail at the Lockbox
        Address according to its mail pick-up schedule. Bank of America, N.A. (the
        "Bank") will have unrestricted and exclusive access to the mail directed
        to the
        Lockbox Address. Bank will provide Company with the Lockbox Service for a
        Lockbox Address when Company has completed and Bank has received Bank's then
        current set-up documents for the Lockbox Address.

       

      If
        Bank receives any mail containing Company's lockbox number at
        Bank's lockbox operations location (instead of the Lockbox Address), Bank
        may
        handle the mail as if it had been received at the Lockbox Address.

       

      PROCESSING

       

      Bank
        will handle Checks received at the Lockbox Address according to
        the applicable deposit account agreement, as if the Checks were delivered
        by
        Company to Bank for deposit to the Account, except as modified by this
        Agreement.

       

      Bank
        will open the envelopes picked up from the Lockbox Address and
        remove the contents. For the Lockbox Address, Checks and other documents
        contained in the envelopes will be inspected and handled in the manner specified
        in the Company's set-up documents. Bank captures and reports information
        related
        to the lockbox processing, where available, if Company has specified this
        option
        in the set-up documents. Bank will endorse all Checks Bank processes on
        Company's behalf.

       

      If
        Bank processes an unsigned check as instructed in the set-up
        documents, and the check is paid, but the account owner does not authorize
        payment, Company agrees to indemnify Bank, the drawee bank (which may include
        Bank) and any intervening collecting bank for any liability or expense incurred
        by such indemnitee due to the payment and collection of the check.

       

      If
        Company instructs Bank not to process a check bearing a
        handwritten or typed notation "Payment in Full" or words of similar import
        on
        the face of the check, Company understands that Bank has adopted procedures
        designed to detect Checks bearing such notations; however, Bank will not
        be
        liable to Company or any other party for losses suffered if Bank fails to
        detect
        Checks bearing such notations.


      
        
          
          

        

        
          E-132

          
            

          

        

        
          
          

        

      

       

      RETURNED
        CHECK

       

      Unless
        Company and Bank agree to another processing procedure, Bank
        will reclear a Check once which has been returned and marked "Refer to Maker,"
        "Not Sufficient Funds" or "Uncollected Funds." If the Check is returned for
        any
        other reason or if the Check is returned a second time, Bank will debit the
        applicable Account and return the Check to Company. Company agrees that Bank
        will not send a returned item notice to Company for a returned Check unless
        Company and Bank have agreed otherwise.

       

      ACCEPTABLE
        PAYEES

       

      For
        the Lockbox Address, Company will provide to Bank the names of
        Acceptable Payees ("Acceptable Payee" means Company's name and any other
        payee
        name provided to Bank by Company as an acceptable payee for Checks to be
        processed under the Lockbox Service). Bank will process a check only if it
        is
        made payable to an Acceptable Payee and if the check is otherwise processable.
        Company warrants that each Acceptable Payee has authorized Checks payable
        to it
        to be credited to the Account Company designates for the Lockbox Service.
        Bank
        may treat as an Acceptable Payee any variation of any Acceptable Payee's
        name
        that Bank deems to be reasonable.

       

      CHANGES
        TO PROCESSING INSTRUCTIONS

       

      Company
        may request Bank orally or in writing to make changes to the
        processing instructions (including changes to Acceptable Payees) for any
        Lockbox
        Address by contacting its Bank representative. Bank will not be obligated
        to
        implement any requested changes until Bank has actually received the requests
        and had a reasonable opportunity to act upon them. In making changes, Bank
        is
        entitled to rely on instructions purporting to be from Company.


      
        
          
          

        

        
          E-133

          
            

          

        

        
          
          

        

      

       

      ANNEX
        1 

       

      [BANK
        ONE, N.A.]

      Bank
        of America

      231
        South La Salle Street

      Chicago,
        IL 60604

       

      
        Attention: 
Carmen
          L. Conway 

                           
          Donald S. Irvine

                           
          Marion J. Alongi

      

       

      RE:  
Navistar
        Financial Corporation 

                      Account
        No.
        ______________________

       

      Ladies
        and Gentlemen:

       

      Reference
        is made to the letter agreement dated April 8, 2004 (the
        "Agreement") between Navistar Financial Corporation and you regarding the
        above-described account (the "Lockbox Account"). In accordance with Section
        (f)
        on page 2 of the Agreement, we hereby give you notice of our exercise of
        control
        of the Lockbox Account and we hereby instruct you to transfer funds to our
        account as follows:

       

      Bank
        Name:   _____________________                                                              

      ABA
        No.:      _____________________                                                           

      Account
        Name: ___________________                                                             

      Account
        No.: _____________________                                                         

       

      Very
        truly yours,

       

      BANK
        ONE, N.A.

      By___________________________

      Name:________________________

                                        
        Title:________________________


      
        
          
          

        

        
          E-134

          
            

          

        

        
          
          

        

      


      EXHIBIT
        VII

       

      FORM
        OF ASSIGNMENT
        AGREEMENT

       

      THIS
        ASSIGNMENT AGREEMENT (this "Assignment
        Agreement")
is entered into as of the ____day of ___________, ___, by and
        between __________________ ("Assignor")
        and ___________________ ("Assignee").

       

      PRELIMINARY
        STATEMENTS

       

      A.  This
        Assignment Agreement is being executed
        and delivered in accordance with Section 12.1(b) of that certain Receivables
        Purchase Agreement dated as of April 8, 2004 by and among Truck Retail Accounts
        Corporation, Navistar Financial Corporation, as Servicer, Jupiter Securitization
        Corporation, Bank One, NA (Main Office Chicago), as Agent, and the Financial
        Institutions party thereto (as amended, modified or restated from time to
        time,
        the "Purchase
        Agreement").
Capitalized terms used and not otherwise defined herein are
        used
        with the meanings set forth or incorporated by reference in the Purchase
        Agreement.

       

      B.  Assignor
        is a Financial Institution party to
        the Purchase Agreement, and Assignee wishes to become a Financial Institution
        thereunder; and

       

                C.  Assignor
        is selling and assigning to Assignee
        an undivided ________% (the "Transferred
        Percentage")
interest in all of Assignor's rights and obligations under
        the
        Purchase Agreement and the Transaction Documents, including, without limitation,
        Assignor's Commitment and (if applicable) the Capital of Assignor's Purchaser
        Interests as set forth herein.

