exhibit10_144.htm


     

    NAVISTAR
      FINANCIAL SECURITIES
      CORPORATION

     

    Seller

     

    NAVISTAR
      FINANCIAL
      CORPORATION

     

    Servicer

     

    and

     

    THE
      BANK OF NEW
      YORK

     

    Master
      Trust
      Trustee

     

    on
      behalf of the Series 1997-1
      Certificateholders

     

    __________________________________

     

    SERIES
      1997-1
      SUPPLEMENT

     

    Dated
      as of August 19,
      1997

     

    to

     

    POOLING
      AND SERVICING
      AGREEMENT

     

    Dated
      as of June 8,
      1995

     

    _________________________________

    Floating
      Rate

     

    Dealer
      Note Asset Backed
      Certificates, Series 1997-1

    


    DEALER
      NOTE MASTER
      TRUST

    


    



    
      
        
        

      

      
        E-327

        
          

        

      

      
        
        

      

    


    SERIES
      1997-1
      SUPPLEMENT

    TO
      POOLING AND SERVICING
      AGREEMENT

    


    SERIES
      1997-1 SUPPLEMENT dated as of August 19, 1997 (the "Series Supplement"), by
      and
      among NAVISTAR FINANCIAL SECURITIES CORPORATION, a Delaware corporation, as
      Seller (the "Seller"), NAVISTAR FINANCIAL CORPORATION, a Delaware corporation,
      as Servicer (the "Servicer"), and THE BANK OF NEW YORK, a New York banking
      corporation, as trustee (together with its successors in trust thereunder as
      provided in the Agreement referred to below, the "Master Trust Trustee") under
      the Pooling and Servicing Agreement, dated as of June 8, 1995 (as amended and
      supplemented, the "Agreement") among the Seller, the Servicer, the Master Trust
      Trustee and The Chase Manhattan Bank, as trustee under the 1990 Trust
      Agreement.

    


    Section
      6.09 of the Agreement provides that the Seller may from time to time direct
      the
      Master Trust Trustee to issue, on behalf of the Master Trust, one or more new
      Series of Investor Certificates representing fractional undivided interests
      in
      the Master Trust.  The Principal Terms of any new Series are to be set
      forth in a Supplement to the Agreement.

    


    Pursuant
      to this Series Supplement, the Seller and the Master Trust Trustee shall create
      a new Series of Investor Certificates and specify the Principal Terms
      thereof.

     

    ARTICLE
      I

    CREATION
      OF SERIES 1997-1 AND

    THE
      SERIES 1997-1 CERTIFICATES;

    ACCEPTANCE
      OF CLASS A-5 CERTIFICATE

    


    SECTION                                I.1  Designation.

    


    (a)           There
      is hereby created a new Series pursuant to the Agreement and this Series
      Supplement to be known as the "Series 1997-1."  The interest of the
      Investor Certificateholders in Series 1997-1 shall be represented by the Series
      1997-1 Certificates.

    


    (b)           If
      any term or provision contained herein shall conflict with or be inconsistent
      with any term or provision contained in the Agreement, the terms and provisions
      of this Series Supplement shall govern with respect to Series
      1997-1.

    


    SECTION                                I.2  Acceptance
      of Class A-5
      Investor Certificate.

    


    (a)           By
      execution of this Series Supplement,  as amended in Section 2.03(a) of
      the Agreement, the Master Trust Trustee hereby delivers the 1990 Trust Seller
      Certificate to the 1990 Trustee and accepts in exchange therefor the newly
      issued Class A-5 Investor Certificate and the reissued 1990 Trust Seller
      Certificate.  If the original sale, transfer, assignment, set-over or
      conveyance of the 1990 Trust Seller Certificate to the Master Trust is deemed
      to
      create a security interest in such property, the Master Trust shall have a
      security interest in the Class A-5 Investor Certificate and the reissued 1990
      Trust Seller Certificate (which shall be deemed to be a first perfected security
      interest) and the Seller agrees that the Agreement, including this Series
      Supplement, shall constitute a security agreement under applicable
      law.

     

    
      
        
        

      

      
        E-328

        
          

        

      

      
        
        

      

    

    


    (b)           As
      provided in Section 2.03(a) of the Agreement, the Master Trust Trustee agrees
      to
      maintain physical possession thereof.

     

    ARTICLE
      II

    DEFINITIONS

    


    SECTION
      I           I.1  Definitions.

    


    (a)           Whenever
      used in this Series Supplement, the following words and phrases shall have
      the
      following meanings:

    


    "1990
      Trust Spread Account"
      shall mean the Spread Account established and maintained pursuant to the 1990
      Trust Agreement.

    


    "Accumulation
      Period" shall
      mean, unless an Early Amortization Event shall have occurred prior thereto,
      the
      period commencing on the Accumulation Period Commencement Date and ending upon
      the first to occur of (a) the commencement of an Early Amortization Period
      and
      (b) the payment of the Invested Amount in full.

    


    "Accumulation
      Period Commencement
      Date" shall mean the first day of the nth full Due
      Period prior to
      the Expected Payment Date where n is the number of
      Due
      Periods in the Accumulation Period Length; provided, however,
      that the
      Accumulation Period Commencement Date shall be the Specified Accumulation Period
      Commencement Date if, on the Specified Accumulation Period Commencement Date,
      any other outstanding Series shall have entered into an investment period or
      an
      early amortization period; and provided further that, if the
      Accumulation Period Length and the Accumulation Period Commencement
      Date  have been determined pursuant to Section 4.11 but the
      Accumulation Period has not commenced and any other outstanding Series shall
      enter into an investment period or an early amortization period, the
      Accumulation Period Commencement Date shall be the date that such outstanding
      Series shall have entered into an investment period or an early amortization
      period.

    


    "Accumulation
      Period Length"
      shall mean a period which is between one and nine Due Periods and which is
      determined by the Servicer pursuant to Section 4.11.

    


    "Adjusted
      Invested Amount"
      shall mean, with respect to any Distribution Date, an amount (which shall never
      be less than zero) equal to the Initial Invested Amount, plus the Available
      Subordinated Amount as of the end of the related Transfer Date, minus the aggregate amount
      of
      Investor Charge-Offs not reimbursed on or prior to such Distribution
      Date.

    


    "Amortizing
      Due Period" shall
      have the meaning specified in Section 4.12.

    


    "Available
      Certificateholder Interest
      Collections" shall mean, with respect to any Due Period commencing after
      the 1990 Trust Termination Date, the sum of (a) Investor Finance Charge
      Collections for such Due Period and (b) Investment Income for the related
      Distribution Period.

    


    
      
        
        

      

      
        E-329

        
          

        

      

      
        
        

      

    

    "Available
      Draw Funds" shall
      have the meaning specified in Section 4.05(b).

     

    "Available
      Seller's Finance Charge
      Collections" shall mean, with respect to any Due Period commencing after
      the 1990 Trust Termination Date, an amount equal to the product of (a) the
      excess of (i) the Seller's Percentage for such Due Period over (ii) the result
      (if positive) of the Excess Seller's Percentage for such Due Period minus the Required Excess
      Seller Interest Percentage and (b) Series Allocable Finance Charge Collections
      for such Due Period; provided, however,
      that Available
      Seller's Finance Charge Collections shall be zero for any Due Period to the
      extent the Available Subordinated Amount equals or is reduced to zero on the
      Transfer Date related to such Due Period.

    


    "Available
      Seller's Principal
      Collections" shall mean, with respect to any Business Day after the 1990
      Trust Termination Date, an amount equal to the product of (a) the excess of
      (i) the Seller's Percentage for the Due Period in which such Business Day
      occurs over (ii) the Excess Seller's Percentage for such Due Period and (b)
      Series Allocable Principal Collections for such Business Day; provided, however,
      that Available
      Seller's Principal Collections shall be zero for any Business Day to the extent
      the Available Subordinated Amount equals or is reduced to zero on the Transfer
      Date immediately preceding such Business Day.

    


    "Available
      Subordinated
      Amount" shall mean (a) for each Transfer Date related to a Due
      Period commencing prior to the 1990 Trust Termination Date, zero, (b) on
      the Transfer Date related to the first Due Period after the 1990 Trust
      Termination Date (before giving effect to all adjustments in the Available
      Subordinated Amount on such Transfer Date), the product of (i) the
      Subordinated Percentage and (ii) the Invested Amount as of the preceding
      Distribution Date, and (c) for each Transfer Date thereafter (before giving
      effect to all adjustments in the Available Subordinated Amount thereto on such
      Transfer Date), the lesser of (i) the Maximum Subordinated Amount as of such
      Transfer Date and (ii) the Available Subordinated Amount as of the end of the
      preceding Transfer Date.

    


    "Average
      Coverage
      Differential" shall be determined, on any Determination Date, by
      reference to the Coverage Differentials for each of the related Due Period
      and
      the three immediately preceding Due Periods, and shall equal the sum of the
      three highest such Coverage Differentials dividedby
      three.  Average
      Coverage Differential shall be expressed as a percentage, and shall be rounded
      to the nearest one-hundredth of a percentage point.

    


    "Business
      Day" shall mean,
      with respect to Series 1997-1, any day other than a Saturday, a Sunday, or
      a day
      on which banking institutions in New York, New York, Chicago, Illinois, or
      the
      city in which the Corporate Trust Office is located, or in connection with
      the
      determination of LIBOR, London, England, are authorized or obligated by law
      or
      executive order to be closed or remain closed.

    


    "Certificate
      Rate" shall mean
      the interest rate on the Series 1997-1 Certificates, which shall be calculated
      on the basis of actual days elapsed and a 360-day year and for the Initial
      Distribution Period and for each Distribution Period thereafter will equal
      LIBOR
      as of the related LIBOR Determination Date plus 0.15%.

    


    
      
        
        

      

      
        E-330

        
          

        

      

      
        
        

      

    

    "Class
      A-5 Investor
      Certificate" shall mean the Class A-5 Floating Rate Pass-through
      Certificate issued by the 1990 Trust to the Master Trust in connection with
      the
      issuance of the Series 1997-1 Certificates.

     

    "Class
      A-5 Investor Certificate
      Collections" shall mean, with respect to any Due Period, the sum of Class
      A-5 Investor Certificate Interest Collections and Class A-5 Investor Certificate
      Principal Collections for such Due Period.

    


    "Class
      A-5 Investor Certificate
      Interest Collections" shall mean, with respect to any Due Period, all
      interest payments received by the Master Trust on the Distribution Date related
      to such Due Period in respect of the Class A-5 Investor
      Certificate.

    


    "Class
      A-5 Investor Certificate
      Principal Collections" shall mean, with respect to any Due Period, all
      principal payments received by the Master Trust on the Distribution Date related
      to such Due Period in respect of the Class A-5 Investor
      Certificate.

    


    "Closing
      Date" shall mean
      August 19, 1997.

    


    "Common
      Depository" shall
      mean Cede & Co.

    


    "Controlled
      Amortization
      Amount" shall mean an amount equal to the result of (a) the Invested
      Amount as of the Distribution Date preceding the Specified Accumulation Period
      Commencement Date dividedby
      (b) the Accumulation
      Period Length.

    


    "Controlled
      Deposit Amount"
      shall mean, with respect to any Due Period occurring during the Accumulation
      Period, the excess, if any, of (a) the product of (i) the Controlled
      Amortization Amount and (ii) the number of Due Periods, including such Due
      Period, that have elapsed with respect to the Accumulation Period (but not
      in
      excess of the Accumulation Period Length) over (b) the amount on deposit in
      the
      Series Principal Account at the close of business on the last Business Day
      of
      the preceding Due Period; provided, however,
      that,
      notwithstanding the foregoing, the Seller may, in its sole discretion, increase
      the Controlled Deposit Amount at any time and from time to time.

    


    "Coverage
      Differential" shall
      mean, with respect to any Due Period, the result of (a) the Portfolio Yield
      for such Due Period minus (b) the sum of
      (i) the Certificate Rate for the related Distribution Period and
      (ii) one percent (1%).  Coverage Differential shall be expressed
      as a percentage, and shall be rounded to the nearest one-hundredth of a
      percentage point.

    


    "Deficiency
      Amount" shall have
      the meaning specified in Section 4.05(a).

    


    "Draw
      Amount" shall mean, with
      respect to any Transfer Date, the least of (a) the Deficiency Amount for such
      Transfer Date, (b) the Available Subordinated Amount as of the end of the
      preceding Transfer Date and (c) Available Draw Funds for such Transfer
      Date.

