exhibit10_113.htm


     

    
      EXECUTION
        COPY

      


       

      
        RECEIVABLES
          SALE
          AGREEMENT

        


        dated
          as of April 8,
          2004

        


         

        between

        


        


        NAVISTAR
          FINANCIAL
          CORPORATION,

        as
          Transferor

        


        and

         

      

      
        TRUCK
          RETAIL ACCOUNTS
          CORPORATION,

        as
          Transferee

        


         

      

      
        
           

        

        
          E-157

          
            

          

        

        
           

        

      

       

       

       

      
      

      
      

      
      

      
      

      
      

      
      

      
      

      
Exhibits
        and
        Schedules

      


      Exhibit
        I                              
                 Definitions

      


      
        	
                 

              	
                Exhibit
                  II

              	
                -

              	
                Principal
                  Place of Business; Location(s) of Records; Organizational and Federal
                  Employer Identification Numbers; Other
                  Names

              


      

      


      
        	
                 

              	
                
                  Exhibit
                    III

                

              	
                Lock-Boxes;
                  Lock-Box Accounts; Lock-Box Banks; Blocked Accounts; Blocked Account
                  Banks

              


      

      


      Exhibit
        IV                             
               
Form of Compliance Certificate

      


      Exhibit
        V                            
                 
Credit and Collection Policy

      


      Exhibit
        VI                           
                 
Form of Subordinated Note

      


      Schedule
        2.1(e)                 
                  Disclosed
        Matters

      


      
        	
                Schedule
                  A

              	
                List
                  of Documents to Be Delivered to Transferee Prior to the
                  Initial  Purchase

              


      

      


       

      
         

        
          E-158

          
            

          

        

        
          
          

        

      


      RECEIVABLES
        SALE
        AGREEMENT

      


       

      THIS
        RECEIVABLES SALE
        AGREEMENT, dated as of April 8, 2004, is by and between NAVISTAR
        FINANCIAL CORPORATION, a Delaware corporation (“Transferor”), and
        TRUCK RETAIL ACCOUNTS CORPORATION, a Delaware corporation (“Transferee”).  Unless
        defined elsewhere herein, capitalized terms used in this Agreement shall
        have
        the meanings assigned to such terms in Exhibit I hereto (or, if not defined
        in
        Exhibit I hereto, the meanings assigned to such terms in Exhibit I to the
        Purchase Agreement referenced below).

       

      PRELIMINARY
        STATEMENTS

       

      Transferor
        now owns, and from time to time hereafter will own,
        Receivables.  Transferor wishes to sell and assign to Transferee, and
        Transferee wishes to purchase from Transferor, all of Transferor’s right, title
        and interest in and to such Receivables, together with the Related Security
        and
        Collections with respect thereto.

       

      Transferor
        and Transferee intend the transactions contemplated hereby to be true sales
        of
        the Receivables, Related Security and Collections from Transferor to Transferee,
        providing Transferee with the full benefits of ownership thereof, and Transferor
        and Transferee do not intend these transactions to be, or for any purpose
        to be
        characterized as, loans from Transferee to Transferor.

       

      Following
        each acquisition by Transferee of Receivables, Related Security and Collections
        from Transferor, Transferee will convey undivided interests therein to Bank
        One,
        NA (Main Office Chicago), as agent (together with its successors in such
        capacity, the “Agent”), for
        the
        benefit of Jupiter Securitization Corporation, a Delaware corporation (“Conduit”), and/or
        certain financial institutions (together with Conduit, the “Purchasers”),
        pursuant to that certain Receivables Purchase Agreement dated as of April
        8,
        2004 by and among Transferee, as Seller, Transferor, as initial Servicer,
        the
        Purchasers and the Agent (as the same may from time to time hereafter be
        amended, restated or otherwise modified from time to time, the “Purchase
        Agreement”).

       

      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

       

      AMOUNTS
        AND TERMS OF THE PURCHASES

       

      Section
        1.1                                Purchases of
        Receivables.

       

      (a)           In
        consideration for the Purchase Price and upon the terms and subject to the
        conditions set forth herein, Transferor does hereby sell, assign, transfer,
        set-over and otherwise convey to Transferee, without recourse (except to
        the
        extent

       


      
         

        
          E-159

          
            

          

        

        
          
          

        

      

       

      expressly
        provided herein), and Transferee does hereby purchase from Transferor, all
        of
        Transferor’s right, title and interest in and to all Receivables existing as of
        the close of business on the last Business Day of the week then most recently
        ended (each such last Business Day, a “Cutoff Date”),
        together with all Related Security relating thereto and all Collections
        thereof.  Each Purchase shall be made on the related Transfer Date,
        and Transferee shall be obligated to pay the Purchase Price for the Receivables
        purchased hereunder on each Transfer Date in accordance with Section
        1.2.  In connection with payment of the Purchase Price for any
        Receivables purchased hereunder, Transferee may request that Transferor deliver,
        and Transferor shall deliver, such approvals, opinions, information, reports
        or
        documents as Transferee may reasonably request as are customary in similar
        transactions in order to protect the interests of Transferee (and its assigns)
        under or as contemplated in this Agreement or the other Transaction
        Documents.

       

      (b)           It
        is the intention of the parties hereto that each sale of Receivables made
        hereunder shall constitute a true sale which is absolute and irrevocable
        and
        provides Transferee with the full benefits of ownership of the Receivables
        and
        the associated Related Security and Collections.  Except for the
        Purchase Price Credits owed pursuant to Section 1.3, each
        Purchase hereunder is made without recourse to Transferor; provided, however,
        that (i)
        Transferor shall be liable to Transferee for all representations, warranties,
        covenants and indemnities made by Transferor pursuant to the terms of the
        Transaction Documents to which Transferor is a party, and (ii) no Purchase
        shall
        constitute or is intended to result in an assumption by Transferee or any
        assignee thereof of any obligation of Transferor or any other Person arising
        in
        connection with the Receivables, the related Contracts and/or other Related
        Security or any other obligations of Transferor.  In view of the
        intention of the parties hereto that each sale of Receivables made hereunder
        on
        a Transfer Date shall constitute a sale of such Receivables rather than a
        loan
        secured thereby, Transferor agrees that it will, on or prior to the date
        hereof
        and in accordance with Section 4.1(e)(ii),
        note in its financial statements that its Receivables have been sold to
        Transferee (and its assigns).  Upon the request of Transferee or the
        Agent (as Transferee’s assignee), Transferor will file and/or authorize the
        filing of such financing or continuation statements, or amendments thereto
        or
        assignments thereof, and such other instruments or notices as may be necessary
        or appropriate to perfect and maintain the perfection of Transferee’s ownership
        interest in the Receivables and the Related Security and Collections with
        respect thereto, or as Transferee or the Agent (as Transferee’s assignee) may
        reasonably request.

       

      Section
        1.2                                Payment for the
        Purchases.

       

      (a)           The
        Purchase Price for each Purchase of Receivables shall be payable in full
        by
        Transferee to Transferor on the applicable Transfer Date, and shall be paid
        to
        Transferor in the following manner:

       


      
        
          
          

        

        
          E-160

          
            

          

        

        
          
          

        

      


      (i)           in
        immediately available funds; and/or

       

      (ii)           from
        the proceeds of a subordinated loan made by Transferor to Transferee (each,
        a
“Subordinated
        Loan”) in an amount not to exceed the lesser of (A) the remaining unpaid
        portion of such Purchase Price, or (B) an amount not to exceed an amount
        that
        would result in the shareholder’s equity of the Transferee being less than the
        sum of (1) the Loss Reserve (calculated using a Loss Percentage equal to
        1.5
        multiplied by the Loss Ratio multiplied by the Loss Horizon), (2) the Yield
        Reserve and (3) the Servicing Reserve.

       

      Transferor
        is hereby authorized by Transferee to endorse on the schedule attached to
        the
        Subordinated Note (or otherwise in accordance with its customary practices
        for
        advances to its Affiliates) an appropriate notation evidencing the date and
        amount of each advance thereunder, as well as the date of each payment with
        respect thereto, provided that the failure to make such notation shall not
        affect any obligation of Transferee thereunder.  Subject to the
        limitations set forth in Section 1.2(a)(ii),
        Transferor irrevocably agrees to advance each Subordinated Loan requested
        by
        Transferee on or prior to the Termination Date.  The Subordinated
        Loans shall be evidenced by, and shall be payable in accordance with the
        terms
        and provisions of, the Subordinated Note.

       

      (b)           From
        and after the Termination Date, Transferor shall not be obligated to (but
        may,
        at its option) sell Receivables to Transferee.

       

      Section
        1.3                                Purchase Price
        Credit
        Adjustments.

       

        If
        on any day:

       

      (a)           the
        Outstanding Balance of a Receivable is:

       

      (i)           reduced,
        in whole or in part, as a result of any defective or rejected or returned
        goods
        or services, any discount or any adjustment or otherwise by Transferor (other
        than cash Collections received on account of such Receivables or a write-off
        of
        all or any portion of its Outstanding Balance as uncollectible),

       

      (ii)           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

       

      (b)           any
        of the representations and warranties set forth in Section 2.2 are not
        true when made or deemed made with respect to any Receivable,

       

      then,
        in
        such event, Transferee shall be entitled to a credit (each, a “Purchase Price
        Credit”) against the Purchase Price otherwise payable hereunder on the
        next succeeding Transfer Date equal to:

       


      
        
          
          

        

        
          E-161

          
            

          

        

        
          
          

        

      


      (i)           in
        the case of a partial reduction under clause (a)(i) or (a)(ii) above, in
        the
        amount of such reduction, and

       

      (ii)           in
        all other cases, in the amount of the Outstanding Balance of such Receivable
        (calculated before giving effect to the applicable total reduction or
        cancellation).