       

      AGREEMENT
        

       

                The
        parties hereto hereby agree
        as follows:

       

      1.  The
        sale, transfer and assignment effected by
        this Assignment Agreement shall become effective (the "EffectiveDate")
two
        (2)
        Business Days (or such other date selected by the Agent in its sole discretion)
        following the date on which a notice substantially in the form of Schedule
        II to
        this Assignment Agreement ("Effective
        Notice") is
delivered by the Agent to Conduit, Assignor and Assignee. From
        and after
        the Effective Date, Assignee shall be a Financial Institution party to the
        Purchase Agreement for all purposes thereof as if Assignee were an original
        party thereto and Assignee agrees to be bound by all of the terms and provisions
        contained therein.

       

      2.  If
        Assignor has no outstanding Capital under
        the Purchase Agreement, on the Effective Date, Assignor shall be deemed to
        have
        hereby transferred and assigned to Assignee, without recourse, representation
        or
        warranty (except as provided in paragraph 6 below), and the Assignee shall
        be
        deemed to have hereby irrevocably taken, received and assumed from Assignor,
        the
        Transferred Percentage of Assignor's Commitment and all rights and obligations
        associated therewith under the terms of the Purchase Agreement,
        including,


      
        
          
          

        

        
          E-135

          
            

          

        

        
          
          

        

      


      


       

      without
        limitation, the Transferred Percentage of Assignor's future
        funding obligations under Section 4.1 of the Purchase Agreement.

       

      3.  If
        Assignor has any outstanding Capital under
        the Purchase Agreement, at or before 12:00 noon, local time of Assignor,
        on the
        Effective Date Assignee shall pay to Assignor, in immediately available funds,
        an amount equal to the sum of (i) the Transferred Percentage of the outstanding
        Capital of Assignor's Purchaser Interests (such amount, being hereinafter
        referred to as the "Assignee's
Capital;
        (ii) all
        accrued but
        unpaid (whether or not then due) Yield attributable to Assignee's Capital;
        and
        (iii) accruing but unpaid fees and other costs and expenses payable in respect
        of Assignee's Capital for the period commencing upon each date such unpaid
        amounts commence accruing, to and including the Effective Date (the "Assignee's
        Acquisition Cost");
whereupon, Assignor shall be deemed to have sold, transferred
        and
        assigned to Assignee, without recourse, representation or warranty (except
        as
        provided in paragraph 6 below), and Assignee shall be deemed to have hereby
        irrevocably taken, received and assumed from Assignor, the Transferred
        Percentage of Assignor's Commitment and the Capital of Assignor's Purchaser
        Interests (if applicable) and all related rights and obligations under the
        Purchase Agreement and the Transaction Documents, including, without limitation,
        the Transferred Percentage of Assignor's future funding obligations under
        Section 4.1 of the Purchase Agreement.

       

      4.  Concurrently
        with the execution and delivery
        hereof, Assignor will provide to Assignee copies of all documents requested
        by
        Assignee which were delivered to Assignor pursuant to the Purchase
        Agreement.

       

      5.  Each
        of the parties to this Assignment
        Agreement agrees that at any time and from time to time upon the written
        request
        of any other party, it will execute and deliver such further documents and
        do
        such further acts and things as such other party may reasonably request in
        order
        to effect the purposes of this Assignment Agreement.

       

      6.  By
        executing and delivering this Assignment
        Agreement, Assignor and Assignee confirm to and agree with each other, the
        Agent
        and the Financial Institutions as follows: (a) other than the representation
        and
        warranty that it has not created any Adverse Claim upon any interest being
        transferred hereunder, Assignor makes no representation or warranty and assumes
        no responsibility with respect to any statements, warranties or representations
        made by any other Person in or in connection with the Purchase Agreement
        or the
        Transaction Documents or the execution, legality, validity, enforceability,
        genuineness, sufficiency or value of Assignee, the Purchase Agreement or
        any
        other instrument or document furnished pursuant thereto or the perfection,
        priority, condition, value or sufficiency of any collateral; (b) Assignor
        makes
        no representation or warranty and assumes no responsibility with respect
        to the
        financial condition of the Seller, any Obligor, any Affiliate of the Seller
        or
        the performance or observance by the Seller, any Obligor, any Affiliate of
        the
        Seller of any of their respective obligations under the Transaction Documents
        or
        any other instrument or document furnished pursuant thereto or in connection
        therewith; (c) Assignee confirms that it has received a copy of the Purchase
        Agreement and copies of such other Transaction Documents, and other documents
        and information as it has requested and deemed appropriate to make its own
        credit analysis and decision to enter into this Assignment Agreement; (d)
        Assignee will, independently and without reliance upon the Agent, Conduit,
        the
        Seller or any other Financial Institution or Purchaser and


      
        
          
          

        

        
          E-136

          
            

          

        

        
          
          

        

      


      based on such documents and information as it shall deem appropriate
        at the
        time, continue to make its own credit decisions in taking or not taking action
        under the Purchase Agreement and the Transaction Documents; (e) Assignee
        appoints and authorizes the Agent to take such action as agent on its behalf
        and
        to exercise such powers under the Transaction Documents as are delegated
        to the
        Agent by the terms thereof, together with such powers as are reasonably
        incidental thereto; and (f) Assignee agrees that it will perform in accordance
        with their terms all of the obligations which, by the terms of the Purchase
        Agreement and the other Transaction Documents, are required to be performed
        by
        it as a Financial Institution or, when applicable, as a Purchaser.

       

      7.   Each party
        hereto represents and warrants to and agrees with the Agent that it is aware
        of
        and will comply with the provisions of the Purchase Agreement, including,
        without limitation, Sections 4.1, 13.1 and 14.6 thereof.

       

      8.  Schedule
        I hereto sets forth the revised
        Commitment of Assignor and the Commitment of Assignee, as well as administrative
        information with respect to Assignee.

       

      9.  THIS ASSIGNMENT
        AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
        OF
        THE STATE OF ILLINOIS.