    


    
      
        
        

      

      
        E-331

        
          

        

      

      
        
        

      

    

    "Early
      Amortization Event"
      shall mean, with respect to Series 1997-1, any event specified in Section
      9.01(c) of the Agreement, together with any additional Early Amortization Event
      specified in Section 6.01 of this Series Supplement, but shall not mean any
      other event specified in Section 9.01 of the Agreement.

    


    "Early
      Amortization Period"
      shall mean an Early Amortization Period with respect to Series 1997-1 that
      occurs as a result of any event specified in Section 9.01(c) of the Agreement
      or
      any Early Amortization Event specified in Section 6.01 of this Series
      Supplement.

    


    "Early
      Amortization Period Shortfall
      Amount" shall have the meaning specified in Section 4.08(e).

    


    “Eligible
      Investments” shall
      mean

    


    (a)           book-entry
      securities, negotiable instru­ments or securities represented by instruments
      in bearer or regis­tered form having (except in the case of clause (iv)
      below) remaining maturities occurring not later than the Distribution Date
      next
      succeeding the Master Trust Trustee's acquisition thereof, except as otherwise
      described herein, that evidence:

    


    (i)           direct
      obligations of, and obligations fully guaran­teed as to timely payment by,
      the United States of America;

    


    (ii)           demand
      deposits, time deposits or certificates of deposit of, or bankers' acceptances
      issued by, any depository institution or trust company incorporated under the
      laws of the United States of America or any state thereof (or any domestic
      branch of a foreign bank) and subject to supervision and examination by federal
      or state banking or depository institution authorities; provided, however, that at
      the time of the Master Trust's investment or contractual commitment to invest
      therein, the commercial paper or other short-term unsecured debt obligations
      (other than such obligations the rating of which is based on the credit of
      a
      person or entity other than such depository institution or trust company) of
      such depository institution or trust company shall have a credit rating not
      lower than the highest investment category for short term unsecured debt
      obligations granted by the applicable Rating Agency from each Rating Agency
      then
      Rating the affected Series of Investor Certificates;

    


    (iii)           com­mer­cial
      paper having, at the time of the Master Trust's investment or contractual
      commitment to investment therein, a rating not lower than the highest investment
      category for short term unsecured debt obligations granted by the applicable
      Rating Agency from each Rating Agency then Rating the affected Series of
      Investor Certificates;

    


    
      
        
        

      

      
        E-332

        
          

        

      

      
        
        

      

    

    (iv)           investments
      in money market funds having a rating not lower than the highest investment
      category for short term unsecured debt obligations granted by the applicable
      Rating Agency from each Rating Agency then Rating the affected Series of
      Investor Certificates or otherwise approved in writing by each of such Rating
      Agencies;

    


    (v)           repurchase
      obligations (x) with respect to any security that is a direct obligation of,
      or
      fully guaranteed by, the United States of America or any agency or
      instrumentality thereof the obligations of which are backed by the full faith
      and credit of the United States of America, in either case, entered into with
      (A) a depository institution or trust company (acting as principal) described
      in
      clause (ii) or (B) a depository institution or trust company the deposits of
      which are insured by FDIC or (y) the counterparty for which has a rating not
      lower than the highest investment category for short term unsecured debt
      obligations granted by the applicable Rating Agency from each Rating Agency
      then
      Rating the affected Series of Investor Certificates, the collateral for which
      is
      held by a custodial bank for the benefit of the Trust or the Indenture Trustee,
      is marked to market daily and is maintained in an amount that exceeds the
      amounts of such repurchase obligation, and which required liquidation of the
      collateral immediately upon the amount of such collateral being less than the
      amount of such repurchase obligation (unless the counterparty immediately
      satisfies the repurchase obligation upon being notified of such shortfall);
      or

    


    (vi)  commercial
      paper master notes where the issuer has, at the time of the Master Trust’s
      investment or contractual commitment to invest therein, a rating not lower
      than
      the highest investment category for short term unsecured debt obligations
      granted by the applicable Rating Agency from each Rating Agency then Rating
      the
      Series 1997-1; and

    


    (b)  any
      other investment consisting of a financial asset that by its terms converts
      to
      cash within a finite period of time, provided that the Rating Agency Condition
      is satisfied.

     

    Eligible
      Investments of fund in the Series Principal
      Account and the Liquidity Reserve Acoount will be subject to the following
      additional restrictions:   (X) no more than 20% of the aggregate
      Eligible Investment in all such accounts collectively shall be obligations
      of or investments in any single issuer (except that such 20% limitation shall
      not apply to Eligible investments of the type specified in Clause (a)(i));
      and
      (y) each Eligible Investment shall be denominated and be payable solely in
      U. S.
      dollars, shall bear interest at a specified rate that is, or is based upon,
      LIBOR or a commerical paper rate, shall entitle the holder to a fixed principal
      amount at maturity and shall have a yield that is not inadversely or
      disproportionately affected by changes in interest rates.  


    


    "Excess
      Seller's Percentage"
      shall mean, with respect to any Due Period commencing after the 1990 Trust
      Termination Date, a percentage (which percentage shall never be less than 0%
      nor
      more than 100%) equal to the excess of (a) the Seller's Percentage for such
      Due
      Period, over (b) the percentage equivalent (which percentage shall never be
      less
      than 0% nor more than 100%) of a fraction, the numerator of which is the
      Available Subordinated Amount as of the end of the related Transfer Date and
      the
      denominator of which is the product of (x) the sum of the aggregate
      principal amount of Dealer Notes in the Master Trust and the aggregate principal
      amount of funds on deposit in the Excess Funding Account, both as of the end
      of
      the immediately preceding Due Period and (y) the Series 1997-1 Allocation
      Percentage for the Due Period for which the Excess Seller's Percentage is being
      calculated.

    


    "Excess
      Seller's Principal
      Collections" shall mean, with respect to any Business Day during a Due
      Period commencing after the 1990 Trust Termination Date, the product of (a)
      Series Allocable Principal Collections for such Business Day and (b) the Excess
      Seller's Percentage for such Due Period.

    


    
      
        
        

      

      
        E-333

        
          

        

      

      
        
        

      

    

    "Expected
      Payment Date" shall
      mean the August 2003 Distribution Date.

    


    "Floating
      Allocation
      Percentage" shall mean, with respect to any Due Period commencing after
      the 1990 Trust Termination Date, the percentage equivalent (which percentage
      shall never exceed 100%) of a fraction, the numerator of which is the Invested
      Amount as of the immediately preceding Distribution Date (after giving effect
      to
      all increases and reductions thereof on such Distribution Date) and the
      denominator of which is the product of (a) the sum of the aggregate principal
      amount of Dealer Notes in the Master Trust and the aggregate principal amount
      of
      funds on deposit in the Excess Funding Account, both as of the end of the
      immediately preceding Due Period, and (b) the Series 1997-1 Allocation
      Percentage for the Due Period for which the Floating Allocation Percentage
      is
      being calculated.

    


    "Initial
      Distribution Period"
      shall mean the period from August 19, 1997 through September 24,
      1997.

    


    "Initial
      Invested Amount"
      shall mean $200,000,000.

    


    "Initial
      Spread Account Required
      Amount" shall mean the Projected Spread as of the 1990 Trust Termination
      Date.

    


    "Invested
      Amount" shall mean,
      with respect to any Distri­bu­tion Date, an amount (which shall never be
      less than zero) equal to the Initial Invested Amount, minus the sum of (a) the
      aggregate amount of payments of principal in respect of the Series 1997-1
      Certificates made to Series 1997-1 Certificateholders on or prior to such
      Distribution Date, (b) the aggregate amount of Investor Charge-Offs not
      reimbursed pursuant to Section 4.04(a)(iv) on or prior to such Distribution
      Date
      and (c) the aggregate amount of Series Principal Account Losses on or prior
      to
      such Distribution Date.

    


    "Investment
      Income" shall
      mean, for any Distribution Period with respect to Series 1997-1, the sum of
      (i) income during such Distribution Period from the investment of funds on
      deposit in the Series Principal Account and the Spread Account and (ii) the
      product of (a) the Series Allocation Percentage for such Distribution Period
      and
      (b) income from the investment of funds on deposit in the Collections Account
      and the Excess Funding Account.

    


    "Investor
      Charge-Off" shall
      have the meaning specified in Section 4.06.

    


    "Investor
      Dealer Note Losses"
      shall mean, with respect to any Due Period commencing after the 1990 Trust
      Termination Date, the product of (a) the Floating Allocation Percentage for
      such
      Due Period and (b) Series Allocable Dealer Note Losses for such Due
      Period.

    


    "Investor
      Finance Charge
      Collections" shall mean, with respect to any Due Period commencing after
      the 1990 Trust Termination Date, an amount equal to the product of (a) the
      Floating Allocation Percentage for such Due Period and (b) Series Allocable
      Finance Charge Collections for such Due Period.

    


    
      
        
        

      

      
        E-334

        
          

        

      

      
        
        

      

    

    "Investor
      Principal
      Collections" shall mean, with respect to any Business Day after the 1990
      Trust Termination Date, the sum of (a) the product of (i) with respect to the
      Revolving Period, the Floating Allocation Percentage and with respect to the
      Accumulation Period or any Early Amortization Period, the Principal Allocation
      Percentage, in either case for the Due Period in which such Business Day occurs
      and (ii) Series Allocable Principal Collections for such Business Day and (b)
      on
      any Transfer Date, the amount, if any, of Available Certificateholder Interest
      Collections treated as Investor Principal Collections pursuant to Sections
      4.04(a)(iii) and (iv).

    


    "Investor
      Servicing Fee" shall
      have the meaning specified in Section 3.01.

    


    "LIBOR"
      shall mean
      (a) prior to the 1990 Trust Termination Date, the one-month London
      interbank offered rate as determined by the 1990 Trust Trustee in accordance
      with the 1990 Trust Agreement and (b) after the 1990 Trust Termination
      Date, the interest rate determined by the Master Trust Trustee in accordance
      with the following provisions:

    


    (i)           On
      each LIBOR Determination Date, LIBOR will be determined on the basis of the
      offered rates for deposits in United States Dollars having a one month maturity,
      which appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time,
      on such LIBOR Determination Date.  Such posted offered rates are for
      value on the second Business Day after which dealings in deposits in United
      States Dollars are transacted in the London interbank market.  If at
      least two such offered rates appear on the Reuters Screen LIBO Page, the rate
      in
      respect of such LIBOR Determination Date will be the arithmetic mean (rounded,
      if necessary, to the nearest one hundred-thousandth of a percent) of such
      offered rates as determined by the Master Trust Trustee.  If fewer
      than two offered rates appear, LIBOR in respect of such LIBOR Determination
      Date
      will be determined as if the parties had specified the rate described in (ii)
      below.

    


    (ii)           On
      any LIBOR Determination Date on which fewer than two offered rates appear on
      the
      Reuters Screen LIBO Page as specified in (i) above, LIBOR will be
      determined on the basis of the rates at which deposits in United States Dollars
      are offered by the Reference Banks at approximately 11:00 A.M., London
      time, on such LIBOR Determination Date to prime banks in the London interbank
      market, having a one month maturity, such deposits commencing on the second
      Business Day immediately following such LIBOR Determination Date and in a
      principal amount of not less than U.S. $1,000,000 that is representative for
      a
      single transaction in such market at such time.  The Master Trust
      Trustee will request the principal London office of each of such Reference
      Banks
      to provide a quotation of its rate.  If at least two such quotations
      are provided,  LIBOR in respect of such LIBOR Determination Date will
      be the arithmetic mean (rounded, if necessary, to the nearest one
      hundred-thousandth of a percent) of such quotations.  If fewer than
      two quotations are provided, LIBOR in respect of such LIBOR Determination Date
      will be the arithmetic mean (rounded, if necessary, to the nearest one
      hundred-thousandth of a percent) of the rates quoted by three major banks in
      The
      City of New York selected by the Master Trust Trustee at approximately
      11:00 A.M., New York City time, on such LIBOR Determination Date for loans
      in United States Dollars to leading European banks, having a one month maturity,
      such loans commencing on the second Business Day immediately following such
      LIBOR Determination Date and in a principal amount of not less than U.S.
      $1,000,000 that is representative for a single transaction in such market at
      such time, provided, however, that if the banks in The City of New York selected
      as aforesaid by the Master Trust Trustee are not quoting as mentioned in this
      sentence, LIBOR with respect to such LIBOR Determination Date will be LIBOR
      in
      effect immediately prior to such LIBOR Determination Date.

    


    
      
        
        

      

      
        E-335

        
          

        

      

      
        
        

      

    

    "LIBOR
      Determination Date"
      shall mean, with respect to any Distribution Period, the date which is two
      Business Days prior to the start of such Distribution Period, which with respect
      to the Initial Distribution Period is August 15, 1997.