       

      If
        such
        Purchase Price Credit exceeds the Purchase Price of the Receivables being
        purchased on the next succeeding Transfer Date, then Transferor shall pay
        the
        remaining amount of such Purchase Price Credit in cash on such Transfer Date,
        provided that
        if the Termination Date has not occurred, Transferee shall be allowed to
        deduct
        the remaining amount of such Purchase Price Credit from any indebtedness
        it owes
        to Transferor under the Subordinated Note.  Upon payment of the
        Purchase Price Credit either as an offset to the Purchase Price of Receivables
        or in cash with respect to any Receivable for which such Purchase Price Credit
        equals the Outstanding Balance of such Receivable, such Receivable shall
        be
        deemed to be transferred from the Transferee to the Transferor and shall
        become
        the property of the Transferor for all purposes.  With respect to any
        Receivable for which such Purchase Price Credit paid either as an offset
        to the
        Purchase Price of Receivables or in cash is less than the Outstanding Balance
        of
        such Receivable, the Transferor 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 Purchase Price Credit.

       

      Section
        1.4                                Payments and Computations,
        Etc

       

      .  All
        amounts to be paid or deposited by Transferee hereunder shall be paid or
        deposited in accordance with the terms hereof on the day when due in immediately
        available funds to the account designated from time to time by
        Transferor.  In the event that any payment owed by any Person
        hereunder becomes due on a day that is not a Business Day, then such payment
        shall be made on the next succeeding Business Day.  If any Person
        fails to pay any amount hereunder when due, such Person agrees to pay, on
        demand, interest thereon at the Default Rate until paid in full; provided, however,
        that the
        Default Rate shall not at any time exceed the maximum rate permitted by
        applicable law.  All computations of interest payable hereunder shall
        be made on the basis of a year of 360 days for the actual number of days
        (including the first but excluding the last day) elapsed.

       

      Section
        1.5                                Transfer of
        Records.

       

      (a)           In
        connection with each Purchase of Receivables hereunder, Transferor hereby
        sells,
        transfers, assigns and otherwise conveys to Transferee all of Transferor’s right
        and title to and interest in the Records relating to all Receivables sold
        hereunder, without the need for any further documentation in connection with
        such Purchase.  In connection with such transfer, Transferor hereby
        grants to each of Transferee, the Agent and the Servicer an irrevocable,
        non-exclusive license to use, without royalty or payment of any kind, all
        software used by Transferor to account for the Receivables, to the extent
        necessary to

       


      
        
          
          

        

        
          E-162

          
            

          

        

        
          
          

        

      


      administer
        the Receivables, whether such software is owned by Transferor or is owned
        by
        others and used by Transferor under license agreements with respect thereto,
        provided that
        should the consent of any licensor of such software be required for the grant
        of
        the license described herein, to be effective, Transferor hereby agrees that,
        upon the request of Transferee (or the Agent, as Transferee’s assignee),
        Transferor will use its commercially reasonable efforts to obtain the consent
        of
        such third-party licensor.  The license granted hereby shall be
        irrevocable until the indefeasible payment in full of the Aggregate Unpaids
        and
        shall terminate on the date this Agreement terminates in accordance with
        its
        terms.

       

      (b)           Transferor
        (i) shall take such action requested by Transferee and/or the Agent (as
        Transferee’s assignee), from time to time hereafter, that may be necessary or
        appropriate to ensure that Transferee and its assigns under the Purchase
        Agreement have an enforceable ownership interest in the Records relating
        to the
        Receivables purchased from Transferor hereunder, and (ii) shall use its
        commercially reasonable efforts to ensure that Transferee, the Agent and
        the
        Servicer each has an enforceable right (whether by license or sublicense
        or
        otherwise) to use all of the computer software used to account for the
        Receivables and/or to recreate such Records to the extent necessary or
        reasonably desirable to service the Receivables or exercise any right of
        the
        Transferee (or its assigns) hereunder with respect to such
        Receivables.

       

      Section
        1.6                                Characterization.

       

        If,
        notwithstanding the intention of the parties expressed in Section 1.1(b), any
        sale by Transferor to Transferee of Receivables hereunder shall be characterized
        as a secured loan and not a sale or such sale shall for any reason be
        ineffective or unenforceable, then this Agreement shall be deemed to constitute
        a security agreement under the UCC and other applicable law.  For this
        purpose and without being in derogation of the parties’ intention that each sale
        of Receivables hereunder shall constitute a true sale thereof, Transferor
        hereby
        grants to Transferee a duly perfected security interest in all of Transferor’s
        right, title and interest in, to and under all Receivables now existing and
        hereafter arising, all Related Security and Collections, all other rights
        and
        payments relating to the Receivables and all proceeds of the foregoing (other
        than the Purchase Price) to secure the prompt and complete payment of a loan
        deemed to have been made in an amount equal to the aggregate Purchase Price
        of
        all outstanding Receivables together with all other obligations of Transferor
        hereunder, which security interest shall be prior to all other Adverse Claims
        thereto.  Transferee and its assigns shall have, in addition to the
        rights and remedies which 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.

       


      
        
          
          

        

        
          E-163

          
            

          

        

        
          
          

        

      


      ARTICLE
        II

       

      REPRESENTATIONS
        AND WARRANTIES

       

      Section
        2.1                                General Representations
        and
        Warranties of Transferor.

       

        Transferor
        hereby represents and warrants to Transferee on the date hereof and on each
        Transfer Date that:

       

      (a)           Organization;
        Powers

       

      .  Transferor
        is duly organized, validly existing and in good standing (to the extent such
        requirement shall be applicable) under the laws of the jurisdiction of its
        organization, has all requisite corporate power and authority to carry on
        its
        business as now conducted and, except where the failure to do so, individually
        or in the aggregate, would not reasonably be expected to result in a Material
        Adverse Effect, is qualified to do business in, and is in good standing in,
        every jurisdiction where such qualification is required.

       

      (b)           Authorization
        and
        Enforceability

       

      .  The
        Transactions are within Transferor’s corporate powers and have been duly
        authorized by all necessary corporate and, if required, stockholder
        action.  This Agreement has been duly executed and delivered by
        Transferor and constitutes a legal, valid and binding obligation of Transferor,
        enforceable in accordance with its terms, subject to applicable bankruptcy,
        insolvency, reorganization, moratorium or other laws affecting creditors’ rights
        generally and subject to general principles of equity, regardless of whether
        considered in a proceeding in equity or at law

       

      (c)           Governmental
        Approvals; No
        Conflicts

       

      .  Other
        than the filing of the financing statements required hereunder, the Transactions
        (i) 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 Transferor in the ordinary course of business
        and (C) such filings as may be required under federal and state securities
        laws
        for purposes of disclosure, (ii) will not violate any applicable law or
        regulation or any order of any Governmental Authority, (iii) will not violate
        or
        result in a default under any indenture, agreement or other instrument binding
        upon Transferor or its assets, or give rise to a right thereunder to require
        any
        payment to be made by Transferor, (iv) will not violate the charter, by-laws
        or
        other organizational documents of Transferor, and (v) will not result in
        the
        creation or imposition of any Adverse Claim on any asset of Transferor except
        for the ownership interest in the Receivables, Related Security and Collections
        conveyed hereunder and, with respect to clauses (i), (ii), (iii) and (v),
        except
        as would not reasonably be expected to result in a Material Adverse
        Effect.  No transaction contemplated hereby requires compliance with
        any bulk sales act or similar law

       


      
        
          
          

        

        
          E-164

          
            

          

        

        
          
          

        

      


      .(d)           Compliance
        with Laws and Agreements

       

      .  Each
        of Transferor and its Subsidiaries is in compliance with all laws, regulations
        and orders of any Governmental Authority applicable to it or its property
        and
        all indentures, agreements and other instruments binding upon it or its
        property, except where the failure to do so, individually or in the aggregate,
        would not reasonably be expected to result in a Material Adverse
        Effect.  No Termination Event has occurred and is
        continuing.

       

      (e)          Litigation

       

      .  There
        are no actions, suits or proceedings by or before any arbitrator or Governmental
        Authority pending against or, to the knowledge of Transferor, threatened
        against
        or affecting Transferor or any of its Subsidiaries (a)  which would
        reasonably be expected to result in an adverse determination and that, if
        adversely determined, would reasonably be expected, individually or in the
        aggregate, to result in a Material Adverse Effect (other than the Disclosed
        Matters) or (b) that involve this Agreement or the
        Transactions.

       

       (f)         Disclosure

       

      .  Transferor
        has disclosed to Transferee, the Agent and the Purchasers all matters known
        to
        it that, individually or in the aggregate, would reasonably be expected to
        result in a Material Adverse Effect.  None of the reports, financial
        statements, certificates or other information furnished by or on behalf of
        Transferor to Transferee (or the Agent or any Purchaser) in connection with
        the
        negotiation of this Agreement or delivered hereunder (as modified or
        supplemented by other information so furnished) contains any material
        misstatement of fact or omits to state any material fact necessary to make
        the
        statements therein, in the light of the circumstances under which they were
        made, not misleading; provided that, with respect to projected financial
        information, Transferor represents only that such information was prepared
        in
        good faith based upon assumptions believed to be reasonable at the
        time.

       

      (g)           Places
        of Business and
        Locations of Records

       

      .  Transferor
        is incorporated under the laws of Delaware.  The chief executive
        office of Transferor and the offices where it keeps all of its Records are
        located at the addresses listed on Exhibit II or such
        other locations of which Transferee has been notified in accordance with
Section 4.2(a) (other
        than Records in transit to any such location) in jurisdictions where all
        action
        required by Section
        4.2(a) has been taken and completed.  Transferor’s
        Organizational and Federal Employer Identification Numbers are correctly
        set
        forth on Exhibit
        II.