       

      10.  Assignee
        hereby covenants and agrees that,
        prior to the date which is one year and one day after the payment in full
        of all
        senior indebtedness for borrowed money of Conduit, it will not institute
        against, or join any other Person in instituting against, Conduit any
        bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
        or other similar proceeding under the laws of the United States or any state
        of
        the United States.

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Assignment
        Agreement to be executed by their respective duly authorized officers of
        the
        date hereof.

       

      [ASSIGNOR]

       

      By:  ______________________         
        

      Title:______________________

       

      [ASSIGNEE]

       

      By:_______________________

      Title:______________________


      
        
          
          

        

        
          E-137

          
            

          

        

        
          
          

        

      


      


       

      SCHEDULE
        I TO ASSIGNMENT AGREEMENT

       

      LIST
        OF LENDING OFFICES, ADDRESSES

      FOR
        NOTICES AND COMMITMENT AMOUNTS

       

      Date:______________,
        _______

       

      Transferred
        Percentage: _________%

       

      

        
          	 	
                  A1

                	
                  A-2

                	
                  B-1

                	
                  B-2

                
	
                   

                  Assignor

                	
                   

                  Commitment
                    (prior to giving effect to the Assignment

                  Agreement)

                   

                   

                	
                   

                  Commitment
                    (after giving effect to the Assignment Agreement)

                	
                   

                  Outstanding
                    Capital (if any)

                	
                   

                  Ratable
                    Share of Outstanding Capital

                
	 	 	 	 	 


        

        


         

        
          	 	 	
                  A-2

                	
                  B-1

                	
                  B-2

                
	
                   

                  Assignee

                	 	
                   

                  Commitment
                    (after giving effect to the Assignment Agreement)

                   

                   

                   

                	
                   

                  Outstanding
                    Capital (if any)

                	
                   

                  Ratable
                    Share of Outstanding Capital

                
	 	 	 	 	 


        

      

       

      Address
        for
        Notices

       

      Attention:


      Phone:

      Fax:


      
        
          
          

        

        
          E-138

          
            

          

        

        
          
          

        

      


      


       

      SCHEDULE
        II TO
        ASSIGNMENT AGREEMENT

       

      EFFECTIVE
        NOTICE

      TO:  _______________________ ,
        Assignor

             
        _______________________

             
        _______________________

             
        _______________________

       

      TO: ________________________,
        Assignee

            
        ________________________

            
        ________________________

            
        ________________________

       

      The
        undersigned, as Agent under the Receivables Purchase Agreement
        dated as of April 8, 2004 by and among Truck Retail Accounts Corporation,
        a
        Delaware corporation, Navistar Financial Corporation, as Servicer, Jupiter
        Securitization Corporation, Bank One, NA (Main Office Chicago), as Agent,
        and
        the Financial Institutions party thereto, hereby acknowledges receipt of
        executed counterparts of a completed Assignment Agreement dated as of_________,
        ____ between________________, as Assignor, and _______________, as
        Assignee.   Terms defined in such Assignment Agreement are used herein
        as therein defined.

       

      1.  Pursuant
        to such Assignment Agreement, you
        are advised that the Effective Date will be ____________, _____.

       

      2.   Conduit
        hereby consents to the Assignment Agreement as required by Section 12.1(b)
        of
        the Receivables Purchase Agreement.

       

      [3.
        Pursuant to such Assignment Agreement, the Assignee is required
        to pay $_________ to Assignor at or before 12:00 noon (local time of Assignor)
        on the Effective Date in immediately available funds.]

       

      Very
        truly yours,

       

      BANK
        ONE, NA (MAIN OFFICE CHICAGO), 

      individually
        and as Agent

       

      By:  ______________________________  

      Title:______________________________                                                

                                



      
        
          
          

        

        
          E-139

          
            

          

        

        
          
          

        

      


      


       

      JUPITER
        SECURITIZATION CORPORATION

       

                                                
        By:  ________________________________

                                                                                                         
        Authorized Signatory


      
        
          
          

        

        
          E-140

          
            

          

        

        
          
          

        

      


      


       

      EXHIBIT
        VIII

       

      CREDIT
        AND
        COLLECTION POLICY

       

      SEE
        EXHIBIT V TO RECEIVABLES SALE AGREEMENT


      
        
          
          

        

        
          E-141

          
            

          

        

        
          
          

        

      


      


       

      EXHIBIT
        IX

       

      FORM
        OF
        CONTRACTS)

       

      SEE
        ATTACHED


      
        
          
          

        

        
          E-142

          
            

          

        

        
          
          

        

      


      


       

      TERMS
        AGREEMENT

       

      ____________________________________

      Buyer
        Name

       

      ____________________________________

      Address

       

      ____________________________________

      City,
        State. Zip

       

      Invoicing
        Terms

       

      _____________________________________
        (Buyer)
        from time to time orders various quantities of trucks from Navistar.   For
any
        and all trucks
currently on order and all future orders.  
Buyer
agrees
to
accept
        invoicing for Buyer's
account
upon
        completion of
        manufacture at Navistar's assembly plant.   Title to
        such trucks shall
pass to
Buyer upon
tender
of
invoice.

       

      It
        is understood that Buyer
will
take
        physical delivery
        of trucks subject to this Agreement at the first destination specified on
Buyer's
purchase
        order or on other written
        notification.

       

      Navistar
        will maintain
        responsibility for
the physical condition of such trucks until delivery is completed
        at the
designated delivery
        location.

       

       Payment
        Terms

       

      Account
        terms have been established upon acceptance of
        Buyer's order.

       

      A. 
Buyer
agrees
        that
        payment shall be due to Navistar  ______ days from date of factory invoice
        (build date). 

      B. 
Buyer
        agrees that
        payment shall be due to Navistar ______ days from date of delivery.

       

      While
        a late charge may be asessed from due date to actual date of
        payment, it is not intended for an late charge to be accepted in lieu of
        prompt
        payment. 

       

      This
        Agreement governs all purchases orders from the date hereof
        until canceled in writing by either party.    