    "Liquidity
      Reserve Account"
      shall have the meaning specified in Section 4.02(c)(i).

    


    "Maximum
      Subordinated Amount"
      shall mean, with respect to any Transfer Date related to a Due Period commencing
      after the 1990 Trust Termination Date, the product of (a) the Invested
      Amount as of the preceding Distribution Date and (b) the Subordinated
      Percentage; provided,
however,
      that with
      respect to a Transfer Date related to a Due Period occurring during an Early
      Amortization Period, the Maximum Subordinated Amount shall not decline until
      the
      Invested Amount equals the Maximum Subordinated Amount, and thereafter the
      Maximum Subordinated Amount shall equal the Invested Amount.

    


    "Minimum
      Series 1997-1 Seller's
      Interest" shall mean, with respect to any Business Day after the 1990
      Trust Termination Date, the sum of (a) the Available Subordinated Amount as
      of
      the end of the preceding Transfer Date and (b) the Required Excess Seller
      Interest as of the end of the preceding Distribution Date.

    


                          "Monthly
      Interest" shall mean,
      with respect to each Transfer Date related to a Distribution Period, an amount
      equal to the product of (a) the Certificate Rate for such Distribution Period
      and (b) the Invested Amount as of the preceding Distribution Date (or the
      Initial Invested Amount with respect to the first Transfer Date) and (c) a
      fraction, which (i) with respect to the first Transfer Date, shall be equal
      to
      37 dividedby
      360 and  (ii)
      with respect to each subsequent Transfer Date, shall be equal to the actual
      number of days in the related Distribution Period divided by 360.

    


    "Monthly
      Servicing Fee" shall
      have the meaning specified in Section 3.01.

    


    "New
      Vehicle Monthly Interest
      Rate" shall mean, with respect to any Due Period, the product of (a) the
      per annum rate of interest and finance charges billed by NFC during such Due
      Period on New Vehicle Dealer Notes and (b) the quotient of (i) the number
      of days during such Due Period and (ii) the actual number of days in the related
      calendar year.

    


    "Portfolio
      Yield" shall mean,
      with respect to any Due Period, the product of (a) the quotient of (i) Finance
      Charges for such Due Period and (ii) the daily average principal amount of
      Dealer Notes outstanding during such Due Period and (b) a fraction, the
      numerator of which is 365 and the denominator of which is the actual number
      of
      days elapsed during such Due Period.  Portfolio Yield shall be
      expressed as a percentage, and shall be rounded to the nearest one-hundredth
      of
      a percentage point.

    


    
      
        
        

      

      
        E-336

        
          

        

      

      
        
        

      

    

    "Principal
      Allocation
      Percentage" shall mean, with respect to any Due Period commencing on or
      after the 1990 Trust Termination Date and occurring during the Accumulation
      Period or any Early Amortization Period, the percentage equivalent (which
      percentage shall never exceed 100%) of a fraction, the numerator of which is
      the
      Invested Amount as of the end of the Revolving Period and the denominator of
      which is equal to the product of (a) the sum of the aggregate amount of Dealer
      Notes in the Master Trust and the aggregate principal amount of funds on deposit
      in the Excess Funding Account, both as of the end of the Revolving Period and
      (b) the Series 1997-1 Allocation Percentage for the Due Period for which the
      Principal Allocation Percentage is being calculated.

    


    "Principal
      Shortfall" shall
      mean, with respect to Series 1997-1, the Series 1997-1 Principal
      Shortfall.

    


    "Projected
      Dealer Note Income"
shall mean, on any Transfer Date after the 1990 Trust Termination Date,
      an amount equal to the sum of (a) the product of (i) the principal amount of
      Dealer Notes financing new vehicles outstanding on such Transfer Date, (ii)
      the
      New Vehicle Monthly Interest Rate for the Due Period in which such Transfer
      Date
      occurs and (iii) the Series 1997-1 Allocation Percentage for such Due Period
      and
      (b) the product of (i) the principal amount of Dealer Notes financing used
      vehicles outstanding on such Transfer Date, (ii) the Used Vehicle Monthly
      Interest Rate for such Due Period and (iii) the Series 1997-1 Allocation
      Percentage for such Due Period.

    


    "Projected
      Monthly Interest"
      shall mean, on any LIBOR Determination Date after the 1990 Trust Termination
      Date with respect to the related  Distribution Period, an amount equal
      to the product of (a) the Certificate Rate for such Distribution Period, (b)
      the
      Invested Amount as of the immediately preceding Distribution Date and (c) the
      result of (i) the actual number of days in such Distribution Period divided
      by
      (ii) 360.

    


    "Projected
      Monthly Servicing
      Fee" shall mean, on any Transfer Date after the 1990 Trust Termination
      Date with respect to the Due Period in which such Transfer Date occurs, an
      amount equal to one-twelfth of the product of (a) 1%, (b) the aggregate
      principal amount of Dealer Notes as of such Transfer Date, (c) the Series 1997-1
      Allocation Percentage for the Due Period related to such Transfer Date and
      (d) the Floating Allocation Percentage for the Due Period related to such
      Transfer Date.

    


    "Projected
      Spread" shall mean,
      on any Transfer Date after the 1990 Trust Termination Date with respect to
      the
      Distribution Period next following the Distribution Period to which such
      Transfer Date relates, the sum of (a) the positive amount, if any, by which
      (i)
      the sum of (A) Projected Monthly Interest for such Distribution Period, and
      (B)
      the Projected Monthly Servicing Fee for the Due Period in which such Transfer
      Date occurs exceeds (ii) the Projected Dealer Note Income as of such Transfer
      Date and (b) 1.25% of the Invested Amount as of the preceding Distribution
      Date.

    


    "Reassignment
      Amount" shall
      mean, with respect to any Distribution Date, after giving effect to any deposits
      and distributions otherwise to be made on such Distribution Date, the sum of
      (a)
      the Invested Amount on such Distribution Date, and (b) accrued and unpaid
      interest thereon.

    


    
      
        
        

      

      
        E-337

        
          

        

      

      
        
        

      

    

    "Reference
      Banks" shall mean
      the principal London offices of Morgan Guaranty Trust Company of New York,
      Swiss
      Bank Corporation and Barclays Bank PLC.

    


    "Remaining
      Available Seller's
      Principal Calculations" shall have the meaning specified in Section
      4.08(d).

    


    "Required
      Excess Seller
      Interest" shall mean, with respect to any Business Day, 3.0% of the
      Invested Amount as of the end of the preceding Distribution Date (and such
      percentage shall be the "Required Excess Seller Interest
      Percentage").

    "Required
      Subordinated Amount"
      shall mean, with respect to any Transfer Date related to a Due Period commencing
      after the 1990 Trust Termination Date, an amount equal to 87.1% of the Maximum
      Subordinated Amount as of such Transfer Date.

    


    "Revolving
      Due Period" shall
      have the meaning specified in Section 4.12.

    


    "Revolving
      Period" shall mean,
      unless an Early Amortization Event shall have occurred prior thereto, the period
      beginning on the 1990 Trust Termination Date and ending on the earlier of
      (a) the close of business on the Business Day immediately preceding the
      Accumulation Period Commencement Date and (b) the close of business on the
      Business Day immediately preceding the day on which an Early Amortization Event
      occurs.­­

    


    "Seller's
      Percentage" shall
      mean, with respect to any Due Period commencing after the 1990 Trust Termination
      Date, 100% minus (a)
      the Floating Allocation Percentage for such Due Period, when used with respect
      to Finance Charge Collections and Dealer Note Losses at all times or Principal
      Collections during the Revolving Period, and (b) the Principal Allocation
      Percentage for such Due Period, when used with respect to Principal Collections
      during the Accumulation Period or any Early Amortization Period.

    


    "Seller's
      Principal
      Collections" shall mean, with respect to any Business Day after the 1990
      Trust Termination Date, an amount equal to the sum of (a) Available Seller's
      Principal Collections for such Business Day and (b) Excess Seller's Principal
      Collections for such Business Day.

    


    "Series
      1997-1" shall mean the
      Series of Investor Certificates, the terms of which are specified in this Series
      Supplement.

    


    "Series
      1997-1 Accounts" shall
      mean, collectively, the Series Principal Account, the Distribution Account
      maintained for the Series 1997-1 Certificateholders, the Liquidity Reserve
      Account and the Spread Account.

    


    
      
        
        

      

      
        E-338

        
          

        

      

      
        
        

      

    

    "Series
      1997-1 Accumulation Period
      Principal Shortfall" shall mean, with respect to any Business Day
      occurring  during the Accumulation Period, the excess, if any, of the
      Controlled Deposit Amount for the Due Period in which such Business Day occurs
      over the amount of Investor Principal Collections deposited in the Series
      Principal Account on such Business Day when added to the amount of Investor
      Principal Collections previously deposited in the Series Principal Account
      during such Due Period.

    


    "Series
      1997-1 Allocation
      Percentage" shall mean the Series Allocation Percentage with respect to
      Series 1997-1.

    


    "Series
      1997-1
      Certificateholders" shall mean the holders of Series 1997-1
      Certificates.

    


    "Series
      1997-1 Certificateholders'
      Interest" shall mean that portion of the Certificateholders' Interest
      evidenced by the Series 1997-1 Certificates.

    


    "Series
      1997-1 Certificates"
      shall mean any one of the certificates executed by the Seller and authenticated
      by the Master Trust Trustee, substantially in the form of Exhibit A.

    


    "Series
      1997-1 Principal
      Shortfall" shall equal either (a) with respect to any Business Day
      occurring  during the Accumulation Period, the Series 1997-1
      Accumulation Period Principal Shortfall or (b) with respect to any Business
      Day during any Early Amortization Period, the excess, if any, of the Invested
      Amount (reduced by (i) amounts on deposit in the Series Principal Account and
      (ii) the aggregate amount of Series Principal Account Losses for the
      Distribution Period in which such Business Day occurs) as of the immediately
      preceding Distribution Date over Investor Principal Collections for such
      Business Day.

    


    "Series
      1997-1 Rating Agency
      Condition" shall mean, with respect to any action, that each Rating
      Agency shall have notified the Seller, the Servicer, and the Master Trust
      Trustee in writing that such action will not result in a reduction or withdrawal
      of the rating of the Series 1997-1 Certificates with respect to which it is
      a
      Rating Agency.

    


    "Series
      1997-1 Shared Principal
      Collections" shall have the meaning specified in Section
      4.09(b).

    


    "Series
      1997-1 Shared Seller
      Principal Collections" shall have the meaning specified in Section
      4.08(d)(iv).

    


    "Series
      Allocable Dealer Note
      Losses" shall mean, with respect to any Due Period commencing after the
      1990 Trust Termination Date, the product of (a) the Series 1997-1 Allocation
      Percentage for such Due Period and (b) Dealer Note Losses for such Due
      Period.

    


    "Series
      Allocable Finance Charge
      Collections" shall mean, with respect to any Due Period, the product of
      (a) the Series 1997-1 Allocation Percentage for such Due Period and (b) the
      amount of Finance Charge Collections for such Due Period.

    


    
      
        
        

      

      
        E-339

        
          

        

      

      
        
        

      

    

    "Series
      Allocable Principal
      Collections" shall mean, with respect to any Business Day, the sum of
      (a) the product of (i) the Series 1997-1 Allocation Percentage for the
      related Due Period and (ii) the amount of Principal Collections deposited
      in the Collections Account on such Business Day and (b) if the Accumulation
      Period Commencement Date occurs on such Business Day, the product of (i) the
      Series 1997-1 Allocation Percentage for such Due Period and (ii) the amount
      of
      funds on deposit in the Excess Funding Account on such Accumulation Period
      Commencement Date.

    


    "Series
      Invested Amount" shall
      mean, with respect to Series 1997-1, the Invested Amount.

    


    "Series
      Principal Account"
      shall have the meaning specified in Section 4.02(a)(i).

    


    "Series
      Principal Account
      Losses" shall mean losses of principal on investment of funds in the
      Series Principal Account.

    


    "Series
      Termination Date"
      shall mean the August 2006 Distribution Date.

    "Specified
      Accumulation Period
      Commencement Date" shall mean November 1, 2002.

    


    "Spread
      Account" shall have
      the meaning specified in Section 4.02(b)(i).

    


    "Spread
      Account Deposit
      Amount" shall mean, with respect to any Transfer Date, the amount, if
      any, by which the Projected Spread exceeds the amount of funds on deposit in
      the
      Spread Account.

    


    "Subject
      Month" shall have the
      meaning specified in Section 4.12.

    


    "Subordinated
      Percentage"
      shall mean 15.5%.