       

      (h)           Collections

       

      .  The
        conditions and requirements set forth in Section 4.1(l) have
        at all times been satisfied and duly performed in all material
        respects.  The names and addresses of all Lock-Box Banks and Blocked
        Account Banks, together with the account numbers of the Blocked Accounts
        and
        Lock-Box Accounts at each Blocked Account Bank and Lock-Box Bank, respectively,
        and the post office box number of each Lock-Box, are listed on Exhibit
        III.  Transferor has not granted any Person, other than the Transferee
        (and its assigns) dominion and control of any Lock-Box, Lock-Box Account
        or
        Blocked Account, or the right to take dominion

       


      
        
          
          

        

        
          E-165

          
            

          

        

        
          
          

        

      


      and
        control of any such Lock-Box, Lock-Box Account or Blocked Account at a future
        time or upon the occurrence of a future event.

       

      (i)           Material
        Adverse
        Effect

       

      .  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.

       


      
        
          
          

        

        
          E-166

          
            

          

        

        
          
          

        

      


      (j)           Taxes

       

      .  Transferor
        and its Subsidiaries have timely filed or caused to be filed all Tax returns
        and
        reports required to have been filed and has paid or caused to be paid all
        Taxes
        required to have been paid by it, except (a) Taxes that are being contested
        in good faith by appropriate proceedings and for which Transferor or such
        Subsidiary, as applicable, has set aside on its books adequate reserves with
        respect thereto in accordance with GAAP or (b) to the extent that the
        failure to do so would not reasonably be expected to result in a Material
        Adverse Effect.

       

      (k)           Names

       

      .  In
        the past five (5) years, Transferor 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 Exhibit
        II.

       

      (l)           Ownership
        of  Transferee

       

      .  Transferor
        owns, directly or indirectly, 100% of the issued and outstanding capital
        stock
        of Transferee, free and clear of any Adverse Claim other than the 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 Transferee.

       

      (m)           Investment
        and Holding
        Company Status

       

      .Transferor
        is not (a) an “investment company” as defined in, or subject to regulation
        under, the Investment Company Act of 1940, as amended or (b) a “holding
        company” as defined in, or subject to regulation under, the Public Utility
        Holding Company Act of 1935, as amended.

       

      Section
        2.2                                Representations
        and
        Warranties of Transferor with Respect to the Receivables.

       

      Transferor
        hereby represents and warrants to Transferee on each Transfer Date
        that:

       

      (a)           Enforceability
        of
        Contracts

       

      .  Each
        Contract with respect to each  Receivable being sold on such Transfer
        Date 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).

       


      
        
          
          

        

        
          E-167

          
            

          

        

        
          
          

        

      


      


       

      (b)           Eligible
        Receivables

       

      Each
        Receivable included in the Net Receivables Balance as an Eligible Receivable
        was
        an Eligible Receivable on its applicable Transfer Date.

       

      (c)           Compliance
        with Credit and
        Collection Policy

       

      .  Transferor
        has complied in all material respects with the Credit and Collection Policy
        with
        regard to each Receivable being sold on such Transfer Date and the related
        Contract, and has not made any change to such Credit and Collection Policy,
        except such material change as to which Transferee (and the Agent, as its
        assignee) has been notified in accordance with Section 4.1(a)(vii) and as
        otherwise permitted pursuant to Section 4.2(c).

       

      (d)           Payments
        to
        Transferor

       

      .  With
        respect to each Receivable transferred to Transferee on such Transfer Date,
        the
        Purchase Price received by Transferor constitutes reasonably equivalent value
        in
        consideration therefor and such transfer was not made for or on account of
        an
        antecedent debt.  The sale of each such Receivable to Transferee on
        such Transfer Date is not voidable under any section of the Bankruptcy Reform
        Act of 1978 (11 U.S.C. §§ 101 et seq.), as
        amended.

       

      (e)           Good
        Title

       

      .  With
        respect to each Receivable transferred to Transferee on such Transfer Date,
        immediately prior to such Transfer, Transferor (i) is the legal and beneficial
        owner of the Receivables to be sold on such Transfer Date and (ii) is the
        legal
        and beneficial owner of the Related Security with respect thereto or possesses
        a
        valid and perfected security interest therein, in each case, free and clear
        of
        any Adverse Claim except as created by the Transaction Documents and except
        for
        any Adverse Claims released pursuant to release terms acceptable to the Agent
        set forth in the Transferor Credit Agreement upon transfer of such
        assets.

       

      (f)           Perfection

       

      .  This
        Agreement, together with the filing of the financing statements contemplated
        hereby, is effective to transfer to Transferee (and Transferee shall acquire
        from Transferor) (i) legal and equitable title to, with the right to sell
        and
        encumber each Receivable transferred to Transferee on such Transfer Date,
        together with the Collections with respect thereto, and (ii) all of Transferor’s
        right, title and interest in the Related Security associated with each
        Receivable, in each case, 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
        Transferee’s ownership interest in the Receivables, the Related Security and the
        Collections to the extent such interest can be perfected by filing under
        Article
        9 of the UCC.

       


      
        
          
          

        

        
          E-168

          
            

          

        

        
          
          

        

      


      (g)           Use
        of Proceeds

       

      .  No
        portion of the Purchase Price payable on account of the Purchase occurring
        on
        such Transfer Date will be used (i) for a purpose that violates any law,
        rule or
        regulation

       

      applicable
        to Transferor or (ii) to acquire any security in any transaction which is
        subject to Section
        13 or 14
        of the Securities Exchange Act of 1934, as amended.

       

      (h)           Obligor
        Litigation

       

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

       


      
        
          
          

        

        
          E-169

          
            

          

        

        
          
          

        

      


      ARTICLE
        III

       

      CONDITIONS
        OF PURCHASES

       

      Section
        3.1                                Conditions Precedent
        to
        Initial Purchase

       

      .  The
        initial Purchase under this Agreement is subject to the conditions precedent
        that (a) Transferee shall have received on or before the date of such
        Purchase those documents referenced on Schedule A to be
        received by or on behalf of Transferee and (b) all of the conditions to the
        initial purchase under the Purchase Agreement shall have been satisfied or
        waived in accordance with the terms thereof.

       

      Section
        3.2                                Conditions Precedent
        to All
        Purchases

       

      .  Transferee’s
        obligation to pay for Receivables to be transferred on any Transfer Date
        (including the initial Transfer Date) shall be subject to the further conditions
        precedent that:  (a) the Facility Termination Date shall not have
        occurred; (b) Transferee (or its assigns) 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 Transferee (and
        its
        assigns) under or as contemplated in the Transaction Documents and (c) on
        the
        applicable Transfer Date, the following statements shall be true (and acceptance
        of the proceeds of any payment for such Receivable shall be deemed a
        representation and warranty by Transferor that such statements are then
        true):

       

      (i)           the
        representations and warranties set forth in Article II are true
        and correct on and as of the date such Receivable came into existence as
        though
        made on and as of such Transfer Date; and

       

      (ii)           no
        event has occurred and is continuing that will constitute a Termination Event
        or
        a Potential Termination Event.

       

      Notwithstanding
        the foregoing conditions precedent, upon payment of the Purchase Price for
        any
        Receivable (whether by payment of cash, through an increase in the amounts
        outstanding under the Subordinated Note, or by offset of amounts owed to
        Transferee), title to such Receivable and the Related Security and Collections
        with respect thereto shall vest in Transferee, whether or not the conditions
        precedent to Transferee’s obligation to pay for such Receivable were in fact
        satisfied; provided, however,
        that
        Transferee shall retain its claim for indemnity under Article VI in respect
        of
        such failure of condition.

       


      
        
          
          

        

        
          E-170

          
            

          

        

        
          
          

        

      


      ARTICLE
        IV

      


      COVENANTS

       

      Section
        4.1                                Affirmative Covenants
        of
        Transferor.

       

        Until
        the date on which this Agreement terminates in accordance with its terms,
        Transferor hereby covenants as set forth below:

       

      (a)           Financial
        Reporting.  Transferor will maintain a system of accounting
        established and administered in accordance with GAAP, and furnish to Transferee
        (or its assigns):

       

      (i)           Annual
        Reporting.  Within 90 days after the close of each fiscal year
        of the Parent and Transferor, 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.

       

      (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 corresponding
        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

       


      
        
          
          

        

        
          E-171

          
            

          

        

        
          
          

        

      


      accordance
        with GAAP, 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 IV signed
        by
        one of Transferor’s Financial Officers.

       

      (iv)           [Intentionally
        Omitted]

       

      (v)           [Intentionally
        Omitted]

       

      (vi)           Copies
        of
        Notices.  Promptly upon its receipt of any notice of amendment
        or default under or in connection with any Lock-Box Account Agreement from
        any
        Person other than Transferee, the Agent or any Purchaser, copies of the
        same.

       

      (vii)           Change
        in Credit and
        Collection Policy.  At least ten (10) Business 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 Transferee’s and the Agent’s (as Transferee’s assignee)
        consent thereto, which consent shall not be unreasonably withheld and, in
        the
        case of the Agent, 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 the Transferor as Transferee
        (or its assigns) may from time to time reasonably request as such information,
        documents, records or reports are necessary or reasonably desirable to determine
        the capability of the Transferee to perform its obligations under any
        Transaction Document to which it is a party in order to protect the interests
        of
        Transferee (and its assigns) under or as contemplated by this
        Agreement.

       

      (b)           Notices.  Transferor
        will notify the Transferee (or its assigns) 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-172

          
            

          

        

        
          
          

        

      


      (i)           Termination
        Events or
        Potential Termination Events.  The occurrence of each
        Termination Event and each Potential Termination Event, by a statement of an
        Authorized Officer of Transferor.

       

      (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 Transferor,
        any Subsidiary or any Affiliate thereof that would reasonably be expected
        to
        result in a Material Adverse Effect.

       

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

       

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

       

      (v)           Material
        Adverse
        Effect.  The occurrence of any other event or condition that
        has had, or would reasonably be expected to have, a Material Adverse
        Effect.