       

      Acknowledged:

       

      By: ______________________________________

       

            
        ______________________________________

            
        Title

       

      Date:_____________________________________

       

       

      By: ______________________________________

              National
        Account Manager

             
        Navistar  International Transportation Corp

       


      
        
          
          

        

        
          E-143

          
            

          

        

        
          
          

        

      


      

        ADDITIONAL
          PROVISIONS OF
          SALE

        


        
          	
                  1.  

                	
                  The
                    trucks and equipment covered by this agreement will be invoiced
                    immediately upon completion of manufacture at assembly plant
                    and the title
                    shall pass to purchaser upon tender of
                    invoice.

                


        

        


        
          	
                  2.  

                	
                  The
                    seller will maintain responsibility for the physical condition
                    of the
                    trucks and equipment covered by this agreement until physical
                    delivery is
                    completed to the purchaser or his
                    agent.

                


        

        


        
          	
                  3.  

                	
                  While
                    a late charge may be assessed from due date to actual date of
                    payment, it
                    is not intended for late charges to be accepted in lieu of prompt
                    payment.

                


        

        


        
          	
                  4.  

                	
                  The
                    trade allowance set forth herein is based upon our appraisal
                    of the
                    trade-in referred to in its present mechanical condition, free
                    of all
                    liens, and with the equipment and attachments set forth upon
                    our appraisal
                    sheet.   Such trade-in shall be subject to reappraisal at
                    the time it is delivered to us and if it is reappraised at a
                    different
                    value than the trade allowance set forth herein, because of
                    difference in mechanical condition or because of removal or
                    substitution of equipment or parts or attachments, or because
                    it is
                    subject to a lien not set forth herein, the trade allowance shall
                    be
                    changed to such reappraised value and the difference between
                    the trade
                    allowance  set forth herein and the reappraised value, less any lien
                    not set forth herein, shall be paid in cash at the time that
                    the new
                    vehicle or vehicles covered by this proposal are delivered to
                    you.

                


        

        


        
          	
                  5.  

                	
                  You
                    agree to accept the goods covered by this proposal, as fulfillment
                    thereof, with such changes in design and materials, or either
                    of them,
                    that the manufacturer may make.

                


        

        


        
          	
                  6.  

                	
                  If
                    any sales or excise taxes now in effect shall be increased, any
                    new sales
                    excise, floor or processing taxes shall be imposed by federal,
                    state or
                    local laws, or if the amount of such tax actually due exceeds
                    the amount
                    specified in this proposal, you are to reimburse us for any and
                    all such
                    increased, or additional new, taxes that we may be required to
                    pay or to
                    reimburse others by reason of the manufacturer, importation,
                    purchase or
                    sale of the vehicles and equipment carried by this
                    proposal.

                


        

        


        
          	
                  7.  

                	
                  We
                    shall not be responsible for delays in transportation or to delay
                    the same
                    on time when prevented by strikes, fires or accidents, or by
                    the demand
                    exceeding the available supply, or by any other cause reasonable
                    beyond
                    our control.

                


        

        


        
          	
                  8.  

                	
                  The
                    limited warranties applicable to the vehicles described herein
                    are
                    Navistar International Corp’s standard printed warranties which are
                    incorporated herein by reference.

                


        

        


        NOTE:   Disclaimer.   The
          corporation’s standard printed warranties are in lieu of all other warranties,
          expressed or implied.   Navistar International Corp. specifically
          disclaims warranties of MERCHANTABILITY AND FITNESS FOR A
          PARTICULAR


        
          
            
            

          

          
            E-144

            
              

            

          

          
            
            

          

        


        PURPOSE,
          all other representations to the use/purchaser, and all other obligations
          or
          liabilities.  The corporation further excludes liability incidental or
          consequential damages, on the part of the corporation or seller. No person
          is
          authorized to give any other warranties or to assume any liabilities on
          the
          corporation or seller’s behalf unless made or assumed in writing by the
          corporation or the seller.

        


        NOTE:   Remedies
          under state law.  Some states do not allow the exclusion or limitation
          of incidental or consequential damages, so the above limitation or exclusion
          may
          not apply to you.    Navistar International Transportation
          Corp’s warranties give you specific legal rights and you may also have other
          legal rights which may vary from state to state.

        


        

          
            
              
              

            

            
              E-145

              
                

              

            

            
              
              

            

          



      

      EXHIBIT
        X

       

      FORM
        OF MONTHLY REPORT

       

      [To
        Be Attached]

       

       


      
        
          
          

        

        
          E-146

          
            

          

        

        
          
          

        

      

      Truck
        Retail Account
        Corporation

      Monthly
        Report
        For:   March 2004

      As
        of March 31,
        2004

      


      
        	
                I.

              	
                Receivables
                  Rollforward

              	 
	 	
                Beginning
                  Receivables

              	
                271,835,046

              
	 	
                Gross
                  Sales

              	
                105,089,715

              
	 	
                Additional
                  Post Invoice
                  Sales

              	
                95,403

              
	 	
                Total
                  Cash
                  Collections

              	
                (126,014,221)

              
	 	
                Dilution

              	
                (330,200)

              
	 	
                Charge-offs

              	
                0

              
	 	
                Recoveries

              	
                0

              
	 	
                Unapplied
                  Cash

              	
                0

              
	 	
                Other
                  Adjustments

              	
                0

              
	 	
                Total
                  Receivables

              	
                250,675,743

              


      

       

       

      
        	
                II.

              	
                Master
                  Aging
                  Schedule

              	
                Aging

              
	 	
                Current

              	
                165,875,499

              	
                66.17%

              
	 	
                1
–
30
                  days past
                  due

              	
                60,134,384

              	
                23.99%

              
	 	
                31
–
60
                  days  past
                  due

              	
                5,881,180

              	
                2.35%

              
	 	
                61
–
90
                  days  past
                  due

              	
                639,527

              	
                0.26%

              
	 	
                91
–
120
                  days past
                  due

              	
                981,840

              	
                0.39%

              
	 	
                >
120
                  days past
                  due

              	
                421,366

              	
                0.17%

              
	 	
                Future
                  (unapplied cash &
                  terms>30)

              	
                0

              	
                0.00%

              
	 	
                Non-Aged

              	
                36,991,108

              	
                14.76%

              
	 	
                Non-Aged
                  Credits

              	
                (20,012,163)