    


    "Turnover"
      shall have the
      meaning specified in Section 6.01(k).

    


    "Used
      Vehicle Monthly Interest
      Rate" shall mean, with respect to any Due Period, the product of (i) the
      per annum rate of interest and finance charges billed by NFC during such Due
      Period on Used Vehicle Dealer Notes and (ii) the quotient of
      (a) a number equal to the number of days during such Due Period and
      (b) the actual number of days in the related calendar year.

    


    
      
        
        

      

      
        E-340

        
          

        

      

      
        
        

      

    

    (b)           Notwithstanding
      anything to the contrary in this Series Supplement or the Agreement, the term
      "Rating Agency" shall mean, whenever used in this Series Supplement or the
      Agreement with respect to Series 1997-1, Moody's and Standard &
Poor's.  As used in this Series Supplement and in the Agreement with
      respect to Series 1997-1, "highest investment category" shall mean (i) in the
      case of Standard & Poor's, A-1+ or AAA, as applicable, and (ii) in the case
      of Moody's, P-1 or Aaa, as applicable.

    


    (c)           All
      capitalized terms used herein and not otherwise defined herein have the same
      meanings ascribed to them in the Agreement.

     

    (d)           The
      words "hereof," "herein" and "hereunder" and words of similar import when used
      in this Series Supplement shall refer to this Series Supplement as a whole
      and
      not to any particular provision of this Series Supplement; references to any
      Article, Section or Exhibit are references to Articles, Sections and Exhibits
      in
      or to this Series Supplement unless otherwise specified; and the term
      "including" means "including without limitation."

    


    (e)           As
      used in this Series Supplement, references to the Available Subordinated Amount
      "as of the end" of a Transfer Date shall mean the Available Subordinated Amount
      as of  such Transfer Date, after giving effect to all increases and
      reductions thereof pursuant to Article IV hereof.

    


    (f)           As
      used in this Series Supplement, accounting terms which are not defined, and
      accounting terms partly defined, herein shall have the respective meanings
      given
      to them under generally accepted accounting principles as in effect on the
      date
      hereof.  To the extent that the definitions of accounting terms in
      this Series Supplement are inconsistent with the meanings of such terms under
      generally accepted accounting principles, the definitions contained in this
      Series Supplement will control.

    (g)           With
      respect to any Distribution Date or Transfer Date, the "related Due Period"
      and
      the "related Distribution Period" will mean the Due Period and Distribution
      Period, respectively, immediately preceding such Distribution Date or Transfer
      Date, and the relationships between Due Periods and Distribution Periods will
      be
      correlative to the foregoing relationships.  With respect to any LIBOR
      Determination Date, the "related Distribution Period" will mean the Distribution
      Period beginning on the Distribution Date immediately following such LIBOR
      Determination Date.

    


    (h)           Each
      defined term used in this Series Supplement has a comparable meaning when used
      in  its plural or singular form.  Each gender-specific term
      used in this Series Supplement has a comparable meaning whether used in a
      masculine, feminine or gender-neutral form.

    


    
      
        
        

      

      
        E-341

        
          

        

      

      
        
        

      

       

      ARTICLE
        III

      SERVICING
        FEE

    

    


    SECTION
      III.1      Servicing
      Compensation.  The monthly servicing fee (the "Monthly
      Servicing Fee") shall be payable to the Servicer, in arrears, on each
      Distribution Date in respect of a Due Period (or portion thereof) commencing
      after the 1990 Trust Termination Date and occurring prior to the earlier of
      the
      first Distribution Date following the Series Termination Date and the first
      Distribution Date on which the Invested Amount is zero, in an amount equal
      to
      one-twelfth of the result of (a) 1% multipliedby
      (b) the aggregate
      principal amount of Dealer Notes outstanding as of the last day of such Due
      Period and multipliedby
      (c) the Series 1997-1
      Allocation Percentage with respect to such Due Period.  The share of
      the Monthly Servicing Fee allocable to the Series 1997-1 Certificateholders
      with
      respect to any Transfer Date (the "Investor Servicing Fee") shall be equal
      to
      the product of (a) the Monthly Servicing Fee and (b) the Floating
      Allocation Percentage with respect to such Due Period.  The remainder
      of the Monthly Servicing Fee shall be paid by the Seller and in no event shall
      the Master Trust, the Master Trust Trustee or the ­Series 1997-1
      Certificateholders be liable for the share of the Monthly Servicing Fee to
      be
      paid by the Seller; and the remainder of the Servicing Fee shall be paid by
      the
      Seller and the Investor Certificateholders of other Series and the Series 1997-1
      Certificateholders shall in no event be liable for the share of the Servicing
      Fee to be paid by the Seller or the Investor Certificateholders of other
      Series.  The Investor Servicing Fee shall be payable to the Servicer
      solely to the extent amounts are available for distribution in accordance with
      the terms of this Series Supplement.

    


    The
      Servicer will be permitted, in its sole discretion, to waive the Monthly
      Servicing Fee for any Distribution Date by notice to the Master Trust Trustee
      on
      or before the related Determination Date; provided, however,
      that the Servicer
      believes that sufficient Series Allocable Finance Charge Collections will be
      available on any future Distribution Date to pay the Investor Servicing Fee
      relating to the waived Monthly Servicing Fee.  If the Servicer so
      waives the Monthly Servicing Fee for any Distribution Date, the Monthly
      Servicing Fee and the Investor Servicing Fee for such Distribution Date shall
      be
      deemed to be zero for all purposes of this Series Supplement and the Agreement;
      provided, however,
      that such Investor
      Servicing Fee shall be paid on a future date solely to the extent amounts are
      available therefor pursuant to Section 4.04(a)(vi); and providedfurther
      that, to the extent
      any such waived Investor Servicing Fee is so paid, the related portion of the
      Monthly Servicing Fee to be paid by the Seller shall be paid by the Seller
      to
      the Servicer.

     

    
      
        
        

      

      
        E-342

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

    
      RIGHTS
        OF
        SERIES 1997-1 CERTIFICATEHOLDERS 

    

    
      AND
        ALLOCATION AND APPLICATION OF COLLECTIONS

       

    

          SECTION
      IV.1      Rights
      of the ­Series
      1997-1 Certificateholders.  The Series 1997-1 Certificates
      shall represent frac­tional undivided interests in the Master Trust,
      consisting of the right to receive, to the extent necessary to make the required
      payments with respect to the Series 1997-1 Certificates at the times and in
      the
      amounts specified in this Series Supplement, Collections allocated to Series
      1997-1 pursuant to Article IV of the Agreement and this Article IV, funds on
      deposit in the Collections Account and the Excess Funding Account allocable
      to
      Series 1997-1 Certificateholders pursuant to Article IV of the Agreement and
      this Article IV, and funds on deposit in the Series 1997-1 Accounts
      (collectively, the "Series 1997-1 Certificateholders' Interest"), it being
      understood that the Series 1997-1 Certifi­cate­s shall not represent any
      interest in any Series Account or Enhancement for the benefit of any other
      Series or Class.  The Servicer shall apply, or instruct the Master
      Trust Trustee to apply, all funds on deposit in the Collections Account and
      Excess Funding Account allocable to the Series 1997-1 Certif­i­cates,
      and all funds on deposit in the Series Principal Account, the Spread Account
      and
      the Distri­bution Account maintained for the ­Series 1997-1
      Certificateholders, as described in this Article IV.

     

    SECTION
      IV.2      Establishment
      of Series
      Principal Account, Spread Account and Liquidity Reserve
      Account.

    


    
      	
               

            	
              (a)

            	
              Series
                Principal
                Account.

            


    

    


    (i)           On
      or prior to the commencement of an Early Amortization Period or the Accumulation
      Period, the Master Trustee, for the benefit of the Series 1997-1
      Certificateholders, shall establish and maintain in the name of the Master
      Trust
      an Eligible Deposit Account bearing a designation clearly indicating that the
      funds deposited therein are held for the benefit of the Series 1997-1
      Certificateholders (the "Series Principal Account").  The Master Trust
      Trustee shall possess all right, title and interest in all funds on deposit
      from
      time to time in the Series Principal Account and in all proceeds
      thereof.  Pursuant to authority granted to it pursuant to Section
      3.01(b) of the Agreement, the Servicer shall have the revocable power to
      instruct the Master Trust Trustee to withdraw funds from the Series Principal
      Account for the purpose of carrying out the duties of the Servicer under this
      Series Supplement and the Agreement.  The Servicer at all times shall
      maintain accurate records reflecting each transaction in the Series Principal
      Account.

    


    (ii)                      Funds
      on deposit in the Series Principal Account overnight or for a longer period
      shall at all times be invested in Eligible Investments at the direction of
      the
      Servicer or its agent, subject to the restrictions set forth in the Agreement
      and subject to the requirement that each such Eligible Investment shall have
      a
      stated maturity on or prior to the following Transfer Date (or such longer
      maturity as shall be allowed upon satisfaction of the Series 1997-1 Rating
      Agency Condition).  Net interest and earnings (less investment
      expenses) on funds on deposit in the Series Principal Account, if any, shall
      be
      allocated and distributed as provided in Section 4.03(a) or Section 4.04, as
      applicable.

    


    
      	
               

            	
              (b)

            	
              Spread
                Account.
                 

            


    

    


    
      
        
        

      

      
        E-343

        
          

        

      

      
        
        

      

    

    (i)           On
      or prior to the 1990 Trust Termination Date, the Master Trust Trustee, for
      the
      benefit of the Series 1997-1 Certificateholders, shall cause to be established
      and maintained in the name of the Master Trust, an Eligible Deposit Account
      bearing a designation clearly indicating that the funds deposited therein are
      held for the benefit of the Series 1997-1 Certificateholders (the "Spread
      Account").  The Master Trust Trustee shall possess all right, title
      and interest in all funds on deposit from time to time in the Spread Account
      and
      in all proceeds thereof.  Pursuant to authority granted to it pursuant
      to Section 3.01(b) of the Agreement, the Servicer shall have the revocable
      power
      to instruct the Master Trust Trustee to withdraw funds from the Spread Account
      for the purpose of carrying out the duties of the Servicer under this Series
      Supplement and the Agreement.  The Servicer at all times shall
      maintain accurate records reflecting each transaction in the Spread
      Account.  As of the 1990 Trust Termination Date, the Servicer shall
      cause to be deposited in the Spread Account an amount equal to the lesser of
      (A)
      the Projected Spread as of the immediately preceding Transfer Date and (B)
      the
      amount of funds on deposit in the 1990 Trust Spread Account multipliedby
      a fraction, the numerator
      of which is the Projected Spread as of the immediately preceding Transfer Date,
      and the denominator of which is the projected spreads as of the immediately
      preceding Transfer Date for all outstanding Series which have spread
      accounts.

    


    (ii)                      Funds
      on deposit in the Spread Account overnight or for a longer period shall at
      all
      times be invested in Eligible Investments at the direction of the Servicer
      or
      its agent, subject to the restrictions set forth in the Agreement and subject
      to
      the requirement that each such Eligible Investment shall have a stated maturity
      on or prior to the following Transfer Date.  Net interest and earnings
      (less investment expenses) on funds on deposit in the Spread Account, if any,
      shall be allocated and distributed as provided in Section 4.04.

    


    (iii)                      On
      any Transfer Date related to a Due Period commencing after the 1990 Trust
      Termination Date on which the amount of funds on deposit in the Spread Account
      is greater than the Projected Spread on such Transfer Date, the Servicer shall
      withdraw the amount of such excess from the Spread Account and allocate and
      pay
      such excess to the Seller.

    


    (iv)                      Upon
      the commencement of and during an Early Amortization Period, the Master Trust
      Trustee will deposit all funds in the Spread Account into the Liquidity Reserve
      Account, and no additional funds shall be deposited into the Spread
      Account.

    


    
      
        
        

      

      
        E-344

        
          

        

      

      
        
        

      

    

    (c)           Liquidity
      Reserve
      Account.

    


    (i)           The
      Master Trust Trustee, for the benefit of the Seller, shall establish on or
      prior
      to the commencement of an Early Amortization Period and maintain or cause to
      be
      established and maintained in the name of the Master Trust Trustee, an Eligible
      Deposit Account bearing a designation clearly indicating that the funds
      deposited therein are held for the benefit of the Seller (the "Liquidity Reserve
      Account").  The Seller shall possess all right, title and interest in
      all funds on deposit from time to time in the Liquidity Reserve Account and
      in
      all proceeds thereof; provided, however,
      that no funds on
      deposit in the Liquidity Reserve Account shall be paid to the Seller if such
      payment would reduce the funds in such account below an amount equal to the
      Available Subordinated Amount.  Pursuant to authority granted to it
      pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the
      revocable power to instruct the Master Trust Trustee to withdraw funds from
      the
      Liquidity Reserve Account for the purpose of fulfilling the obligations of
      the
      Seller under this Series Supplement and the Agreement.  The Servicer
      at all times shall maintain accurate records reflecting transactions in the
      Liquidity Reserve Account.