       

      (c)           Compliance
        with Laws and
        Preservation of Corporate Existence.  Transferor 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.  Transferor 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 qualify or remain in good standing would not reasonably
        be expected to have a Material Adverse Effect.

       

      (d)           Audits.  Transferor
        will furnish to Transferee (and the Agent, as its assignee) from time to
        time
        such information with respect to it and the Receivables and its compliance
        with
        this Agreement as Transferee (or its assigns) may reasonably request as such
        information, documents, records or reports are necessary or reasonably desirable
        to determine the capability of the Transferor to perform its obligations
        under
        any Transaction Document to which it is a party in order to protect the
        interests of Transferee (and its assigns) under or as contemplated by this
        Agreement.  Transferor will, from time to time during regular business
        hours as requested by Transferee (or its assigns) upon reasonable notice
        and at
        the sole cost of Transferor, permit Transferee, or its assigns) or
        their

       


      
        
          
          

        

        
          E-173

          
            

          

        

        
          
          

        

      


      respective
        agents or representatives and shall cause Originator to permit Transferee
        (or
        its assigns) or their respective 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 Person’s performance under any of
        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 Termination Event or Servicing Termination
        Event (as defined in the Purchase Agreement) has occurred and is continuing,
        Transferor shall only be responsible for the costs and expenses of one (1)
        Review in any one calendar year.  Notwithstanding anything herein to
        the contrary, Transferor 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, Transferor 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)           Transferor
        will (and shall cause Originator 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)           Transferor
        will (and will cause Originator to) (A) on or prior to the date hereof, mark
        its
        master data processing records relating to the Receivable with a legend,
        reasonably acceptable to Transferee (and the Agent as its assignee), describing
        Transferee’s ownership interests in the Receivables and further describing the
        Purchaser Interests of the Agent (on behalf of the Purchasers) under the
        Purchase Agreement and (B) upon the request of Transferee (or its assigns)
        following a Termination Event and the transfer of servicing under the Purchase
        Agreement deliver to Transferee (or its assigns) all Records (including,
        without

       


      
        
          
          

        

        
          E-174

          
            

          

        

        
          
          

        

      


      limitation,
        all multiple originals of any Contract) relating to the
        Receivables.  Notwithstanding anything herein to the contrary,
        Transferor shall have no obligation to take any actions 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, Transferor 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.  Transferor will (and shall
        cause Originator to) timely and fully (i) perform and comply with all material
        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 Master Intercompany Agreement.  Transferor will and will
        cause Originator to, perform each of their respective obligations and
        undertakings under and pursuant to the Master Intercompany Agreement relating
        to
        or affecting in any material respect the Receivables, will purchase Receivables
        thereunder in accordance with the terms thereof and will enforce the rights
        and
        remedies accorded to Transferor under the Master Intercompany Agreement with
        respect to the Receivables.  Transferor will take all actions to
        perfect and enforce its rights and interests (and the rights and interests
        of
        Transferee as assignee of Transferor) under the Master Intercompany Agreement
        with respect to the Receivables as Transferee (or its assigns) 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 Master Intercompany Agreement with respect
        to
        the Receivables.

       

      (h)           Ownership.  Transferor
        will take all necessary action to establish and maintain, irrevocably in
        Transferee (i) legal and equitable title to the Receivables and the Collections
        and (ii) all of Transferor’s right, title and interest in the Related Security
        associated with the Receivables, in each case, free and clear of any Adverse
        Claims other than Adverse Claims in favor of Transferee (and its assigns)
        (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 Transferee’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 Transferee as Transferee (or its assigns) may reasonably
        request).

       


      
        
          
          

        

        
          E-175

          
            

          

        

        
          
          

        

      


      (i)           Purchasers’
        Reliance

       

      (j)           .Transferor
        acknowledges that the Agent and the Purchasers are entering into the
        transactions contemplated by the Purchase Agreement in reliance upon
        Transferee’s identity as a legal entity that is separate from Transferor and any
        Affiliates thereof.  Therefore, from and after the date of execution
        and delivery of this Agreement, Transferor will take reasonable steps to
        maintain Transferee’s identity as a separate legal entity and to make it
        manifest to third parties that Transferee 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, Transferor (i) will not hold itself out to third parties as liable
        for
        the debts of Transferee nor purport to own the Receivables and other assets
        acquired by Transferee, (ii) will take all other actions necessary on its
        part
        to ensure that Transferee is at all times in compliance with the covenants
        set
        forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all
        tax
        liabilities arising in connection with the transactions contemplated herein
        or
        otherwise to be allocated between Transferor and Transferee on an arm’s-length
        basis and in a manner consistent with the procedures set forth in U.S. Treasury
        Regulations §§1.1502-33(d) and 1.1552-1.

       

      (k)           [Intentionally
        Deleted]

       

      (l)           Collections.  Transferor
        will cause (1) all proceeds from all Lock-Boxes to be directly deposited
        by a
        Lock-Box Bank into a Lock-Box Account and (2) each Lock-Box, Lock-Box Account
        and Blocked Account to be subject at all times to a Lock-Box Account Agreement
        or Blocked Account Agreement, as applicable, that is in full force and
        effect.  Transferor will cause all proceeds from each Lock-Box Account
        to be deposited directly into the Specified NFC Allocation Account unless
        a
        Collection Notice with respect to any Lock-Box Account has been delivered
        pursuant to Section
        8.3 of the Purchase Agreement.  Transferor will cause all
        proceeds relating to Receivables in the Specified NFC Allocation Account
        to be
        deposited into a Blocked Account within two (2) Business Days following deposit
        into the Specified NFC Allocation Account.  In the event any payments
        relating to Receivables are remitted directly to Transferor or any Affiliate
        of
        Transferor, Transferor 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, Transferor will itself hold or, if applicable,
        will
        cause such payments to be held in trust for the exclusive benefit of Transferee
        and its assigns.  Transferor hereby confirms that it has hereby
        transferred control of each Lock-Box, Lock-Box Account and Blocked Account
        to
        Transferee and agrees that it will 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

       


      
        
          
          

        

        
          E-176

          
            

          

        

        
          
          

        

      


      occurrence
        of a future event to any Person, except to Transferee, Transferee and the
        Agent
        (as their assignee) as contemplated by this Agreement and the Purchase
        Agreement.

       

      (m)           Taxes.  Transferor
        will file all tax returns and reports required by law to be filed by it and
        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
        that the failure to do so would not reasonably be expected to result in a
        Material Adverse Effect.  Transferor will pay when due any taxes
        payable in connection with the Receivables, exclusive of taxes on or measured
        by
        income or gross receipts of Transferee and its assigns.

       

      (n)           Insurance.  Transferor
        will maintain in effect, or cause to be maintained in effect, at Transferor’s
        own expense, such casualty and liability insurance as Transferor deems
        appropriate in its good faith business judgment.

       

      (o)           Payment
        to
        Originator

       

      (p)           .  With
        respect to each Receivable, its purchase from Originator shall be effected
        under
        and pursuant to the terms of the Master Intercompany Agreement, including
        without limitation, the terms relating to the amount and timing of payments
        to
        be made to Originator in respect of the purchase price for such
        Receivable.

       

      Section
        4.2                                Negative Covenants
        of
        Transferor.

       

        Until
        the date on which this Agreement terminates in accordance with its terms,
        Transferor hereby covenants that:

       

      (a)           Name
        Change, Offices and
        Records.  Transferor will not change its legal name or legal
        structure or relocate any office where Records are kept unless it shall have:
        (i) given Transferee (and the Agent, as its assignee) at least ten (10) Business
        Days’ prior written notice thereof and (ii) delivered to the Agent, as
        Transferee’s assignee, 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 Agent
        pursuant to Section 8.2(b) of the Purchase Agreement, Transferor will not
        add or
        terminate any bank as a Lock-Box Bank or Blocked Account Bank, or make any
        change in the instructions to Obligors regarding payments to be made to any
        Lock-Box, or Lock-Box Account, unless Transferee (and the Agent, as its
        assignee) shall have received, at least ten (10) Business 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

       


      
        
          
          

        

        
          E-177

          
            

          

        

        
          
          

        

      


      Bank
        or
        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
        Transferor may make changes in instructions to Obligors regarding payments
        if
        such new instructions require such Obligor to make payments to another existing
        Blocked Account, Lock Box Account or Lock-Box.

       

      (c)           Modifications
        to Contracts
        and Credit and Collection Policy.  Transferor will not (and
        will not permit Originator to) make any change to the Credit and Collection
        Policy that would reasonably be expected to materially andadversely affect
        the
        collectibility of the Receivables or any significant portion thereof, or
        materially decrease the credit quality of newly created Receivables unless
        such
        change shall be consented to by the Agent.  Except as otherwise
        permitted in its capacity as Servicer pursuant to Article VIII of the
        Purchase Agreement, Transferor will not 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.  Transferor 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 Transferee
        and
        its assigns provided for in the Transaction Documents and Adverse Claims
        which
        are released pursuant to release language acceptable to the Agent set forth
        in
        the Transferor Credit Agreement upon transfer of the related assets), and
        Transferor will defend the right, title and interest of Transferee and its
        assigns in, to and under any of the foregoing property, against all claims
        of
        third parties claiming through or under Transferor.  Without the prior
        written consent of the Agent, as Transferee’s assign, Transferor shall 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 other than liens created pursuant to the
        Transaction Documents.

       


      
        
          
          

        

        
          E-178

          
            

          

        

        
          
          

        

      


      


       

      (e)           Accounting
        for
        Purchase.  Transferor will not, and will not permit any
        Affiliate to, account for or treat (whether in financial statements or
        otherwise) the transactions contemplated hereby in any manner other than
        the
        sale of the Receivables and the Related Security by Transferor to Transferee
        or
        in any other respect account for or treat the transactions contemplated hereby
        in any manner other than as a sale of the Receivables and the Related Security
        by Transferor to Transferee except to the extent that such transactions are
        not
        recognized on account of consolidated financial reporting in accordance with
        GAAP.