              	
                -7.98%

              
	 	
                Other
                  Credits & Unapplied
                  Cash

              	
                (236,906)

              	
                -0.09%

              
	 	
                     Total
                  Receivables

              	
                250,675,834

              	
                100.00%

              
	 	 	 	 
	 	
                UNRECONCILED
                  DIFFERENCE

              	
                (90)

              	 


      

       

      
 

      
        	 	
                Past
                  Due Aging Schedule of A’s
                  and B’s

              
	 	 	
                Aging

              
	 	
                Current

              	
                97,698,875

              	
                85.08%

              
	 	
                 1
–
30
                  days past
                  due

              	
                14,078,350

              	
                12.26%

              
	 	
                31
–
60
                  days  past
                  due

              	
                1,972,648

              	
                1.72%

              
	 	
                61
–
90
                  days  past
                  due

              	
                596,145

              	
                0.52%

              
	 	
                91
–
120
                  days past
                  due

              	
                329,934

              	
                0.29%

              
	 	
                >
120
                  days past
                  due

              	
                349,415

              	
                0.30%

              
	 	
                Credits
&
Unapplied
                  Cash

              	
                (192,897)

              	
                -0.17%

              
	 	
                     Total
                  Receivables

              	
                114,832,470

              	
                100.00%

              


      

       

      
 

      
        	 	
                Past
                  Invoice Aging Schedule of
                  C’s

              
	 	
                Current

              	
                Aging

              
	 	
                 1
–
30
                  days
                  past  invoice

              	
                63,157,101

              	
                53.38%

              
	 	
                31
–
60
                  days  past
                  invoice

              	
                48,198,057

              	
                40.74%

              
	 	
                61
–
90
                  days  past
                  invoice

              	
                5,863,897

              	
                4.96%

              
	 	
                91
–
120
                  days
                  past  invoice

              	
                137,584

              	
                0.12%

              
	 	
                >
120
                  days past
                  invoice

              	
                994,076

              	
                0.84%

              
	 	
                Credits
&
Unapplied
                  Cash

              	
                (44,009)

              	
                -0.04%

              
	 	
                     Total
                  Receivables

              	
                118,306,705

              	
                100.00%

              


      

      


      


      
        	
                III.

              	
                Eligible
                  Receivables

              	 
	 	
                Total
                  Receivables

              	 	
                250,675,743

              
	 	
                Minus:   A
&
                  B Receivables> 60 days past due

              	 	
                1,275,494

              
	 	
                        Total
                  B Receivables

              	
                105,835,211

              	 
	 	
                        Undelivered
                  B Receivables

              	
                68,607,238

              	 
	 	
                        25%
                  Haircut on Current undelivered B’s

              	 	
                17,151,809

              
	 	
                        10%
                  Haircut on B’s

              	 	
                10,583,521

              
	 	
                        25%
                  Haircut on 1-30dpi C’s

              	 	
                15,789,275

              
	 	
                        C
                  Receivables>90 days past invoice

              	 	
                1,131,660

              
	 	
                        Non-aged
                  (N) Receivables less N Credit

              	 	
                16,978,944

              
	 	
                        Contra-Accounts>
                  $500K

              	
                0

              	
                0

              
	 	
                        Non-Extended
                  Terms> 120 Days

              	 	
                0

              
	 	
                        Extended
                  Terms Receivables

              	 	
                0

              
	 	
                        U.S.
                  Government Receivables> 5%

              	
                1,100,776

              	
                0

              
	 	
                        Obligors
                  w/ 30%of A&B Rec’s>60 dpd (Note #1)

              	 	
                38,996

              
	 	
                        Obligors
                  w/ 30%of C’s Rec’s>90 dpi (Note #1)

              	 	
                0

              
	 	
                        Bankrupt
                  Obligors

              	 	
                0

              
	 	
                        Other
                  Ineligibles

              	 	
                0

              
	 	
                Eligible
                  Receivables
                  Balance

              	 	
                187,726,043

              
	 	 	 	 


      

       

      
        
          
          

        

        
          E-147

          
            

          

        

        
          
          

        

      

    

    
       

    

    
      
        	
                IV.

              	
                Capital
                  Availability

              	 
	 	
                Eligible
                  Receivables
                  Balance

              	 	
                187,726,043

              
	 	
                Minus:   Excess
                  Concentrations (see Section VI)

              	 	
                59,892,783

              
	 	
                        Cendant
                  excess concentration

              	 	
                0

              
	 	 	 	 
	 	
                Net
                  Receivable
                  Balance

              	 	
                127,833,260

              
	 	
                Minus:   Loss
                  Reserve Percentage X Net Receivables Bal (Note #2)

              	
                20.00%

              	
                25,566,652

              
	 	
                        Dilution
                  Reserve Percentage X Net Receivables Balance (Note
                  #3)

              	
                5.00%

              	
                6,391,663

              
	 	
                        Yield
                  & Servicing Reserve Percentage X Net Receivables Balance
                  (Note#4)

              	
                1.00%

              	
                1,278,333

              
	 	
                       
                  In the event of a Credit
                  Enhancement Trigger, the aggregate reserves would be the greater
                  of:

                    (a)
                  35% or
                  (b) the sum of the Loss, Dilution and Yield and Servicing
                  Reserve.

              	 	 
	 	
                       Total
                  Reserve Requirement

              	 	
                33,236,648

              
	 	 	 	 
	 	
                        Available
                  for Funding

              	 	
                94,596,613

              
	 	
                       Capital
                  Outstanding (cannot  exceed $100 million)

              	 	
                0

              
	 	 	 	 
	 	
                        Purchaser
                  Interest (cannot exceed 100%) (Note #5)

              	 	
                0.00%

              
	 	 	 	 
	 	
                        Amount
                  Available or Paydown Required

              	 	
                0

              
	 	 	 	 
	 	
                        AMOUNT
                  ADVANCED/PAID DOWN

              	 	
                0

              
	 	 	 	 
	 	
                Purchaser
                  Interest after
                  Draw/Paydown (cannot exceed 100%)

              	 	
                0.00%

              


      

       

      
 

      
        	
                V.

              	
                Compliance
                  (Note
                  #6)

              	 	
                Termination
                  Event?