    


    (ii)                      Funds
      on deposit in the Liquidity Reserve Account overnight or for a longer period
      shall at all times be invested in Eligible Investments at the direction of
      the
      Seller or its agent, subject to the restric­tions set forth in the
      Agreement.  Any Eligible Investment with a stated maturity shall
      mature on or prior to the following Transfer Date.  All net interest
      and earnings (less investment expenses) on funds on deposit in the Liquidity
      Reserve Account, if any, shall be paid to the Seller.  On any Transfer
      Date commencing after the 1990 Trust Termination Date on which the amount on
      deposit in the Liquidity Reserve Account exceeds the Available Subordinated
      Amount as of the end of such Transfer Date, the Servicer shall withdraw the
      amount of such excess from the Liquidity Reserve Account and allocate and pay
      such excess to the Seller.

    


    (d)           Replacement
      Series 1997-1
      Accounts.  If, at any time, any of the Series 1997-1 Accounts
      ceases to be an Eligible Deposit Account, the Master Trust Trustee (or the
      Servicer on its behalf) shall upon the earlier of (a) 30 calendar days, or
      (b)
      the next Determination Date, establish a new Series 1997-1 Account meeting
      the
      conditions specified in paragraphs (a), (b), (c) or (d) above, as applicable,
      as
      an Eligible Deposit Account and shall transfer any cash and/or any investments
      to such new Series 1997-1 Account.  Neither the Seller, the Servicer
      nor any person or entity claiming by, through or under the Seller, the Servicer
      or any such person or entity shall have any right, title or interest in, or
      any
      right to withdraw any amount from, any Series 1997-1 Account, except as
      expressly provided herein.

    


    
      
        
        

      

      
        E-345

        
          

        

      

      
        
        

      

    

    SECTION
      IV.3  Application of Class
      A-5
      Investor Certificate Collections Prior to the 1990 Trust Termination
      Date.

    


    (a)           Class
      A-5 Investor
      Certificate Interest Collections.  On each Distribution Date
      related to a Due Period commencing prior to the 1990 Trust Termination Date,
      the
      Master Trust Trustee, acting in accordance with instructions from the Servicer,
      shall apply Class A-5 Investor Certificate Interest Collections for such Due
      Period and Investment Income for the related Distribution Period in the
      following amounts and in the following order of priority:

    


    (i)           Monthly
      Interest.  An amount equal to Monthly Interest for the related
      Distribution Period plus any Monthly Interest
      due
      with respect to any prior Distribution Period not previously distributed to
      the
      Series 1997-1 Certificateholders on a prior Distribution Date, plus to the extent permitted
      by law, interest at the Certificate Rate that has accrued on Monthly Interest
      that was due pursuant to this clause (i) but was not previously distributed
      to
      the Series 1997-1 Certificateholders on a prior Distribution Date shall be
      deposited in the Distribution Account.

    


    (ii)  Allocation
      to
      Seller.  Any remaining Class A-5 Investor Certificate Interest
      Collections for the related Due Period and Investment Income for the related
      Distribution  Period shall be allocated and paid to the
      Seller.

    


    (b)           Class
      A-5 Investor
      Certificate Principal Collections.  On each Transfer Date
      related to a Due Period commencing prior to the 1990 Trust Termination Date
      and
      occurring during an Early Amortization Period, the Master Trust Trustee, acting
      in accordance with instructions from the Servicer, shall withdraw from the
      Collections Account and apply Class A-5 Investor Certificate Principal
      Collections, if any, for the related Due Period in the following amounts and
      in
      the following order of priority:

    


    (i)           Invested
      Amount.  An amount equal to the excess of the Invested Amount
      over the amount of all previous deposits to the Series Principal Account
      pursuant to this Section 4.03(b)(i) shall be deposited in the Series Principal
      Account.

    


    (ii)                      Allocation
      to
      Seller.  Any remaining Class A-5 Investor Certificate Principal
      Collections for such Due Period shall be allocated and paid to the
      Seller.

    


    
      
        
        

      

      
        E-346

        
          

        

      

      
        
        

      

    

    SECTION
      IV.4  Application of Available
      Certificateholder Interest Collections After the 1990 Trust Termination
      Date.

    


    (a)           Application
      of Available
      Certificateholder Interest Collections.  On each Transfer Date
      related to a Due Period commencing after the 1990 Trust Termination Date, the
      Master Trust Trustee, acting in accordance with instructions from the Servicer,
      shall apply Available Certificateholder Interest Collections for such Due Period
      in the following amounts and in the following order of priority:

    


    (i)           Investor
      Servicing
      Fee.  An amount equal to the Investor Servicing Fee for such
      Due Period (unless such amount has been netted against deposits to the
      Collections Account or waived) shall be allocated and paid to the
      Servicer.

    


    (ii)                      Monthly
      Interest.  An amount equal to Monthly Interest for the
      Distribution Period, plus any Monthly Interest
      due
      with respect to any prior Distribution Period but not previously distributed
      to
      the Series 1997-1 Certificateholders on a prior Distribution Date, plus to the extent permitted
      by law, additional interest at the Certificate Rate for such Distribution Period
      that has accrued on Monthly Interest that was due pursuant to this clause (ii)
      but was not previously distributed to the Series 1997-1 Certificateholders
      on a
      prior Distribution Date shall be deposited in the Distribution
      Account.

    


    (iii)                      Investor
      Dealer Note
      Losses.  An amount equal to the Investor Dealer Note Losses, if
      any, for such Due Period shall be reimbursed by being treated as Investor
      Principal Collections for such Transfer Date.

    


    (iv)                      Reimbursement
      of Investor
      Charge-Offs.  An amount equal to the aggregate amount of
      unreimbursed Investor Charge-Offs, if any, for any prior Due Period shall be
      reimbursed by being treated as Investor Principal Collections for such Transfer
      Date.

    


    (v)           Spread
      Account Deposit
      Amount.  An amount equal to the Spread Account Deposit Amount,
      if any, for such Transfer Date shall be deposited into the Spread
      Account.

    


    
      
        
        

      

      
        E-347

        
          

        

      

      
        
        

      

    

    (vi)                      Deferred
      Investor Servicing
      Fee.  An amount equal to the aggregate outstanding amounts of
      the Investor Servicing Fee which have been previously waived pursuant to Section
      3.01 (unless such amounts have been waived again) shall be allocated and paid
      to
      the Servicer.

    


    (vii)                      Reinstatement
      of Available
      Subordinated Amount.  An amount equal to the excess, if any, of
      the Maximum Subordinated Amount as of the end of the preceding Transfer Date
      over the Available Subordinated Amount as of the end of the preceding Transfer
      Date shall be (A) during the Revolving Period or the Accumulation Period,
      allocated and paid to the Seller or (B) during an Early Amortization
      Period, deposited in the Liquidity Reserve Account, and in either case (A)
      or
      (B) the Available Subordinated Amount shall be reinstated by the amount of
      such
      payment or deposit.

    


    (viii)                      Excess
      Interest
      Collections.  Any remaining  Available
      Certificateholder Interest Collections shall be treated as Excess Interest
      Collections, and applied pursuant to Section 4.03(f) of the
      Agreement.

    


    If
      Available Certificateholder Interest Collections are not sufficient to satisfy
      each of the applications described in clauses (i) through (vii) above on any
      Transfer Date, then Excess Interest Collections from other Series allocable
      to
      Series 1997-1 will be applied as Available Certificateholder Interest
      Collections in the priority and the manner described in clauses (i) through
      (vii) above.  If Excess Interest Collections are less than the
      shortfalls for all Series that provide for allocations of Excess Interest
      Collections, such Excess Interest Collections shall be allocable to shortfalls
      for Series 1997-1 and any other Series that so provides pro rata based on the
      relative amounts of each Series' shortfall.

    


    SECTION
      IV.5  Application of Available
      Seller's Finance Charge Collections, Spread Account and Liquidity Reserve
      Account to Deficiency Amount.

    


    (a)           On
      each Transfer Date commencing after the 1990 Trust Termination Date, the
      Servicer shall determine the amount (the "Deficiency Amount"), if any, by which
      the amount of the entire allocations required on such Transfer Date by Sections
      4.04(a)(i) through (iv) exceeds the amount of Available Certificateholder
      Interest Collections for such Due Period and Excess Interest Collections
      allocated to Series 1997-1 on such Transfer Date, if any, for the related Due
      Period.

    


    (b)           If
      the Deficiency Amount for any Transfer Date is greater than zero, the Master
      Trust Trustee, acting in accordance with instructions from the Servicer, shall
      apply available funds from the following sources in the following order of
      priority in the same manner as Available Certificateholder Interest Collections,
      each of which applications shall reduce such Deficiency Amount (all such
      available funds being the "Available Draw Funds" for such Transfer
      Date):

    


    
      
        
        

      

      
        E-348

        
          

        

      

      
        
        

      

    

    (i)           Available
      Seller's Finance Charge Collections;

    (ii)          funds
      on deposit in the Spread Account;

    


    (iii)        for
      any Transfer Date occurring during any Early Amortization Period, funds on
      deposit in the Liquidity Reserve Account;

    


    provided,
however,
      that the amount
      applied pursuant to this Section 4.05(b) shall not exceed the Draw
      Amount.  The Available Subordinated Amount shall be reduced by the
      aggregate amount of Available Draw Funds applied pursuant to this Section
      4.05(b).

    


    (c)           If
      all of the amounts applied pursuant to Section 4.05(a) and (b) are insufficient
      to make the entire application described in Section 4.04(a)(iii), the Available
      Subordinated Amount shall be reduced (but not below zero) by the amount of
      such
      deficiency and any remaining Investor Dealer Note Losses shall be deemed to
      be
      reimbursed to the extent of such reduction.

    


    SECTION
      IV.6  Investor
      Charge-Offs.  If, for any Transfer Date on which the Available
      Subordinated Amount equals or is reduced to zero (after giving effect to the
      allocations, distributions, withdrawals and deposits to be made on such Transfer
      Date) and the Deficiency Amount for such Transfer Date (as reduced by the
      applications required by Section 4.05 of this Series Supplement) is greater
      than
      zero, the Invested Amount shall be reduced by the lesser of (i) such remaining
      Deficiency Amount for such Transfer Date and (ii) the amount of Investor Dealer
      Note Losses for the related Due Period remaining unreimbursed after all
      applications of funds or reductions of the Available Subordinated Amount
      pursuant to Sections 4.04 and 4.05 (such lesser amount being an "Investor
      Charge-Off").

    


    SECTION
      IV.7  Application of Seller's
      Finance Charge Collections After the 1990 Trust Termination
      Date.

    


    (a)           Application
      of Available
      Seller's Finance Charge Collections.  On each Transfer Date
      related to a Due Period commencing after the 1990 Trust Termination Date, the
      Master Trust Trustee, acting in accordance with instructions from the Servicer,
      shall withdraw and apply from the Collections Account to the extent of Available
      Seller's Finance Charge Collections for such Due Period, the following amounts
      in the following order of priority:

    


    (i)           On
      each Transfer Date related to a Due Period for which a Deficiency Amount exists,
      the amount required by Section 4.05(b)(i) shall be applied as specified in
      Section 4.05(b).

    


    
      
        
        

      

      
        E-349

        
          

        

      

      
        
        

      

    

    (ii)                      On
      each Transfer Date related to a Due Period occurring during an Early
      Amortization Period, the amount, if any, by which the Available Subordinated
      Amount as of the end of such Transfer Date exceeds the amount of funds on
      deposit in the Liquidity Reserve Account shall be deposited in the Liquidity
      Reserve Account.

    


    (iii)                      On
      each Transfer Date on which the full Spread Account Deposit Amount was not
      deposited in the Spread Account pursuant to Section 4.04(a)(v), an amount equal
      to the shortfall in such Spread Account Deposit Amount shall be deposited in
      the
      Spread Account.

    (iv)                      Any
      remaining Available Seller's Finance Charge Collections for the related Due
      Period shall be allocated and paid to the Seller.

    


    (b)           Application
      of Series
      Allocable Finance Charge Collections to the Seller.  On each
      Transfer Date related to a Due Period commencing after the 1990 Trust
      Termination Date, the Master Trust Trustee, acting in accordance with
      instructions from the Servicer, shall withdraw from the Collections Account
      and
      allocate and pay to the Seller an amount equal to the product of (i) the result
      of the Excess Seller's Percentage for such Due Period minus the Required Excess
      Seller Interest Percentage and (ii) Series Allocable Finance Charge Collections
      for such Due Period.