       

      (f)           No
        Adverse
        Selection.  To the extent that Originator or Transferor has
        retained Receivables that would be Eligible Receivables but which have not
        been
        ultimately transferred to Transferee hereunder, Originator and Transferor
        will
        not select those Receivables to be transferred hereunder in any manner that
        materially adversely affects Transferee.

       


      
        
          
          

        

        
          E-179

          
            

          

        

        
          
          

        

      


      


       

      ARTICLE
        V

       

      TERMINATION
        EVENTS

       

      Section
        5.1                                Termination
        Events.

       

      The
        occurrence of any one or more of the following events shall constitute a
        Termination Event:

       

      (a)           Transferor
        shall fail to make any payment or deposit required hereunder when due; provided,
        however, that no Termination Event shall occur under this Section 5.1(a) as a
        result of any late payment or deposit (i) made before 5:00 p.m. on the
        applicable due date or (ii) which is cured within one (1) Business Day after
        Transferor has knowledge of such failure if (A) with respect to clause (ii)
        only, such late payment or deposit was due to funds transmission failure
        beyond
        Transferor’s control, including the failure of any Lock-Box Bank or Blocked
        Account Bank to follow wire transfer instructions, (B) such late payment
        or
        deposits do not occur more than five (5) times in any calendar year, and
        (C)
        Transferor pays all costs incurred by Transferee (or its assigns) as a direct
        result of such failure or, (iii) solely to the extent such payment or deposit
        represents interest or fees, such failure continues for five (5) Business
        Days
        after Transferor has knowledge of such failure.

       

      (b)           Transferor
        shall fail to perform or observe any term, covenant or agreement hereunder
        (other than as referred to in another subsection of this Section 5.1) or
        any
        other Transaction Document to which it is a party and, such failure shall
        continue for ten (10) consecutive Business Days after the Transferor has
        knowledge of such failure.

       

      (c)           Any
        representation, warranty, certification or statement made by Transferor 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 has a materiality qualifier.

       

      (d)           The
        Indebtedness outstanding under the Transferor Credit Agreement becomes due
        in
        full prior to its scheduled maturity or shall be declared to be due and payable
        in full or required to be prepaid in full prior to the date of maturity thereof,
        in each case, as a result of an event of default under the Transferor Credit
        Agreement.

       


      
        
          
          

        

        
          E-180

          
            

          

        

        
          
          

        

      


      (e)           (i)  An
        involuntary proceeding shall be commenced or an involuntary petition shall
        be
        filed seeking (A) liquidation, reorganization, or other relief in respect
        of Transferor or its debts, or of a substantial part of its assets, under
        any
        Federal, state or foreign bankruptcy, insolvency, receivership or similar
        law
        now or hereafter in effect or (B) the appointment of a receiver, trustee,
        custodian, sequestrator, conservator or similar official for Transferor or
        for a
        substantial part of its assets, and, in any such case, such proceeding or
        petition shall continue undismissed for 60 days or an order or decree
        approving or ordering any of the foregoing shall be entered;

       

            (ii)                 Transferor
        shall (A) voluntarily commence any proceeding or file any petition seeking
        liquidation, reorganization, or other relief under any Federal, state or
        foreign
        bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
        (B) consent to the institution of, or fail to contest in a timely and
        appropriate manner, any proceeding or petition described in clause (i) of
        this
        Section 5.1(e), (C) apply for or consent to the appointment of a receiver,
        trustee, custodian, sequestrator, conservator or similar official for the
        Parent, Originator, Transferor or Transferee or for a substantial part of
        its
        assets, (D) file an answer admitting the material allegations of a petition
        filed against it in any such proceeding, (E) make a general assignment for
        the benefit of creditors or (F) take any action for the purpose of
        effecting any of the foregoing; or

       

                 (iii)           Transferor
        shall become unable, admit in writing or fail generally to pay its debts
        as they
        become due.

       

      (f)           A
        Change of Control shall occur.

       

      (g)           One
        or more judgments for the payment of money in an aggregate amount in excess
        of
        $10,000,000 shall be rendered against Transferor, any of its Subsidiaries
        or any
        combination thereof and the same shall remain undischarged for a period of
        30 consecutive days during which execution shall not be effectively stayed,
        or any action shall be legally taken by a judgment creditor to attach or
        levy
        upon any assets of Transferor or any of its Subsidiaries to enforce any such
        judgment.

       

      Section
        5.2                                Remedies.

       

        Upon
        the occurrence and during the continuation of a Termination Event, Transferee
        may take any of the following actions:  (i) declare the Termination
        Date to have occurred, whereupon the Termination Date shall forthwith occur,
        without demand, protest or further notice of any kind, all of which are hereby
        expressly waived by Transferor; provided, however,
        that upon
        the occurrence of a Termination Event described in Section 5.1(e), or of
        an actual or deemed entry of an order for relief with respect to Transferor
        under the Federal Bankruptcy Code, the Termination Date shall automatically
        occur, without demand, protest or any notice of any kind, all of which are
        hereby expressly waived by Transferor or (ii) to the

       


      
        
          
          

        

        
          E-181

          
            

          

        

        
          
          

        

      


      fullest
        extent permitted by applicable law, declare that the Default Fee shall accrue
        with respect to any amounts then due and owing by Transferor to
        Transferee.  The aforementioned rights and remedies shall be without
        limitation and shall be in addition to all other rights and remedies of
        Transferee and its assigns 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.

       


      
        
          
          

        

        
          E-182

          
            

          

        

        
          
          

        

      


      ARTICLE
        VI

       

      INDEMNIFICATION

       

      Section
        6.1                                Indemnities by
        Transferor.

       

        Without
        limiting any other rights that Transferee may have hereunder or under applicable
        law, Transferor hereby agrees to indemnify (and pay upon demand to) Transferee
        and its assigns and their respective 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 Transferee of an
        interest in the Receivables, excluding, however:

       

      (a)                 Indemnified
        Amounts to the extent that such Indemnified Amounts resulted from gross
        negligence, willful misconduct, violation of law or breach of any of the
        Transaction Documents on the part of the Indemnified Party seeking
        indemnification;

       

      (b)                 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

       

      (c)                 taxes
        imposed by any jurisdiction other than a jurisdiction which acquired taxing
        authority over the Indemnified Party as a result of the Transaction, 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 under the Purchase Agreement
        of Purchaser Interests as a loan or loans by the Purchasers to Transferee
        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 Transferor or limit
        the
        recourse of Transferee to Transferor for amounts otherwise specifically provided
        to be paid by Transferor under the terms of this Agreement.  Without
        limiting the generality of the foregoing indemnification, Transferor shall
        indemnify the Indemnified Parties for Indemnified Amounts (including, without
        limitation, losses in respect of uncollectible receivables, regardless of
        whether reimbursement therefor would constitute recourse to Transferor) relating
        to or resulting from:

       


      
        
          
          

        

        
          E-183

          
            

          

        

        
          
          

        

      


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

       

      (ii)           the
        failure by 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 Transferor to perform its duties, covenants or other obligations
        in
        accordance with the provisions of this Agreement or any other Transaction
        Document to which it is a party, or any failure of Transferor to satisfy
        any
        condition precedent to any Purchase;

       

      (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;

       


      
        
          
          

        

        
          E-184

          
            

          

        

        
          
          

        

      


      (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 any Purchase Price payment, the ownership
        of
        the Receivables or any other investigation, litigation or proceeding relating
        to
        Transferor in which any Indemnified Party becomes involved as a result of
        any of
        the transactions contemplated hereby;

       

      (viii)                      [Intentionally
        Omitted];

       

      (ix)           any
        Termination Event described in Section
        5.1(e);

       

      (x)           any
        failure of Transferor to acquire and maintain legal and equitable title to,
        and
        ownership of any Receivable and the Related Security and Collections with
        respect thereto from Originator, free and clear of any Adverse Claim (other
        than
        as created hereunder); or any failure of Transferor to give reasonably
        equivalent value to Originator under the Master Intercompany Agreement in
        consideration of the transfer by Originator 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 Transferee, or to transfer to Transferee,
        legal and equitable title to, and ownership of, the Receivables and the
        Collections, and all of Transferor’s right, title and interest in the Related
        Security associated with the Receivables, in each case, free and clear of
        any
        Adverse Claim;

       

      (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  Purchase or at any subsequent time;

       

      (xiii)                      any
        action by Transferor not required by, or omission by Transferor not prohibited
        by, the Transaction Documents which reduces or impairs the rights of Transferee
        with respect to any Receivable or the value of any such Receivable;

       

      (xiv)                      any
        attempt by any Person to void any Purchase 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.

       


      
        
          
          

        

        
          E-185

          
            

          

        

        
          
          

        

      


      ARTICLE
        VII

       

      MISCELLANEOUS

       

      Section
        7.1                                Waivers
        and Amendments.

       

      (a)           No
        failure or delay on the part of Transferee (or its assigns) 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 signed by Transferor and Transferee and, to the extent
        required under the Purchase Agreement, the Agent and the Financial Institutions
        or the Required Financial Institutions.

       

      Section
        7.2                                Notices.

       

        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 the other party hereto.  Each such notice or other
        communication shall be effective (a) if given by telecopy, upon the receipt
        thereof, (b) if given by mail, five (5) Business Days after the time such
        communication is deposited in the mail with first class postage prepaid or
        (c) if given by any other means, when received at the address specified in
        this Section
        7.2.