              
	 	 	 	 	 	 
	 	
                3-Month
                  Average Dilution Ration
                  (cannot be greater than 2.5%)

              	 	 	
                0.13%

              	
                No

              
	 	 	
                Current
                  month dilution
                  ratio

              	
                0.25%

              	 	 
	 	 	
                One
                  month prior dilution
                  ratio

              	
                0.09%

              	 	 
	 	 	
                Two
                  month prior dilation
                  ratio

              	
                0.04%

              	 	 
	 	
                3-Month
                  Average Master Aging
                  Delinquency Ratio (cannot be greater than 5.5%)

              	 	 	
                 

                1.38%

              	
                 

                No

              
	 	 	
                Current
                  month delinquency
                  ratio

              	
                 0.81%

              	 	 
	 	 	
                One
                  month prior delinquency
                  ratio

              	
                 1.41%

              	 	 
	 	 	
                Two
                  month prior delinquency
                  ratio

              	
                 1.92%

              	 	 
	 	
                3-Month
                  Average Master Aging
                  Default Ratio (cannot be greater than 0.5%)

              	 	 	
                 

                0.89%

              	
                 

                No

              
	 	 	
                Current
                  month default
                  ratio

              	
                0.26%

              	 	 
	 	 	
                One
                  month prior
                  default  ratio

              	
                0.90%

              	 	 
	 	 	
                Two
                  month prior default
                  ratio

              	
                1.51%

              	 	 


      

       

      
 

      
        	
                VI.

              	
                Obligor
                  Concentration
                  Limits

              	 20.00%	 	 Loss
                Reserve
                Floor	 	 	 
	 	
                 

                Obligor
                  Name

              	
                 

                Obligor
                  Total

              	
                 

                Ineligibles

              	
                 

                Eligible
                  Receivables

              	
                Concentration
                  Limit
                  %

              	
                 

                Limit
                  Amount

              	
                 

                Excess
                  Concentration

              
	 	
                Anheuser
                  Bush, Inc. and
                  Affiliates

              	
                164,160

              	
                0

              	
                164,160

              	
                18.00%

              	
                33,790,688

              	
                0

              
	 	
                Walmart
                  Leasing and
                  Affiliates

              	
                13,590,288

              	
                1,432,695

              	
                12,157,594

              	
                18.00%

              	
                33,790,688

              	
                0

              
	 	
                PHH/Ameri
                  Gas And Affiliates
                  (Cendant)

              	
                4,710,826

              	
                376,480

              	
                4,334,346

              	
                10.00%

              	
                18,722,604

              	
                0

              
	 	
                Safeway
                  Stores

              	
                947,457

              	
                206,922

              	
                740,535,0

              	
                10.00%

              	
                18,722,604

              	
                0

              
	 	
                Sara
                  Lee and
                  Affiliates

              	
                0

              	
                0

              	
                0

              	
                10.00%

              	
                18,722,604

              	
                0

              
	 	
                Penske

              	
                63,181,606

              	
                2,845,277

              	
                60,336,329

              	
                6.67%

              	
                12,515,070

              	
                47,821,259

              
	 	
                Budget
                  (Cendant)

              	
                42,165,715

              	
                11,321,587

              	
                30,844,128

              	
                10.00%

              	
                18,772,604

              	
                12,071,524

              
	 	
                Ryder

              	
                18,367,117

              	
                1,765,665

              	
                16,601,452

              	
                10.00%

              	
                18,772,604

              	
                0

              
	 	
                Obligor
                  1

              	
                0

              	
                0

              	
                0

              	
                6.67%

              	
                12,515,070

              	
                0

              
	 	
                Obligor
                  2

              	
                0

              	
                0

              	
                0

              	
                6.67%

              	
                12,515,070

              	
                0

              
	 	
                TOTAL

              	
                143,127,169

              	
                17,948,626

              	
                125,178,543

              	 	 	
                59,892,783

              


      

    

     

     

    Notes:

    1
      ALL Receivables of any A & B Obligor for whom receivables
      greater than 60 dpd
constitute, in the
      aggregate, more than 30% of all Receivables of such
      Obligor.

    All
      Receivables of any C Obligor for whom receivables greater than 90
      dpi constitute, in the aggregate, more than 30% of all Receivables of such
      Obligor.

    2
      This reserve percentage is calculated dynamically based on recent
      portfolio performance.

    3
      This reserve percentage is calculated dynamically based on recent
      portfolio performance.

    4
      This reserve percentage a static percentage.

    5
      Purchaser Interest is defined as follows: Capital / NRB - (Reserve
      Percentage X NRB).

    6
      Dilution Ratio is defined as current month's dilution divided by
      sales 1-month prior, which cannot be greater than 2.5%

    Delinquency
      Ratio is defined as the aggregate Oustanding Balance of
      all Receivables that were greater than 60 days divided by the aggregate
      Outstanding Balance of all Receivables, which cannot be greater than 5.5%
      Default Ratio is defined as the sum of the aggregate Outstanding Balance of
      all
      Receivables unpaid for more than 90 but less than 121 days and the aggregate
      Oustanding Balance of all Receivables that

    became
      Charged-Off prior to 90 days past due divided by the aggregate
      Oustanding Balance of all Receivables, which cannot be greater than 4.5%

     

    The
      undersigned hereby represent and warrants that the foregoing is a
      true and accurate accounting with respect to the outstandings of March 31,
      2004
      in accordance with the Receivables Purchase Agreement date as of April 8, 2004
      and that all Representations and Warranties are restated and reaffirmed.