    


    SECTION
      IV.8  Application of Series
      Allocable Principal Collections After the 1990 Trust Termination
      Date.  On each Business Day after the 1990 Trust Termination
      Date, the Master Trust Trustee, acting in accordance with instructions from
      the
      Servicer, shall withdraw Series Allocable Principal Collections for such
      Business Day from the Collections Account and apply such funds in the following
      amounts:

    


    (a)           Investor
      Principal
      Collections During Revolving Period.  During the Revolving
      Period, an amount equal to Investor Principal Collections for such Business
      Day
      shall be treated as Shared Principal Collections, and applied, pursuant to
      the
      written direction of the Servicer, pursuant to Section 4.03(e) of the
      Agreement.

    


    
      
        
        

      

      
        E-350

        
          

        

      

      
        
        

      

    

    (b)           Investor
      Principal
      Collections during Accumulation Period or Early Amortization
      Period.  During the Accumulation Period or any Early
      Amortization Period,  Investor Principal Collections for such Business
      Day shall be allocated to the Series 1997-1 Certificateholders and deposited
      into the Series Principal Account to the extent the Invested Amount as of the
      preceding Distribution Date exceeds the amount of funds on deposit in the Series
      Principal Account on such Business Day; provided, however,
      that for each
      Business Day of a Due Period occurring during the Accumulation Period, the
      amount of Investor Principal Collections deposited in the Series Principal
      Account on such Business Day,  when added to the amount of Investor
      Principal Collections previously deposited in the Series Principal Account
      during such Due Period, shall not exceed the Controlled Deposit Amount for
      such
      Due Period.  Any Investor Principal Collections remaining after the
      applications described in the preceding sentence shall be treated as Shared
      Principal Collections, and applied, pursuant to the written direction of the
      Servicer, pursuant to Section 4.03(e) of the Agreement.

    


    (c)           Seller's
      Principal
      Collections During the Revolving Period.  During the Revolving
      Period, all Seller's Principal Collections for such Business Day shall be deemed
      to be Series 1997-1 Shared Seller Principal Collections and shall be allocated
      as provided in Section 4.08(d)(iii).

    


    (d)           Seller's
      Principal
      Collections During Accumulation Period or Early Amortization Period; Shared
      Seller Principal Collections.

    


    (i)           During
      the Accumulation Period, Available Seller's Principal Collections for such
      Business Day shall be deemed to be "Remaining Available Seller's Principal
      Collections," which shall be included in Series 1997-1 Shared Seller Principal
      Collections and allocated as provided in clause (iii) below.  During
      the Accumulation Period, Excess Seller's Principal Collections shall be included
      in Series 1997-1 Shared Seller Principal Collections and allocated as provided
      in clause (iii) below.

    


    (ii)                      During
      any Early Amortization Period Available Seller's Principal Collections for
      such
      Business Day shall be deposited in the Liquidity Reserve Account to the extent
      the Available Subordinated Amount as of the end of the immediately preceding
      Transfer Date exceeds the amount of funds on deposit in the Liquidity Reserve
      Account (including amounts deposited pursuant to Section
      4.07(a)(ii)).  The amount required to be deposited pursuant to the
      preceding sentence shall be reduced by the amount of Available Seller's Finance
      Charge Collections deposited in the Liquidity Reserve Account on such Business
      Day.  Any remaining Available Seller's Principal Collections for such
      Business Day shall be deemed to be "Remaining Available Seller's Principal
      Collections."  During any Early Amortization Period, all Excess
      Seller’s Principal Collections, all Remaining Available Seller’s Principal
      Collections and all shared seller principal collections of any other Series
      that
      provides for shared seller principal collections not allocated in respect of
      principal shortfalls shall be allocated and paid to the Seller or deposited
      in
      the Excess Funding Account to the extent necessary to maintain the Master Trust
      Seller’s Interest at an amount equal to (or, in the Seller’s discretion, greater
      than) the Minimum Master Trust Seller’s Interest.

    


    
      
        
        

      

      
        E-351

        
          

        

      

      
        
        

      

    

    (iii)                      During
      the Revolving Period or the Accumulation Period, Series 1997-1 Shared Seller
      Principal Collections, if any, and shared seller principal collections for
      any
      other Series that provides for shared seller principal collections shall be
      determined on each business day and allocated in the following
      priority:  (i) to the 1997-1 Series to the extent of any Series 1997-1
      Accumulation Period Principal Shortfall and to any other Series to the extent
      such Series provides for the use of shared seller principal collections in
      respect of principal shortfalls, (ii) to the Excess Funding Account to the
      extent necessary to maintain the Master Trust Seller’s Interest at an amount
      equal to (or, in the discretion of the Seller, greater than) the Minimum Master
      Trust Seller’s Interest and (iii) to the Seller.  If shared seller
      principal collections for all Series, including Series 1997-1 Shared Seller
      Principal Collections, are less than the shortfalls for which shared seller
      principal collections may be used, including any Series 1997-1 Accumulation
      Period Principal Shortfall, then such shared seller principal collections will
      be allocated to all such shortfalls, including any Series 1997-1 Accumulation
      Period Principal Shortfall, pro rata based on the
      relative amounts of each such shortfall.

    


    (iv)                      “Series
      1997-1 Shared Seller Principal Collections” means on each business day (i)
      during a Revolving Period, all Available Seller’s Principal Collections and all
      Excess Seller’s Principal Collections and (ii) during an Accumulation Period,
      all Remaining Available Seller’s Principal Collections and all Excess Seller’s
      Principal Collections.  There shall be no Series 1997-1 Shared Seller
      Principal Collections during any Early Amortization Period.

    


    (e)           If
      on any Distribution Date during an Early Amortization Period after the
      application of all funds to be allocated or distributed on such date the excess,
      if any, of (x) the Invested Amount over (y) the amount in the Series Principal
      Account (the “Early Amortization Period Shortfall Amount”) is less than or equal
      to the aggregate amount of funds contained in the Liquidity Reserve Account
      then
      funds shall be withdrawn in an amount equal to the Early Amortization Period
      Shortfall Amount and shall be deposited in the Series Principal
      Account.

    


    SECTION
      IV.9  Shared
      Principal Collections.

    


    (a)           That
      portion of Shared Principal Collections for any Business Day equal to the amount
      of Series 1997-1 Shared Principal Collections for such Business Day will be
      allocated to Series 1997-1 and will be applied in the same manner as Investor
      Principal Collections pursuant to Section 4.08(b) and otherwise will be
      deposited in the Excess Funding Account to the extent necessary to maintain
      the
      Master Trust Seller's Interest at an amount equal to (or, in the discretion
      of
      the Seller, greater than) the Minimum Master Trust Seller's Interest or
      allocated to the Seller..

    


    
      
        
        

      

      
        E-352

        
          

        

      

      
        
        

      

    

    (b)           "Series
      1997-1 Shared Principal Collections," with respect to any Business Day
      commencing after the 1990 Trust Termination Date, shall mean an amount equal
      to
      the Series 1997-1 Principal Shortfall for such Business Day; provided, however,
      that, if the
      aggregate amount of Shared Principal Collections for all Series for such
      Business Day is less than the aggregate amount of Principal Shortfalls for
      all
      Series for such Business Day, then Series 1997-1 Shared Principal Collections
      for such Business Day shall equal the product of (x) Shared Principal
      Collections for all Series for such Business Day and (y) a fraction, the
      numerator of which is the Series 1997-1 Principal Shortfall for such Business
      Day and denominator of which is the aggregate amount of Principal Shortfalls
      for
      all Series for such Business Day.

    


    SECTION
      IV.10  Distributions to
­Series
      1997-1 Certificateholders.  On each Transfer Date, after all
      allocations to the Distribution Account and the Series Principal Account for
      the
      related Transfer Date have been made, the Master Trust Trustee, acting in
      accordance with instructions from the Servicer, shall transfer to the
      Distribution Account the funds on deposit in the Series Principal Account and
      shall make, without duplication, the following distributions from the
      Distribution Account:

    


    (a)           Interest
      Distributions.  On each Distribution Date (including the
      Expected Payment Date), Monthly Interest will be distributed to the Series
      1997-1 Certificateholders as accrued interest on the 1997-1
      Certificates.  To the extent any interest is due but not distributed
      on any such Distribution Date, such amount will be distributed on the following
      Distribution Date, along with, to the extent permitted by law, interest at
      the
      Certificate Rate on such amount.

    


    (b)           Expected
      Payment
      Date.  On the Expected Payment Date, in addition to the amount
      described in (a) above, amounts on deposit in the Series Principal Account
      will
      be distributed as principal (up to a maximum of the Invested Amount on such
      Distribution Date) on the Series 1997-1 Certificates.

    


    (c)           Early
      Amortization
      Period.  On each Distribution Date related to a Due Period
      occurring during an Early Amortization Period, in addition to the amount
      described in (a) above, amounts on deposit in the Series Principal Account
      will
      be distributed as principal (up to a maximum of the Invested Amount on such
      Distribution Date) on the Series 1997-1 Certificates.

    


    SECTION
      IV.11  Accumulation Period
      Length;
      Accumulation Period Commencement Date.  On or prior to the
      first Due Period which is nine months prior to the Due Period related to the
      Distribution Date which is the Expected Payment Date, the Servicer shall
      determine in its sole discretion the Accumulation Period Length and the
      Accumulation Period Commencement Date and, promptly following such
      determination, the Servicer shall notify the Master Trust Trustee and the Rating
      Agencies in writing of such determination.

    


    
      
        
        

      

      
        E-353

        
          

        

      

      
        
        

      

    

    SECTION
      IV.12   Partial Month Due
      Period.  The allocation and distribution provisions in this
      Series Supplement are based upon the assumptions that each Due Period will
      be a
      calendar month and that each Due Period will have a unique related Transfer
      Date
      and Distribution Date.  However, under certain circumstances (such as
      the occurrence of an Early Amortization Event, the Revolving Period could end
      on
      a date other than the last day of a calendar month (the period from the first
      day of such month (the "Subject Month") to and including the date of such
      occurrence being referred to herein as the "Revolving Due Period"), and an
      Early
      Amortization Period could commence on a date other than the first day of a
      calendar month (the period from such other date until the last day of the
      Subject Month being the "Amortizing Due Period").  If such a
      circumstance occurs, then the Servicer, the Seller and the Master Trust Trustee
      shall observe the following rules:

    


    (i)           the
      Transfer Date for both the Revolving Due Period and the Amortizing Due Period
      shall be the date on which the Transfer Date would have occurred if the Subject
      Month had been an ordinary Due Period;

    


    (ii)           the
      allocations and distributions of Finance Charge Collections (and all items
      derived from Finance Charge Collections, such as Available Certificateholder
      Interest Collections and Available Seller's Finance Charge Collections) and
      Dealer Note Losses occurring during the Subject Month shall be made as if the
      Subject Month were one Due Period, without any distinction between the Revolving
      Due Period and the Amortizing Due Period; and

    


    (iii)           two
      separate sets of allocations and distributions of Principal Collections (and
      all
      items derived from Principal Collections, such as Investor Principal Collections
      and Seller's Principal Collections) shall be made on such Transfer Date,
      according to whether such Principal Collections were received during the
      Revolving Due Period (in which case allocations and distributions shall be
      made
      as provided in Sections 4.08(a) and (c)) or the Amortizing Due Period (in which
      case allocations and distributions shall be made as provided in Sections 4.08(b)
      and (d)).

    


    
      
        
        

      

      
        E-354

        
          

        

      

      
        
        

      

    

    SECTION
      IV.13  Additional Rights
      upon the
      Occurrence of Certain Events.  Notwithstanding the provisions
      of Section 9.02(a) of the Agreement, if any insolvency event occurs with respect
      to the Seller, Navistar International Corporation, Navistar International
      Transportation Corporation or Navistar Financial Corporation on the day of
      such
      insolvency event, the Seller will (subject to the actions of the
      Certificateholders) immediately cease to transfer Dealer Notes to the 1990
      Trust
      or the Master Trust, as applicable, and promptly give notice to the Master
      Trust
      Trustee of such insolvency event.  Under the terms of the Pooling and
      Servicing Agreement, if an insolvency event occurs with respect to the Seller
      after the 1990 Trust Termination Date but prior to the date on which the Series
      1995-1 investor certificates issued by the Master Trust have been paid in full,
      then within 15 days the Master Trust Trustee will publish a notice of such
      insolvency event stating that the Master Trust Trustee intends to sell,
      liquidate or otherwise dispose of the Dealer Notes in a commercially reasonable
      manner and on commercially reasonable terms, unless within a specified period
      of
      time Certificate holders representing more than 50% of the aggregate series
      invested amount of the certificates of each such Series and each person holding
      a Supplemental Certificate, instruct the Master Trust Trustee not to sell,
      dispose of or otherwise liquidate the Dealer Notes and to continue transferring
      Dealer Notes as before such insolvency event.