       

      Section
        7.3                                Protection of
        Ownership
        Interests of Transferee

       

      (a)           Transferor
        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 Transferee (or its assigns) may reasonably request, to
        perfect, protect or more fully evidence the interest of Transferee hereunder
        and
        the Purchaser Interests, or to enable Transferee (or its assigns) to exercise
        and enforce their rights and remedies hereunder.  At any time after a
        Servicer Termination Event and the transfer of servicing, the Transferee
        (or its
        assigns) may, at Transferor’s sole cost and expense, direct Transferor to notify
        the Obligors of Receivables, at Transferor’s expense, of the ownership or
        security interests of Transferee 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 Transferee or its designee.

       


      
        
          
          

        

        
          E-186

          
            

          

        

        
          
          

        

      


      


      (b)           If
        Transferor fails, after any applicable grace period, to perform any of its
        obligations hereunder, Transferee (or its assigns) may (but shall not be
        required to) perform, or cause performance of, such obligations, and
        Transferee’s (or such assigns’) costs and expenses incurred in connection
        therewith shall be payable by Transferor as provided in Section
        6.2.  Transferor irrevocably authorizes Transferee (and its
        assigns) at any time and from time to time in the sole discretion of Transferee
        (or its assigns), and appoints Transferee (and its assigns) as its
        attorney(ies)-in-fact, to act on behalf of Transferor (i) to execute on behalf
        of Transferor as debtor and to file financing statements necessary in
        Transferee’s (or its assigns’) sole discretion to perfect and to maintain the
        perfection and priority of the interest of Transferee 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 Transferee (or its assigns) in their sole discretion deem
        necessary to perfect and to maintain the perfection and priority of Transferee’s
        interests in the Receivables.  This appointment is coupled with an
        interest and is irrevocable.

       

      Section
        7.4                                Confidentiality

       

      (a)           Transferor
        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
        Transferor and its officers and employees may disclose such information to
        Transferor’s external accountants and attorneys and as required by any
        applicable law, rule, regulation, direction, request or order of any judicial,
        administrative or regulatory authority or proceeding (whether or not having
        the
        force or effect of law).

       


      
        
          
          

        

        
          E-187

          
            

          

        

        
          
          

        

      


      (b)           Anything
        herein to the contrary notwithstanding, Transferor hereby consents to the
        disclosure of any nonpublic information with respect to it (i) to Transferee,
        the Agent, the Financial Institutions or Conduit by each other, (ii) by
        Transferee, 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
        specified 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
        secured by, financial assets for which Bank One acts as the administrative
        agent
        and to any officers, directors, employees, outside accountants and attorneys
        of
        any of the foregoing, provided each such
        Person 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).  Transferee and its assigns
        shall use its commercially reasonable efforts to notify Transferor of any
        order
        or request for any nonpublic information.

       

      (c)           Transferee
        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 Transferor, the Obligors and their respective
        businesses obtained by it in connection with the due diligence evaluations,
        structuring, negotiating and execution of the Transaction Documents, and
        the
        consummation of the transactions contemplated herein and any other activities
        of
        Transferee arising from or related to the transactions contemplated herein,
        provided, however,
        that except
        as prohibited by law, rule or regulation each of Transferee and its employees
        and officers shall be permitted to disclose such confidential or proprietary
        information: (i) to the Agent and the other Purchasers, (ii) to any prospective
        or actual assignee or participant of the Agent or the other Purchasers who
        execute a confidentiality agreement for the benefit of Transferor and Transferee
        on terms comparable to those required of Transferee hereunder with respect
        to
        such disclosed information, (iii) to any rating agency, provider of a surety,
        guaranty or credit or liquidity enhancement to Conduit, (iv) to any officers,
        directors, employees, outside accountants and attorneys of any of the foregoing,
        and (v) to the extent required pursuant to any applicable law, rule, regulation,
        direction, request or order of any judicial, administrative or regulatory
        authority or proceedings with competent jurisdiction (whether or not having
        the
        force or effect of law) so long as such required disclosure is made under
        seal
        to the extent permitted by applicable law or by rule of court or other
        applicable body.

       


      
        
          
          

        

        
          E-188

          
            

          

        

        
          
          

        

      


      (d)           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
        7.5                                Bankruptcy
        Petition.

       

        Each
        of Transferor and Transferee 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 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
        7.6                                Limitation of
        Liability.

       

        Except
        with respect to any claim arising out of the willful misconduct or gross
        negligence of the Agent or any Purchaser, no claim may be made by Transferor
        or
        any other Person against the Agent or any Purchaser 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 Transferor 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
        7.7                                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.

       


      
        
          
          

        

        
          E-189

          
            

          

        

        
          
          

        

      


      


       

      Section
        7.8                                CONSENT TO
        JURISDICTION.

       

        EACH
        PARTY HERETO 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 ANY 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 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
        TRANSFEREE (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST TRANSFEROR IN THE
        COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY
        TRANSFEROR AGAINST TRANSFEREE (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF
        INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
        RELATED
        TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ORIGINAL
        SELLER
        PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS
        OR NEW YORK, NEW YORK.

       

      Section
        7.9                                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 TRANSFEROR PURSUANT TO THIS AGREEMENT
        OR THE
        RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

       

      Section
        7.10                                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.

       


      
        
          
          

        

        
          E-190

          
            

          

        

        
          
          

        

      


      


       

      (b)           This
        Agreement shall be binding upon and inure to the benefit of Transferor,
        Transferee and their respective successors and permitted assigns (including
        any
        trustee in bankruptcy).  Transferor may not assign any of its rights
        and obligations hereunder or any interest herein without the prior written
        consent of Transferee, the Agent and the Purchasers.  Transferee may
        assign at any time its rights and obligations hereunder and interests herein
        to
        any other Person without the consent of Transferor.  Without limiting
        the foregoing, Transferor acknowledges that Transferee will assign to the
        Agent,
        for the benefit of the Purchasers, its rights, remedies, powers and privileges
        hereunder and that the Agent may further assign such rights, remedies, powers
        and privileges to the extent permitted in the Purchase
        Agreement.  Transferor agrees that the Agent, as the assignee of
        Transferee, shall, subject to the terms of the Purchase Agreement, have the
        right to enforce this Agreement and to exercise directly all of Transferee’s
        rights and remedies under this Agreement (including, without limitation,
        the
        right to give or withhold any consents or approvals of Transferee to be given
        or
        withheld hereunder) and Transferor agrees to cooperate fully with the Agent
        in
        the exercise of such rights and remedies.  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 Transferor pursuant to Article II; (ii)
        the
        indemnification and payment provisions of Article VI; and
        (iii) Section
        7.4 and Section
        7.5 shall be continuing and shall survive any termination of this
        Agreement.

       


      
        
          
          

        

        
          E-191

          
            

          

        

        
          
          

        

      


      Section
        7.11                                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.

       

      


       

      [SIGNATURE
        PAGE FOLLOWS]

       


      
        
          
          

        

        
          E-192

          
            

          

        

        
          
          

        

      


      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.

       

      


      


      NAVISTAR
        FINANCIAL CORPORATION

      


      


      


      By:           

      Name:

      Title:

      


      Address:                2850
        W. Golf Road

      Rolling
        Meadows, Illinois
        60008

      Attention:
        President and
        Treasurer

      Fax:
        (847) 734-4090

      


      TRUCK
        RETAIL ACCOUNTS CORPORATION

      


      


      


      By:           

      Name:

      Title:

      


      Address:                2850
        W. Golf Road

      Rolling
        Meadows, Illinois
        60008

      Attention:
        Vice President

      and
        Treasurer

      Fax:
        (847) 734-4090


      
        
          
          

        

        
          E-193

          
            

          

        

        
          
          

        

      


      


      Exhibit
        I

      


      Definitions

      


      This
        is
        Exhibit I to the Agreement (as hereinafter defined).   As used in
        the Agreement and the Exhibits, Schedules and Annexes thereto, capitalized
        terms
        have the meanings set forth in this Exhibit I (such meanings to be equally
        applicable to the singular and plural forms thereof).  If a
        capitalized term is used in the Agreement, or any Exhibit, Schedule or Annex
        thereto, and not otherwise defined therein or in this Exhibit I, such term
        shall
        have the meaning assigned thereto in Exhibit I to the Purchase
        Agreement.

       

      “Adverse
        Claim” means
        any Lien.

       

      “Agent”
has
        the
        meaning set forth in the Preliminary Statements to the Agreement.

       

      “Agreement”
means
        the
        Receivables Sale Agreement, dated as of April 8, 2004, between Transferor
        and
        Transferee, as the same may be amended, restated or otherwise
        modified.

       

      “Calculation
        Period”
means each calendar month or portion thereof which elapses during
        the term of
        the Agreement.  The first Calculation Period shall commence on the
        initial Transfer Date and the final Calculation Period shall terminate on
        the
        Termination Date.

       

      “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

       


      
        
          
          

        

        
          E-194

          
            

          

        

        
          
          

        

      


      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’s Credit Agreement) is outstanding, a
“Change of Control” as defined in the Senior Subordinated Note Indenture shall
        occur; or (vi) Transferor shall cease to own, directly or indirectly, 100%
        of
        the voting stock of the Transferee.

       

      “Conduit”
has
        the
        meaning set forth in the Preliminary Statements to the Agreement.

       

      “Credit
        and Collection
        Policy” means Transferor credit and collection policies and practices
        relating to Contracts and Receivables existing on the date hereof and as
        attached as Exhibit
        V, as modified from time to time in accordance with the
        Agreement.

       

      “Cutoff  Date”
        has the meaning set forth in Section
        1.1(a).

       

      “Default
        Rate” means a
        rate equal to the sum of (i) the Prime Rate, plus (ii) 2%
        per
        annum.

       

      “Disclosed
        Matters”
means the actions, suits and proceedings disclosed in Schedule
        2.1(e).