     

    
      Signed
        by:  /s/   ANDREW
        J.
        CEDEROTH

                                  Andrew
        J. Cederoth

                                  Vice
        President & Treasurer

    

    


    
      
        
          
          

        

        
          E-148

          
            

          

        

        
          
          

        

      

    

    


    


     

    EXHIBIT
      XI

     

    FORM
      OF WEEKLY
      REPORT

     

    [To
      Be
      Attached]

    


    
      
        
          
          

        

        
          E-149

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      XII

    FORM
      OF REDUCTION
      NOTICE

    TRUCK
      RETAIL
      ACCOUNTS CORPORATION

    REDUCTION
      NOTICE

    DATED                     ,
      20_

     

    Bank
      One, 

    NA
      (Main Office Chicago), 

    as
      Agent One Bank One Plaza, IL1-0079

    Chicago,
      Illinois 60670-0079

     

    Attention:
      Jupiter Administrator Ladies and Gentlemen:

     

    Reference
      is made to the Receivables Purchase Agreement dated as of
      April 8, 2004 (as amended, supplemented or otherwise modified from time to
      time,
      the "Receivables
      Purchase Agreement")
among Truck Retail Accounts Corporation (the "Seller"),
Navistar
      Financial
      Corporation., as initial Servicer, Jupiter Securitization Corporation, and
      Bank
      One, NA (Main Office Chicago), as Agent. Capitalized terms defined in the
      Receivables Purchase Agreement are used herein with the same meanings.

     

    The
      Seller hereby notifies the Agent that it wishes to make an
      Aggregate Reduction of $and that the Proposed Reduction Date for such

    Aggregate
      Reduction is, 20_, which gives effect to the Required
      Notice Period.

     

    IN
      WITNESS WHEREOF,
the Seller has caused this Reduction Notice to be executed and delivered
      as of the date first above written.

     

    TRUCK
      RETAIL ACCOUNTS CORPORATION, as Seller

     

    By:           
      

    Name:

    Title:

    


    
      
        
          
          

        

        
          E-150

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      A

    COMMITMENTS
      OF
      FINANCIAL INSTITUTIONS

     

    Financial
      Institution                                                                                                   
Commitment

    Bank
      One, NA (Main Office
      Chicago)                                                                                    $102,
      000,000

    


    
      
        
          
          

        

        
          E-151

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      B

     

    DOCUMENTS
      TO BE
      DELIVERED TO THE AGENT

     

    ON
      OR PRIOR TO THE
      INITIAL PURCHASE

     

    
       

       

              PART
        I:  
Documents to be Delivered in Connection with the Receivables Sale
        Agreement.  

       

             1.  
Executed
        copies of the Receivables Sale Agreement, duly executed by the parties
        thereto

       

             2. 
Copy
        of the Resolutions
        of the Board of Directors of Transferor certified by its Secretary, authorizing
        Transferor's execution, delivery and performance of the Receivables Sale
        Agreement and the other documents to be delivered by it thereunder.

    

     

    3.  Articles or
      Certificate of Incorporation of Transferor certified by the Secretary of State
      of the jurisdiction of incorporation of Transferor on or within thirty (30)
      days
      prior to the initial Purchase (as defined in the Receivables Sale
      Agreement).

     

    4.  Good Standing
      Certificate for Transferor issued by the Secretaries of State of its state
      of
      incorporation and each jurisdiction where it has material operations, each
      of
      which is listed below:

     

    a.  

     

    b.  

     

    5.  A certificate of
      the Secretary of Transferor certifying: (i) the names and signatures of the
      officers authorized on its behalf to execute the Receivables Sale Agreement
      and
      any other documents to be delivered by it thereunder and (ii) a copy of
      Transferor's By-Laws.

     

    6.  Pre-filing state
      and federal tax lien, judgment lien and UCC lien searches against Transferor
      from the following jurisdictions:

     

    a.  Delaware

     

    b.  Illinois

     

    7.  Copies of proper
      financing statements, duly filed under the UCC on or before the date of the
      initial Purchase (as defined in the Receivables Sale Agreement) in all
      jurisdictions as may be necessary or, in the opinion of Seller (or its assigns),
      desirable, under the UCC of all appropriate jurisdictions or any comparable
      law
      in order to perfect the ownership interests contemplated by the Receivables
      Sale
      Agreement.

     

    8.  Copies of proper
      UCC termination statements, if any, necessary to release all security interests
      and other rights of any Person in the Receivables, Contracts or Related Security
      previously granted by Transferor.

    


    
      
        
          
          

        

        
          E-152

          
            

          

        

        
          
          

        

      

    

     

     

    9.  Executed Lock-Box
      Account Agreements for each Lock-Box and Blocked Account Agreements for each
      Blocked Account.

     

    10.  A favorable
      opinion of legal counsel for Transferor reasonably acceptable to Seller (or
      its
      assigns) which addresses the following matters and such other matters as Seller
      (or its assigns) may reasonably request:

     

    --Transferor
      is a corporation duly incorporated, validly existing,
      and in good standing under the laws of its state of incorporation.

     

    --Transferor
      has all requisite authority to conduct its business in
      each jurisdiction where failure to be so qualified would have a material adverse
      effect on Transferor's business.

     

    --The
      execution and delivery by Transferor of the Receivables Sale
      Agreement and each other Transaction Document to which it is a party and its
      performance of its obligations thereunder have been duly authorized by all
      necessary corporate action and proceedings on the part of Transferor and will
      not:

     

    (a)  require any
      action by or in respect of, or filing with, any governmental body, agency or
      official (other than the filing of UCC financing statements);

     

    (b)  contravene, or
      constitute a default under, any provision of applicable law or regulation or
      of
      its articles or certificate of incorporation or bylaws or of any agreement,
      judgment, injunction, order, decree or other instrument binding upon Transferor;
      or

     

    (c)  result in the
      creation or imposition of any Adverse Claim on assets of Transferor or any
      of
      its Subsidiaries (except as contemplated by the Receivables Sale
      Agreement).

     

    --The
      Receivables Sale Agreement and each other Transaction Document
      to which it is a party has been duly executed and delivered by Transferor and
      constitutes the legal, valid, and binding obligation of Transferor enforceable
      in accordance with its terms, except to the extent the enforcement thereof
      may
      be limited by bankruptcy, insolvency or similar laws affecting the enforcement
      of creditors' rights generally and subject also to the availability of equitable
      remedies if equitable remedies are sought.

     

    -  -The
      provisions of the Receivables Sale Agreement are effective to create a valid
      security interest in favor of Seller in all Receivables and upon the filing
      of
      financing statements, Seller shall acquire a first priority, perfected security
      interest in such Receivables.

     

    -  -To
      the best of the opinion giver's knowledge, there is no action, suit or other
      proceeding against Transferor or any Affiliate of Transferor, which would
      materially adversely affect the business or financial condition of Transferor
      and its Affiliates taken as a whole or which would materially adversely affect
      the ability of Transferor to perform its obligations under the Receivables
      Sale
      Agreement.