    


    SECTION
      IV.14  Voting of the Master
      Trust’s
      Interests in the 1990 Trust.  The Master Trust Trustee will
      have the right, without the consent of the Certificateholders, to vote, or
      to
      consent or withhold consent with respect to, the Class A-5 Investor Certificate
      and any other Investor Certificate on any matter for which votes or consents
      are
      solicited under the 1990 Trust Agreement, provided that such action will not,
      as
      evidenced by an officer’s certificate of the Servicer, have a material adverse
      effect on the Certificateholders of any Series.  The Master Trust
      Trustee will also have the right, with the consent of the Applicable Voting
      Percentage of the Certificateholders, to vote, or to consent or withhold
      consent, with respect to the Class A-5 Investor Certificate and any other
      Investor Certificate on any matter for which votes or consents are solicited
      under the 1990 Trust Agreement.

    


    “Applicable
      Voting Percentage” means, with respect to any matter for which votes or consents
      are solicited under the 1990 Trust Agreement, the percentage of votes or
      consents of the Investor Certificates needed to pass the proposed
      matter.

     

    
      
        
        

      

      
        E-355

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

    DISTRIBUTIONS
      AND
      REPORTS

    TO
      SERIES 1997-1
      CERTIFICATEHOLDERS

    


    SECTION
      V.1  Distributions.

    


    (a)           The
      Paying Agent shall distribute (in accordance with the Monthly Servicer
      Certificate and Settlement Statement delivered by the Servicer to the Master
      Trust Trustee and the Paying Agent pursuant to Section 3.04(d) of the Agreement)
      to each Series 1997-1 Certificateholder of record on the preceding Record Date
      (other than as provided in Section 12.02 of the Agreement respecting a final
      distribution) on each Distribution Date such Certificateholder's pro rata share (based on
      the
      aggregate fractional undivided interests represented by the Series 1997-1
      Certificates held by such Certificateholder) of the amounts on deposit in the
      Series 1997-1 Accounts as is payable to the Series 1997-1 Certificateholders
      on
      such Distribution Date pursuant to Sections 4.10  (a), (b) and
      (c).

    


    (b)           Except
      as provided in Section 12.03 of the Agreement with respect to a final
      distribution, distributions to Series 1997-1 Certificateholders hereunder shall
      be made by check mailed to each Series 1997-1 Certificateholder at such
      Certificateholder's address appearing in the Certificate Register without
      presentation or surrender of any Series 1997-1 Certificate or the making of
      any
      notation thereon; provided, however,
      that, with respect
      to Series 1997-1 Certificates registered in the name of a Common Depository,
      such distributions shall be made to such Common Depository in immediately
      available funds.

    


    SECTION
      V.2  Monthly
      and Annual Certificateholders' Statement.

    


    (a)           Monthly
      Series 1997-1
      Certificateholders' Statement.  At least two Business Days
      prior to each Distribution Date, the Servicer will provide to the Master Trust
      Trustee and the Paying Agent, and on each Distribution Date, the Paying Agent
      shall forward to each Series 1997-1 Certificateholder a Monthly Servicer
      Certificate and Settlement Statement substantially in the form of Exhibit B-1 prior to
      the 1990 Trust Termination Date or substantially in the form of Exhibit B-2 after the
      1990 Trust Termination Date, in each case with such changes as the Servicer
      shall deem necessary or appropriate, prepared by the Servicer and delivered
      to
      the Master Trust Trustee setting forth, among other things, the following
      information which, prior to the 1990 Trust Termination Date, will include only
      the amounts specified in (iii), (iv), (v), (xi), (xiv), (xv) and (xvi) below,
      and which, in the case of (i), (ii), (iii), (viii), and (ix) below, shall be
      stated on the basis of an original principal amount of $1,000 per Series 1997-1
      Certificate:

    


    (i)           the
      aggregate amount of Collections, including the aggregate amount of Finance
      Charge Collections and the aggregate amount of Principal Collections for the
      related Due Period;

    


    
      
        
        

      

      
        E-356

        
          

        

      

      
        
        

      

    

    (ii)                      the
      Series 1997-1 Allocation Percentage, the Floating Allocation Percentage and
      the
      Principal Allocation Percentage (if applicable) for the related Due
      Period;

    


    (iii)                      the
      total amount to be distributed on the Series 1997-1 Certificates on such
      Distribution Date;

    


    (iv)                      the
      amount, if any, of such distribution allocable to the Invested
      Amount;

    


    (v)           the
      amount, if any, of such distribution allocable to interest on the Series 1997-1
      Certificates;

    


    (vi)                      Dealer
      Note Losses for the related Due Period;

    


    (vii)                      the
      Draw Amount as of the related Transfer Date, if any;

    


    (viii)                      the
      amount of the Investor Charge-Offs and the amount of reimbursement thereof
      as of
      the related Transfer Date;

    


    (ix)                      the
      amount of the Investor Servicing Fee to be paid on such Distribution
      Date;

    


    (x)           the
      Controlled Deposit Amount for the related Due Period (if
      applicable);

    


    (xi)                      the
      Invested Amount (after giving effect to all distributions that will occur on
      such Distribution Date);

    


    (xii)                      the
      aggregate amount of Dealer Notes and funds on deposit in each of the Excess
      Funding Account, Series Principal Account and Spread Account as of the end
      of
      the last day of the related Due Period (after giving effect to payments and
      adjustments made pursuant to Article IV of this Series Supplement and of
      the Agreement);

    


    (xiii)                      the
      Available Subordinated Amount as of the end of the related Transfer
      Date;

    


    (xiv)                      with
      respect to Eligible Investments in the Series Principal Account, the Excess
      Funding Account and the Liquidity Reserve Account, as of the last day of the
      related Due Period, the aggregate amount of funds invested in Eligible
      Investments in each such Series Account, a brief description of each such
      Eligible Investment and amount invested in each such Eligible Investment, the
      rate of interest applicable to each such Eligible Investment and the rating
      of
      each such Eligible Investment;

    


    
      
        
        

      

      
        E-357

        
          

        

      

      
        
        

      

    

    (xv)                      the
      Dealers with the five largest aggregate outstanding principal amounts of Dealer
      Notes in the 1990 Trust or the Master Trust, as the case may be, as of the
      end
      of the related Due Period;

    


    (xvi)                      the
      aggregate outstanding principal amount of Dealer Notes issued to finance OEM
      Vehicles as of the end of the related Due Period;

    


    (xvii)                      the
      percentages and all other information calculated pursuant to Section 6.01 to
      determine whether an Early Amortization Event has occurred;

    


    (xviii)                      the
      amount of Excess Interest Collections and Investor Principal Collections treated
      as Shared Principal Collections, each for the related Due Period, and the amount
      of such Excess Interest Collections and Shared Principal Collections allocated
      to other Series; and

    


    (xix)  the
      amount of Remaining Available Seller's Principal Collections, the amount of
      Excess Seller's Principal Collections and Remaining Available Seller's Principal
      Collections treated as Series 1997-1 Shared Seller Principal Collections, the
      amount of Shared Seller Principal Collections from other Series, and the amount
      of Shared Seller Principal Collections allocated to Series 1997-1 and to other
      Series, each for the related Due Period.

    


    (b)           On
      each Distribution Date related to a Due Period commencing prior to the 1990
      Trust Termination Date, the Master Trust Trustee shall furnish to the Paying
      Agent and the Paying Agent shall forward to each Series
      1997-1  Certificateholder the statement to be delivered pursuant to
      Section 5.02(a) of the 1990 Trust Agreement.

    


    (c)           A
      copy of each statement provided pursuant to subsections (a) and (b) will be
      made
      available for inspection at the Corporate Trust Office.

    


    
      
        
        

      

      
        E-358

        
          

        

      

      
        
        

      

    

    (d)           Annual
      Certificateholder's
      Tax Statement.  On or about January 31 of each calendar year,
      beginning with calendar year 1998, the Master Trust Trustee shall furnish to
      the
      Servicer and Paying Agent a list of each Person who at any time during the
      preceding calendar year was a Series 1997-1 Certificateholder and received
      any
      payment thereon and the dates such Person held a Series 1997-1 Certificate,
      and
      the Paying Agent shall furnish to each such Series 1997-1 Certificateholder
      a
      statement prepared by the Paying Agent containing the information prepared
      by
      the Master Trust Trustee which is required to be contained in the statement
      to
      Series 1997-1 Certificateholders as set forth in Sections 5.02(a)(iii)-(a)(v)
      above, aggregated for such calendar year or the applicable portion thereof
      during which such Person was a Series 1997-1 Certificateholder, together with
      such other customary information  as the Master Trust Trustee or the
      Servicer deems necessary or desirable to enable the Series 1997-1
      Certificateholders to prepare their tax returns, including information (to
      be
      supplied by the Servicer to the Master Trust Trustee) regarding original issue
      discount on the Series 1997-1 Certificates, if any.  Such obligation
      of the Paying Agent shall be deemed to have been satisfied to the extent that
      substantially comparable information shall be provided by the Master Trust
      Trustee pursuant to any requirements of the Internal Revenue Code as from time
      to time in effect.

    


    ARTICLE
      VI

    EARLY
      AMORTIZATION
      EVENTS

    


    SECTION
      VI.1  Additional Early
      Amortization Events.  The occurrence of any of the following
      events shall, immediately upon the occurrence thereof without notice or other
      action on the part of the Master Trust Trustee or the Series 1997-1
      Certificateholders, be deemed to be an Early Amortization Event solely with
      respect to Series 1997-1:

    


    (a)           the
      Invested Amount is not reduced to zero by the Expected Payment
      Date;

    


    (b)           the
      United States government or any agency or instrumentality thereof files a notice
      of a lien under Internal Revenue Code §6323 or any similar statutory provision
      (including, but not limited to, §302(f) or §4068 of ERISA) on the assets of NFC
      or NFSC which is or may in the future be prior to the lien of the Master Trust
      Trustee or the assets of the Master Trust (including, without limitation,
      proceeds of the Dealer Notes);

    


    (c)           failure
      on the part of the Seller (i) to make any payment, distribution or deposit
      required under the Agreement within five business days of the date required
      or
      (ii) to observe or perform in any material respect any other material
      covenants or agreements of the Seller, which continues unremedied for a period
      of 60 days after written notice of such failure shall have been given to the
      Seller;

    


    
      
        
        

      

      
        E-359

        
          

        

      

      
        
        

      

    

     

    (d)           any
      representation or warranty made by the Seller pursuant to the Agreement or
      any
      information contained in the schedule of Dealer Notes delivered thereunder
      or
      this Series Supplement shall prove to have been incorrect in any material
      respect when made or when delivered, which representation, warranty or schedule,
      or the circumstances or condition that caused such representation, warranty
      or
      schedule to be incorrect, continues to be incorrect or uncured in any material
      respect for a period of 60 days after written notice of such incorrectness
      shall
      have been given to the Seller and as a result of which the interests of the
      Series 1997-1 Certificateholders are materially and adversely affected, except
      that an Early Amortization Event shall not be deemed to occur if the Seller
      has
      repurchased the related Dealer Notes or all such Dealer Notes, if applicable,
      during such period in accordance with the provisions of the
      Agreement;

     

    (e)           after
      the 1990 Trust Termination Date, the Seller shall become legally unable for
      any
      reason to transfer Dealer Notes to the Master Trust in accordance with the
      provisions of the Agreement;

    


    (f)           on
      any Transfer Date related to a Due Period commencing after the 1990 Trust
      Termination Date, the Available Subordinated Amount for such Transfer Date
      will
      be reduced to an amount less than the Required Subordinated Amount;

    


    (g)           any
      Servicer Termination Event shall occur (i) which would have a material
      adverse effect on the Series 1997-1 Certificateholders and (ii) for which
      the Servicer has received a notice of termination;

    


    (h)           the
      delivery by the Seller to the Master Trust Trustee, after the 1990 Trust
      Termination Date, of a notice stating that the Seller will no longer continue
      to
      sell Dealer Notes to the Master Trust commencing on the date specified in such
      notice;

    


    (i)           after
      the 1990 Trust Termination Date, the Average Coverage Differential shall be
      equal to or less than negative two percent (2.00%) on each of three consecutive
      Determination Dates;