       

      “Discount
        Factor”
means a percentage calculated as follows:

       

      
        	 	
                 

                Days
                  Sales Outstanding

              	 	
                x

              	 	
                (Prime
                  Rate + Servicing Fee)

              	 	
                +
                  Profit Discount

              
	
                360

              	 	 	 	 


      

       

      where,

       

      “Days
        Sales
        Outstanding” means, for any weekly period, an amount equal to the product
        of (i) a fraction, the numerator of which is the sum of the Outstanding Balance
        of all Receivables at the end of each of the 12 immediately preceding weekly
        periods, and the denominator of which is the aggregate amount of Receivables
        acquired by the Transferor during the 12 immediately preceding weekly periods
        and (ii) 7.

       

      Profit
        Discount = .25%

       

      “Financial
        Officer”
means, with respect to Transferor, the chief financial officer, principal
        accounting officer, treasurer, controller, cash manager, financing manager
        or
        treasury reporting manager of Transferor.

       

      “GAAP”
means
        generally
        accepted accounting principles in the United States of America.

       


      
        
          
          

        

        
          E-195

          
            

          

        

        
          
          

        

      


      “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.

       

      “Indebtedness”
has
        the
        meaning provided in Transferor Credit Agreement.

       

      “Hedging
        Agreement”
means any interest rate protection agreement, foreign currency exchange
        agreement, currency swap agreement, commodity price protection agreement
        or
        other interest or currency exchange rate or commodity price hedging
        arrangement.

       

      “Lien”
means,
        with
        respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
        hypothecation, encumbrance, charge or security interest in, on or of such
        asset
        and (b) the interest of a vendor or a lessor under any conditional sale
        agreement, capital lease or other title retention agreement relating to such
        asset.

       

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

       

      “Master
        Intercompany
        Agreement” means that certain Master Intercompany Agreement dated April
        26, 1993, as amended as of September 20, 1996 and as may be amended,
        supplemented or modified from time to time with respect to any provision
        not
        related to the Receivables except as otherwise agreed to by the Agent, by
        and
        between Originator and Transferor.

       

      “Material
        Indebtedness” means Indebtedness, or obligations in respect of one or
        more Hedging Agreements in an aggregate principal amount exceeding
        $10,000,000.  For purposes of determining Material Indebtedness, the
“principal amount” of the obligations in respect of any Hedging Agreement at any
        time shall be the maximum aggregate amount (giving effect to any netting
        agreements) that Transferor would be required to pay if such Hedging Agreement
        were terminated at such time.

       

      “Original
        Balance”
means, with respect to any Receivable, the Outstanding Balance of
        such
        Receivable on the date it was created.

       

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

       

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

       


      
        
          
          

        

        
          E-196

          
            

          

        

        
          
          

        

      


      “Potential
        Termination
        Event” means an event which, with the passage of time or the giving of
        notice, or both, would constitute a Termination 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.

       

      “Purchase”
means
        each
        purchase pursuant to Section 1.1(a) of the Agreement by Transferee from
        Transferor of Receivables and the Related Security and Collections related
        thereto, together with all related rights in connection therewith.

       

      “Purchase
        Agreement”
has the meaning set forth in the Preliminary Statements to the
        Agreement.

       

      “Purchase
        Price”
means, with respect to any Purchase, the aggregate price to be paid
        by
        Transferee to Transferor for such Purchase in accordance with Section 1.2
        of the
        Agreement for the Receivables, Collections and Related Security being sold
        to
        Transferee, which price shall equal on any date (i) the product of (x) the
        Outstanding Balance of such Receivables on such date, multiplied by (y) one
        minus the Discount Factor in effect on such date, minus (ii) any Purchase
        Price
        Credits to be credited against such Purchase Price otherwise payable in
        accordance with Section 1.3 of the Agreement.

       

      “Purchase
        Price
        Credit” has the meaning set forth in Section 1.3 of the
        Agreement.

       

      “Receivable”
means
        each domestic open account trade receivable arising from the sale of one
        or more
        trucks by Originator, including, without limitation, all rights to receive
        payments of Finance Charges with respect thereto, which receivable has been
        sold
        by the Originator to the Transferor pursuant to the Master Intercompany
        Agreement (but excluding any receivable that has been or is to be resold
        by the
        Transferor to the Originator unless that receivable has already been sold
        by the
        Transferee pursuant to the Purchase Agreement and included in the Net
        Receivables Balance reported to the Agent), but excluding any Retail Account
        Service Charges (as defined in the Master Intercompany Agreement) paid to
        Transferor.  Open account trade receivables arising from any one
        transaction, including, without limitation, those represented by an individual
        invoice, shall constitute a Receivable separate from a Receivable consisting
        of
        the rights and obligations arising from any other transaction; provided,
        further, that any open account trade receivable referred to in this sentence
        shall be a Receivable regardless or whether the Obligor, the Originator or
        Transferor treats such trade receivable as a separate payment
        obligation.

       

      “Related
        Security”
means, with respect to any Receivable, if any:

       

      (i)           all
        of Transferor’s interest in the inventory and goods (including returned or
        repossessed inventory or goods, if any), the sale of which by Transferor
        gave
        rise to such Receivable, and all insurance proceeds with respect  to
        such inventory and goods,

       


      
        
          
          

        

        
          E-197

          
            

          

        

        
          
          

        

      


      (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, 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 Transferor’s rights and remedies under the Master Intercompany Agreement
        associated with such Receivable,

       

      (vii)           all
        of Transferor’s right, title and interest in each Lock-Box, each Lock-Box
        Account and each Blocked Account, and

       

      (viii)                      all
        proceeds of any of the foregoing (other than the Purchase Price).

       

      “Subordinated
        Loan”
has the meaning set forth in Section
        1.2(a) of the
        Agreement.

       

      “Subordinated
        Note”
means a promissory note in substantially the form of Exhibit
        VI hereto as
        more fully described in Section 1.2 of the
        Agreement, as the same may be amended, restated, supplemented or otherwise
        modified from time to time.

       

      “Taxes”
means
        any and
        all present or future taxes, levies, imposts, duties, deductions, charges
        or
        withholdings imposed by any Governmental Authority.

       

      “Termination
        Date”
means the earliest to occur of (i) the Facility Termination Date,
        (ii) the
        Business Day immediately prior to the occurrence of a Termination Event set
        forth in Section
        5.1(e), (iii) the Business Day specified in a written notice from
        Transferee to Transferor following the occurrence of any other Termination
        Event, and (iv) the date which is 10 Business Days after Transferee’s receipt of
        written notice from Transferor that it wishes to terminate the facility
        evidenced by this Agreement.

       

      “Termination
        Event”
has the meaning set forth in Section
        5.1 of the
        Agreement.

       

      “Transaction
        Documents” means, collectively, the Agreement, the Master Intercompany
        Agreement (but only those portions that relate to the Receivables), the Purchase
        Agreement, each Lock-Box Account Agreement, each Blocked Account Agreement,
        the

       


      
        
          
          

        

        
          E-198

          
            

          

        

        
          
          

        

      


      Subordinated
        Note and all other instruments, documents and agreements executed and delivered
        in connection herewith or therewith.

       

      “Transactions”
means,
        collectively, (a) the execution and delivery by Transferor of the Transaction
        Documents to which it is a party, (b) the sale by the Transferor of the
        Receivables, Related Security and Collections pursuant to the Agreement and
        use
        of the proceeds thereof, and (c) the performance of Transferor’s other
        obligations under the Transaction Documents to which it is a party.

       

      “Transfer
        Date” means
        the first Business Day of each week after the date of the
        Agreement.

       

      “Transferee”
has
        the
        meaning set forth in the preamble to the Agreement.

       

      “Transferor”
has
        the
        meaning set forth in the preamble to the Agreement.

       

      “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, JPMorgan 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.

       

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

       

      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-199

          
            

          

        

        
          
          

        

      


      Exhibit
        II

      


      Places
        of Business;
        Locations of Records;

      Organizational
        and Federal
        Employer Identification Numbers; Other Names

      


      


      TRANSFEROR

      


      Places
        of
        Business:

      Illinois

      


      Locations
        of Records:

      2850
        W.
        Golf Road

      Rolling
        Meadows, Illinois 60008

      


      Federal
        Employer Identification Number:

      36-XXXXXXXXX

       

      Organizational
        Identification Number:

      04290010

      


      Trade
        and
        Assumed Names, Prior Names:

      International
        Harvester Credit Corporation

       

      International
        Finance Group

       


      
        
          
          

        

        
          E-200

          
            

          

        

        
          
          

        

      


      Exhibit
        III

      


      Lock-Boxes;
        Lock-Box
        Accounts, Lock-Box Banks,

      Blocked
        Accounts; Blocked
        Account Banks

      


      


      
        	
                Lock
                  Box

              	
                Related
                  Lock-Box Account

              
	
                Lock-Box
                  No. XXXXXX, P.O. Box198381, Atlanta Georgia 39384-8381

              	
                Account
                  No.: XXXXXXXXXX maintained with Bank of America, 231 South La Salle
                  Street, Chicago, IL 60604

              


      

      


      Proceeds
        Allocation Account:  No. XXX-XXXXXX 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 XXXXXXXXX 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-201

          
            

          

        

        
          
          

        

      


      Exhibit
        IV

      


      Form
        of Compliance
        Certificate

      


       

      This
        Compliance Certificate is furnished pursuant to that certain Receivables
        Sale
        Agreement dated as of April 8, 2004 (the “Agreement”), between
        TRUCK RETAIL ACCOUNTS CORPORATION, a Delaware corporation, and NAVISTAR
        FINANCIAL CORPORATION, a Delaware corporation (“Transferor”).  Capitalized
        terms used and not otherwise defined herein are used with the meanings
        attributed thereto in the Agreement.

       

      THE
        UNDERSIGNED HEREBY CERTIFIES THAT:

       

      1.           I
        am the duly elected ______________ of Transferor.

       

      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 Transferor 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 a Termination
        Event or a Potential Termination Event, as each such term is defined under
        the
        Agreement, as of the date of this Certificate, except as set forth
        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 Transferor has taken, is taking, or proposes to take with respect
        to each such condition or
        event:_______________________________________.