     

    11.  A
      "true sale" opinion
      and "substantive
      consolidation"
opinion of counsel for Transferor with respect to the transactions
      contemplated by the Receivables Sale Agreement.

    


    
      
        
          
          

        

        
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              12.  A
      Compliance
      Certificate.

     

    13.  Executed copies
      of (i) all consents from and authorizations by any Persons and (ii) all waivers
      and amendments to existing credit facilities, that are necessary in connection
      with the Receivables Sale Agreement.

     

    14.  Executed copies
      of the Subordinated Note (as defined in the Receivables Sale Agreement) by
      Seller in favor of Transferor.

     

    PART
      II: Documents to Be Delivered in Connection with the
      Agreement

     

    1.  Executed
      copies of the Agreement, duly executed by the parties thereto.

     

               
2.  Copy
      of the
      Resolutions of the Board of Directors of each Seller Party certified by its
      Secretary authorizing such Person's execution, delivery and performance of
      this
      Agreement and the other documents to be delivered by it hereunder.

     

    3.  Articles
      or Certificate of Incorporation of each Seller Party certified by the Secretary
      of State of its jurisdiction of incorporation on or within thirty (30) days
      prior to the initial Incremental Purchase.

     

     
4.  Good Standing
      Certificate for each Seller Party issued by the
      Secretaries of State of its state of incorporation and each jurisdiction where
      it has material operations, each of which is listed below:

     

    a.  Seller:

     

    b.  Servicer:

     

    5.  A
      certificate of the Secretary of each Seller Party certifying (i) the names
      and
      signatures of the officers authorized on its behalf to execute this Agreement
      and any other documents to be delivered by it hereunder and (ii) a copy of
      such
      Person's By-Laws.

     

    6.  Pre-filing
      state and federal tax lien, judgment lien and UCC lien searches against each
      Seller Party from the following jurisdictions:

     

    a.  Seller: Delaware
      and Illinois

     

    b.  Servicer:
      Delaware and Illinois

     

    7.  Copies
      of proper financing statements, duly filed under the UCC on or before the date
      of the initial Incremental Purchase in all jurisdictions as may be necessary
      or,
      in the opinion of the Agent, desirable, under the UCC of all appropriate
      jurisdictions or any comparable law in order to perfect the ownership interests
      contemplated by this Agreement.

    


    
      
        
          
          

        

        
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    8.  Copies
      of proper UCC termination statements, if any, necessary to release all security
      interests and other rights of any Person in the Receivables, Contracts or
      Related Security previously granted by Seller.

     

    9.  Executed
      copies of Lock-Box Account Agreements for each Lock-Box and Blocked Account
      Agreements for each Blocked Account.

     

     10.  A
      favorable opinion of legal counsel for the Seller Parties reasonably acceptable
      to the Agent which addresses the following matters and such other matters as
      the
      Agent may reasonably request:

     

    --Each
      Seller Party is a corporation duly incorporated, validly
      existing, and in good standing under the laws of its state of
      incorporation.

     

    --Each
      Seller Party has all requisite authority to conduct its
      business in each jurisdiction where failure to be so qualified would have a
      material adverse effect on such Person's business.

     

    --The
      execution and delivery by each Seller Party of this Agreement
      and each other Transaction Document to which it is a party and its performance
      of its obligations thereunder have been duly authorized by all necessary
      corporate action and proceedings on the part of such Person and will not:

     

    (a)  require any
      action by or in respect of, or filing with, any governmental body, agency or
      official (other than the filing of UCC financing statements);

     

    (b)  contravene, or
      constitute a default under, any provision of applicable law or regulation or
      of
      its articles or certificate of incorporation or bylaws or of any agreement,
      judgment, injunction, order, decree or other instrument binding upon such
      Person; or

     

    (c)  result in the
      creation or imposition of any Adverse Claim on assets of such Person or any
      of
      its Subsidiaries (except as contemplated by this Agreement).

     

    --This
      Agreement and each other Transaction Document to which such
      Person is a party has been duly executed and delivered by such Person and
      constitutes the legal, valid, and binding obligation of such Person, enforceable
      in accordance with its terms, except to the extent the enforcement thereof
      may
      be limited by bankruptcy, insolvency or similar laws affecting the enforcement
      of creditors' rights generally and subject also to the availability of equitable
      remedies if equitable remedies are sought.

     

    --The
      provisions of the Agreement are effective to create a valid
      security interest in favor of the Agent for the benefit of the Purchasers in
      all
      Receivables, and upon the filing of financing statements, the Agent for the
      benefit of the Purchasers shall acquire a first priority, perfected security
      interest in such Receivables.

     

    --To
      the best of the opinion giver's knowledge, there is no action,
      suit or other proceeding against any Seller Party or any of their respective
      Affiliates, which would materially adversely affect the business or financial
      condition of such Person and its Affiliates taken as a

    


    
      
        
          
          

        

        
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    whole
      or which would materially adversely affect the ability of such
      Person to perform its obligations under any Transaction Document to which it
      is
      a party.

     

     11.
      If requested by Conduit or the Agent, a favorable
      opinion of legal counsel for each Financial Institution, reasonably acceptable
      to the Agent which addresses the following matters:

     

    -  -This
      Agreement has been duly authorized by all necessary corporate action of such
      Financial Institution.

     

    -  -This
      Agreement has been duly executed and delivered by such Financial Institution
      and, assuming due authorization, execution and delivery by each of the other
      parties thereto, constitutes a legal, valid and binding obligation of such
      Financial Institution, enforceable against such Financial Institution in
      accordance with its terms.

     

    12.  A
      Compliance Certificate.

     

    13.  The
      Fee Letter.

     

    14.  A
      Monthly Report as of March 31,
      2004.

     

    15.   Executed
      copies of (i) all consents from and authorizations by any Persons and (ii)
      all
      waivers and amendments to existing credit facilities, that are necessary in
      connection with this Agreement.

     

    16.  Officer's
      Certificate Re: Recycled
      SPVs.

    


    
      
        
          
          

        

        
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