    


    
      
        
        

      

      
        E-360

        
          

        

      

      
        
        

      

    

    (j)           at
      the end of any Due Period commencing after the 1990 Trust Termination Date,
      the
      Master Trust Seller's Interest is reduced to an amount less than the Master
      Trust Minimum Seller's Interest and the Seller has failed to assign additional
      Dealer Notes to the Master Trust in the amount of such deficiency within ten
      Business Days following the end of such Due Period;

    


    (k)           on
      any Determination Date after the 1990 Trust Termination Date, the quotient
      of
      (i) the product of (a) the sum of Dealer Note Collections for each of the
      related Due Period and the two immediately preceding Due Periods and (b) four
      dividedby
      (ii) the daily average
      principal amount of Dealer Notes outstanding during such Due Periods
      ("Turnover") is less than 1.7;

    


    (l)           on
      any Determination Date after the 1990 Trust Termination Date, the quotient
      of
      (i) the sum of Dealer Note Losses for each of the related Due Period and
      the five immediately preceding Due Periods and (ii) the sum of Principal
      Collections for each of the related Due Period and the five immediately
      preceding Due Periods, is greater than or equal to one percent
      (1.00%);

    


    (m)                      at
      any time prior to the 1990 Trust Termination Date, a 1990 Trust Amortization
      Event occurs under the 1990 Trust with respect to the Class A-5 Investor
      Certificate (other than a 1990 Trust Amortization Event that also constitutes
      an
      Early Amortization Event under the Master Trust), the Seller is required to
      repurchase the Class A-5 Investor Certificate under Section 2.06 of the 1990
      Trust Agreement, or the Scheduled Class Amortization Date occurs with respect
      to
      the Class A-5 Investor Certificate;

    


    (n)           any
      of the Seller, NITC, NIC or NFC shall file a petition commencing a voluntary
      case under any chapter of the federal bankruptcy laws; or the Seller or NFC
      shall file a petition or answer or consent seeking reorganization, arrangement,
      adjustment or composition under any other similar applicable federal law, or
      shall consent to the filing of any such petition, answer or consent; or the
      Seller, NITC, NIC or NFC shall appoint, or consent to the appointment of a
      custodian, receiver, liquidator, trustee, assignee, sequestrator or other
      similar official in bankruptcy or insolvency of it or of any substantial part
      of
      its property; or the Seller, NITC, NIC or NFC shall make an assignment for
      the
      benefit of creditors, or shall admit in writing its inability to pay its debts
      generally as they become due;

    


    (o)           any
      order for relief against any of the Seller, NITC, NIC or NFC shall have been
      entered by a court having jurisdiction in the premises under any chapter of
      the
      federal bankruptcy laws, and such order shall have continued undischarged or
      unstayed for a period of 120 days; or a decree or order by a court having
      jurisdiction in the premises shall have been entered approving as properly
      filed
      a petition seeking reorganization, arrangement, adjustment, or composition
      of
      the Seller, NITC, NIC or NFC under any other similar applicable federal law,
      and
      such decree or order shall have continued undischarged or unstayed for a period
      of 120 days; or a decree or order of a court having jurisdiction in the premises
      for the appointment of a custodian, receiver, liquidator, trustee, assignee,
      sequestrator or other similar official in bankruptcy or insolvency of the
      Seller, NITC, NIC or NFC of any substantial part of their property, or for
      the
      winding up or liquidation of their affairs, shall have been entered, and such
      decree or order shall have remained in force undischarged or unstayed for a
      period of 120 days; and

    


    
      
        
        

      

      
        E-361

        
          

        

      

      
        
        

      

    

    (p)           after
      the 1990 Trust Termination Date, failure on the part of NITC to make a deposit
      in the Interest Deposit Account required by the terms of the Interest Deposit
      Agreement on or before the date occurring five Business Days after the date
      such
      deposit is required by the Interest Deposit Agreement to be made.

    


    ARTICLE
      VII

    OTHER
      SERIES
      PROVISIONS

    


    SECTION
      VII.1  Conveyance of Dealer
      Notes.  Upon the date on which each other Series is either no
      longer outstanding or the fully funded date has occurred with respect thereto,
      the Master Trust Trustee shall sell, assign and convey to the Seller or its
      designee, without recourse, representations or warranty, all right, title and
      interest of the Master Trust in the Dealer Notes, whether then existing or
      thereafter created, all  security interests in the Financed Vehicles
      with respect thereto, all monies due or to become due and all amounts received
      with respect thereto and all proceeds thereof except for amounts on deposit
      in
      the Collections Account that are allocable to Investor Certificates and amounts
      on deposit in any Series Account.  The Master Trust Trustee shall
      execute and deliver such instruments of transfer and assignment, in each case
      without recourse, as shall be reasonably requested by the Seller to vest in
      the
      Seller or its designee all right, title and interest which the Master Trust
      had
      in all such property.

    


    SECTION
      VII.2  Tax
      Treatment.  The Seller has entered into the Agreement and this
      Series Supplement and the Series 1997-1 Certificates have been issued with
      the
      intention that the Series 1997-1 Certificates will qualify under applicable
      tax
      law as indebtedness secured by the Master Trust assets attributable to the
      Series 1997-1 Certificates.  The Seller and each Series 1997-1
      Certificateholder and Certificate Owner, by the acceptance of its Series 1997-1
      Certificate or Book-Entry Certificate, as applicable, agrees to treat the Series
      1997-1 Certificates as indebtedness secured by the Master Trust assets
      attributable to the Series 1997-1 Certificates, for Federal income taxes, state
      and local income and franchise taxes and any other taxes imposed on or measured
      by income in whole or in part.

    


    ARTICLE
      VIII 

    FINAL
      DISTRIBUTIONS

    


    SECTION
      VIII.1  Sale
      of Investors' Interest Pursuant to Section 2.07 of the Agreement; Distributions
      Pursuant to Section 2.03 or 12.03 of the Agreement.

    


    (a)           The
      amount to be paid by the Seller to the Collections Account with respect to
      Series 1997-1 in connection with a purchase of the Certificateholders' Interest
      pursuant to Section 2.07 of the Agreement shall equal the Reassignment Amount
      for the Distribution Date on which such purchase occurs.

    


    
      
        
        

      

      
        E-362

        
          

        

      

      
        
        

      

    

    (b)           With
      respect to the Reassignment Amount, if any, deposited into the Collections
      Account pursuant to this Section 8.01 of this Series Supplement or Section
      2.07
      of the Agreement or any proceeds deposited into the Collections Account pursuant
      to Section 12.03(c) of the Agreement, the Master Trust Trustee shall, not later
      than 12:00 noon, New York City time, on the Distribution Date on which such
      amounts are deposited (or, if such date is not a Distribution Date, on the
      immediately following Distribution Date) (in the priority set forth
      below):  (i) first, deposit the Invested
      Amount on such Distribution Date into the Series Principal Account, (ii) second, deposit the amount
      of
      accrued and unpaid interest on the unpaid balance of the Series 1997-1
      Certificates in the Distribution Account, and (iii) third, pay the remainder
      of
      any such Reassignment Amounts to the Seller.

    


    (c)           Notwithstanding
      any other provision to the contrary in this Series Supplement or the Agreement,
      the entire amount deposited in the Series Principal Account on a Distribution
      Date pursuant to Section 8.01(b) and all other amounts on deposit therein shall
      be distributed in full to the Series 1997-1 Certificateholders on such
      Distribution Date and any distribution made pursuant to this paragraph (c)
      shall
      be deemed to be a final distribution pursuant to Section 12.03 of the Agreement
      with respect to Series 1997-1.

    


    SECTION
      VIII.2  Distribution of
      Proceeds of
      Sale, Disposition or Liquidation of the Dealer Notes Pursuant to Section 9.02
      of
      the Agreement.

    


    (a)           Not
      later than 12:00 noon, New York City time, on the Distribution Date following
      the date on which the Insolvency Proceeds are deposited into the Collections
      Account pursuant to Section 9.02(b) of the Agreement, the Master Trust Trustee
      shall first (in each case, after giving effect to any deposits and distributions
      otherwise to be made on such Distribution Date) deduct an amount equal to the
      Invested Amount on such Distribution Date from the portion of the Insolvency
      Proceeds allocated to Series Allocable Principal Collections and deposit such
      amount in the Series Principal Account; provided that the amount
      of
      such deposit shall not exceed the product of (x) the portion of the Insolvency
      Proceeds allocated to Series Allocable Principal Collections and (y) 100% minus the Excess Seller's
      Percentage with respect to the related Due Period.  The remainder of
      the portion of the Insolvency Proceeds allocated to Series Allocable Principal
      Collections shall be allocated to the Master Trust Seller's Interest and shall
      be distributed on such Distribution Date to the Seller.

    


    
      
        
        

      

      
        E-363

        
          

        

      

      
        
        

      

    

    (b)           Not
      later than 12:00 noon, New York City time, on such Distribution Date, the Master
      Trust Trustee shall first (in each case, after giving effect to any deposits
      and
      distributions otherwise to be made on such Distribution Date) deduct an amount
      equal to the sum of (i) Monthly Interest for such Distribution Date, (ii) any
      Monthly Interest previously due but not distributed on a prior Distribution
      Date
      and (iii) to the extent permitted by law, interest at the Certificate Rate
      on
      Monthly Interest that was due but not previously distributed to the Series
      1997-1 Certificateholders on a prior Distribution Date, from the portion of
      the
      Insolvency Proceeds allocated to Series Allocable Finance Charge Collections
      and
      deposit such amount in the Distribution Account; provided that the amount
      of
      such distribution shall not exceed the product of (x) the portion of the
      Insolvency Proceeds allocated to Series Allocable Finance Charge Collections
      and
      (y) 100% minus the
      Excess Seller's Percentage with respect to the related Due
      Period.  The remainder of the portion of the Insolvency Proceeds
      allocated to Series Allocable  Finance Charge Collections shall be
      allocated to the Master Trust Seller's Interest and shall be distributed on
      such
      Distribution Date to the Seller.

    


    (c)           Notwithstanding
      anything to the contrary in this Series Supplement or the Agreement, the entire
      amount deposited in the Series Principal Account and the Distribution Account
      pursuant to this Section 8.02 and all other amounts on deposit therein shall
      be
      distributed in full to the Series 1997-1 Certificateholders on the Distribution
      Date on which funds are deposited pursuant to this Section 8.02 (or, if not
      so
      deposited on a Distribution Date, on the immediately following Distribution
      Date) and any distribution made pursuant to this Section 8.02 shall be deemed
      to
      be a final distribution pursuant to Section 12.03 of the Agreement with respect
      to Series 1997-1.

     

    ARTICLE
      IX

    MISCELLANEOUS
      PROVISIONS

    


    SECTION
      IX.1  Ratification of
      Agreement.  As supplemented by this Series Supplement, the
      Agreement is in all respects ratified and confirmed and the Agreement as so
      supplemented by this Series Supplement shall be read, taken and construed as
      one
      and the same instrument.

    


    SECTION
      IX.2  Counterparts.  This
      Series Supplement may be executed in two or more counterparts (and by different
      parties on separate counterparts) each of which shall be an original, but all
      of
      which together shall constitute one and the same instrument.

    


    SECTION
      IX.3  GOVERNING
      LAW.  THIS SERIES SUPPLEMENT SHALL BE CONSTRUED, AND THE
      OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED,
      IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REFERENCE
      TO ITS CONFLICT OF LAW PROVISIONS, EXCEPT THAT THE OBLIGATIONS, RIGHTS AND
      REMEDIES OF THE MASTER TRUST TRUSTEE SHALL BE DETERMINED IN ACCORDANCE WITH
      THE
      INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW
      PROVISIONS.

    


    [END
      OF PAGE]

    


    [SIGNATURE
      PAGE
      FOLLOWS]


    
      
        
        

      

      
        E-364

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Seller, the Servicer  and the Master Trust
      Trustee have caused this Series Supplement to be duly executed by their
      respective officers as of the day and year first above written.

    


    NAVISTAR
      FINANCIAL SECURITIES CORPORATION

      as
      Seller

    


    


    


    By:
      ______________________________________

    


    Its:
      ______________________________________

    


    


    


    NAVISTAR
      FINANCIAL CORPORATION

      as
      Servicer

    


    


    


    By:
      ______________________________________

    


    Its:
      ______________________________________

    


    


    


    THE
      BANK
      OF NEW YORK

      as
      Master Trust Trustee

    


    


    By:
      ______________________________________

    Its:
      ______________________________________


    
      
        
        

      

      
        E-365