       

      The
        foregoing certifications, together with the financial statements delivered
        with
        this Certificate in support hereof, are made and delivered this ___ day of
        ________________, 20__.

       

      ______________________________

      [Name]


      
        
          
          

        

        
          E-202

          
            

          

        

        
          
          

        

      


      


      Exhibit
        V

      


      Credit
        and Collection
        Policy

      



      
        
          
          

        

        
          E-203

          
            

          

        

        
          
          

        

      


      Exhibit
        VI

      


      Form
        of Subordinated
        Note

      


      


      SUBORDINATED
        NOTE

      April
        8,
        2004

      


      1.           Note.  FOR
        VALUE RECEIVED, the undersigned, TRUCK RETAIL ACCOUNTS CORPORATION, a Delaware
        corporation (“SPV”), hereby
        unconditionally promises to pay to NAVISTAR FINANCIAL CORPORATION, a Delaware
        corporation (“NFC”), in lawful
        money of the United States of America and in immediately available funds,
        on the
        date following the Termination Date, which is one year and one day after
        the
        date on which (i) the Outstanding Balance of all Receivables sold under the
        Sale
        Agreement referred to below has been reduced to zero and (ii) NFC has paid
        to
        the SPV all indemnities, adjustments and other amounts which may be owed
        thereunder in connection with the Purchases (the “Collection Date”),
        the aggregate unpaid principal sum outstanding of all “Subordinated Loans” made
        from time to time by NFC to SPV pursuant to and in accordance with the terms
        of
        that certain Receivables Sale Agreement dated as of April 8, 2004 between
        NFC
        and SPV (as amended, restated, supplemented or otherwise modified from time
        to
        time, the “Sale
        Agreement”).  Reference to Section
        1.2 of the
        Sale Agreement is hereby made for a statement of the terms and conditions
        under
        which the loans evidenced hereby have been and will be made.  All
        terms which are capitalized and used herein and which are not otherwise
        specifically defined herein shall have the meanings ascribed to such terms
        in
        the Sale Agreement.

       

      2.           Interest.  SPV
        further promises to pay interest on the outstanding unpaid principal amount
        hereof from the date hereof until payment in full hereof at a rate equal
        to the
        Prime Rate; provided, however,
        that if SPV
        shall default in the payment of any principal hereof, SPV promises to pay,
        on
        demand, interest at the rate of the Prime Rate plus 2.00% per annum on any
        such
        unpaid amounts, from the date such payment is due to the date of actual
        payment.  Interest shall be payable on the first Business Day of each
        month in arrears; provided, however,
        that SPV may
        elect on the date any interest payment is due hereunder to defer such payment
        and upon such election the amount of interest due but unpaid on such date
        shall
        constitute principal under this Subordinated Note.  The outstanding
        principal of any loan made under this Subordinated Note shall be due and
        payable
        on the Collection Date and may be repaid or prepaid at any time without premium
        or penalty.

       

      3.           Principal
        Payments.  NFC is authorized and directed by SPV to enter on
        the grid attached hereto, or, at its option, in its books and records, the
        date
        and amount of each loan made by it which is evidenced by this Subordinated
        Note
        and the amount of each payment of principal made by SPV, and absent manifest
        error, such entries shall constitute prima facie evidence of the accuracy
        of the
        information so entered; provided that neither
        the failure of NFC to make any such entry or any error therein shall expand,
        limit or affect the obligations of SPV hereunder.

       

      4.           Subordination.  NFC
        shall have the right to receive, and SPV shall make, any and all payments
        relating to the loans made under this Subordinated Note provided that,
        after

       


      
        
          
          

        

        
          E-204

          
            

          

        

        
          
          

        

      


      giving
        effect to any such payment, the aggregate Outstanding Balance of Receivables
        (as
        each such term is defined in the Purchase Agreement hereinafter referred
        to)
        owned by SPV at such time exceeds the sum of (a) the Aggregate Unpaids (as
        defined in the Purchase Agreement) outstanding at such time under the Purchase
        Agreement, plus (b) the aggregate outstanding principal balance of all loans
        made under this Subordinated Note.  NFC hereby agrees that at any time
        during which the conditions set forth in the proviso of the immediately
        preceding sentence shall not be satisfied, NFC shall be subordinate in right
        of
        payment to the prior payment of any indebtedness or obligation of SPV owing
        to
        the Agent or any Purchaser under that certain Receivables Purchase Agreement
        dated as of April 8, 2004 by and among SPV, NFC, as Servicer, various
“Purchasers” from time to time party thereto, and Bank One, NA (Main Office
        Chicago), as the “Agent” (as amended, restated, supplemented or otherwise
        modified from time to time, the “Purchase
        Agreement”).  The subordination provisions contained herein are
        for the direct benefit of, and may be enforced by, the Agent and the Purchasers
        and/or any of their respective assignees (collectively, the “Senior Claimants”)
        under the Purchase Agreement.  Until the date on which all “Capital”
outstanding under the Purchase Agreement has been repaid in full and all
        other
        obligations of SPV and/or the Servicer thereunder and under the “Fee Letter”
referenced therein (all such obligations, collectively, the “Senior Claim”) have
        been indefeasibly paid and satisfied in full,  NFC shall not institute
        against SPV any proceeding of the type described in Section 5.1(e) of the
        Sale Agreement unless and until the Collection Date has
        occurred.  Should any payment, distribution or security or proceeds
        thereof be received by NFC in violation of this Section 4, NFC agrees that
        such
        payment shall be segregated, received and held in trust for the benefit of,
        and
        deemed to be the property of, and shall be immediately paid over and delivered
        to the Agent for the benefit of the Senior Claimants.

       

      5.           Bankruptcy;
        Insolvency.  Upon the occurrence of any proceeding of the type
        described in Section
        5.1(e) of the Sale Agreement involving SPV as debtor, then and in any
        such event the Senior Claimants shall receive payment in full of all amounts
        due
        or to become due on or in respect of the Aggregate Capital (as defined in
        the
        Purchase Agreement) and the Senior Claim (including “CP Costs” and “Yield” as
        defined and as accruing under the Purchase Agreement after the commencement
        of
        any such proceeding, whether or not any or all of such CP Costs or Yield
        is an
        allowable claim in any such proceeding) before NFC is entitled to receive
        payment on account of this Subordinated Note, and to that end, any payment
        or
        distribution of assets of SPV of any kind or character, whether in cash,
        securities or other property, in any applicable insolvency proceeding, which
        would otherwise be payable to or deliverable upon or with respect to any
        or all
        indebtedness under this Subordinated Note, is hereby assigned to and shall
        be
        paid or delivered by the Person making such payment or delivery (whether
        a
        trustee in bankruptcy, a receiver, custodian or liquidating trustee or
        otherwise) directly to the Agent for application to, or as collateral for
        the
        payment of, the Senior Claim until such Senior Claim shall have been paid
        in
        full and satisfied.

       

      6.           Amendments.  This
        Subordinated Note shall not be amended or modified except in accordance with
        Section 7.1 of
        the Sale Agreement.  The terms of this Subordinated Note may not be
        amended or otherwise modified without the prior written consent of the Agent
        for
        the benefit of the Purchasers, which shall not be unreasonably
        withheld.

       


      
        
          
          

        

        
          E-205

          
            

          

        

        
          
          

        

      


      7.           GOVERNING
        LAW.  THIS SUBORDINATED
        NOTE
        HAS BEEN MADE AND DELIVERED AT CHICAGO, ILLINOIS, AND SHALL BE INTERPRETED
        AND
        THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE
        WITH
        THE LAWS AND DECISIONS OF THE STATE OF ILLINOIS.  WHEREVER POSSIBLE
        EACH PROVISION OF THIS SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER
        AS
        TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS
        SUBORDINATED NOTE SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW,
        SUCH
        PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY,
        WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS
        OF THIS SUBORDINATED NOTE.

       

      8.           Waivers.  All
        parties hereto, whether as makers, endorsers, or otherwise, severally waive
        presentment for payment, demand, protest and notice of dishonor.  NFC
        additionally expressly waives all notice of the acceptance by any Senior
        Claimant of the subordination and other provisions of this Subordinated Note
        and
        expressly waives reliance by any Senior Claimant upon the subordination and
        other provisions herein provided.

       

      9.           Assignment.  This
        Subordinated Note may not be assigned, pledged or otherwise transferred to
        any
        party other than its delivery to NFC without the prior written consent of
        the
        Agent (which shall not be unreasonably withheld), and any such attempted
        transfer shall be void.

       

      TRUCK
        RETAIL ACCOUNTS CORPORATION

      


      


      By:_____________________________

         Title:


      
        
          
          

        

        
          E-206

          
            

          

        

        
          
          

        

      


      


      Schedule

      to

      SUBORDINATED
        NOTE

      SUBORDINATED
        LOANS AND PAYMENTS OF PRINCIPAL

      


      
        	
                 

                Date

              	 	
                 

                Amount
                  of

                Subordinated

                Loan

              	 	
                 

                Amount
                  of Principal

                Paid

              	 	
                 

                Unpaid

                Principal

                Balance

              	 	
                 

                Notation
                  made by

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


      


      
        
          
          

        

        
          E-207

          
            

          

        

        
          
          

        

      


      Schedule
        2.1(e)

      


      Disclosed
        Matters

      


      None

      



      
        
          
          

        

        
          E-208

          
            

          

        

        
          
          

        

      


      


      Schedule
        A

      


      DOCUMENTS
        TO BE DELIVERED TO TRANSFEREE

      ON
        OR
        PRIOR TO THE INITIAL PURCHASE

      


      SEE
        PART
        I OF SCHEDULE B TO THE PURCHASE AGREEMENT.


      
        
          
          

        

        
          E-209