(B) IN ACCORDANCE WITH THE SECURITIES ACT, ANY "BLUE SKY" LAWS AND
ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION. EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO HAVE
MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE. ANY
TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE
VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE,
NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE
TRUSTEE OR ANY INTERMEDIARY.
EACH HOLDER OF A NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (i) IT
IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF (A) AN "EMPLOYEE BENEFIT PLAN" AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA"), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
(B) A "PLAN" SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE"), (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE TREATED UNDER
REGULATIONS ISSUED BY THE U.S. DEPARTMENT OF LABOR, AS MODIFIED BY SECTION 3(42)
OF ERISA, TO INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT
PLAN OR PLAN IN SUCH ENTITY OR (D) ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW
THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE OR (ii) THE ACQUISITION AND HOLDING OF THE NOTE WILL NOT GIVE RISE TO A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW.
[Insert (for Class C Notes): (A) A SALE, TRANSFER, ASSIGNMENT, EXCHANGE,
PARTICIPATION, PLEDGE, HYPOTHECATION, REHYPOTHECATION, OR OTHER GRANT OF A
SECURITY INTEREST IN OR DISPOSITION OF (EACH A "TRANSFER") ANY INTEREST IN CLASS
C NOTES MAY ONLY BE MADE TO A PERSON WHO IS A UNITED STATES PERSON (WITHIN THE
MEANING OF SECTION 7701(A)(30) OF THE CODE); (B) A PERSON OTHER THAN NAVISTAR
FINANCIAL RETAIL RECEIVABLES CORPORATION (THE "SELLER") ACQUIRING CLASS C NOTES
OR AN INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET
FORTH IN SECTION 2.14 OF THE INDENTURE; AND (C) NO TRANSFER OF ANY INTEREST IN
CLASS
Ex. C-2
C NOTES SHALL BE MADE (I) TO ANY ONE PERSON IN AN AMOUNT LESS THAN 100% OF THE
NOTE PRINCIPAL BALANCE OF THE CLASS C NOTES OR (II) TO A GRANTOR TRUST,
S CORPORATION, OR PARTNERSHIP WHERE MORE THAN 50% OF THE VALUE OF A BENEFICIAL
OWNER'S INTEREST IN SUCH PASS THROUGH ENTITY IS ATTRIBUTABLE TO THE PASS-THROUGH
ENTITY'S INTEREST IN THE CLASS C NOTES TOGETHER WITH OTHER DIRECT OR INDIRECT
INTERESTS IN THE ISSUER, IN EACH CASE, UNLESS (X) AN OPINION OF COUNSEL
SATISFACTORY TO THE INDENTURE TRUSTEE AND THE SELLER THAT SUCH TRANSFER SHALL
NOT CAUSE THE ISSUER TO BE TREATED AS AN ASSOCIATION (OR PUBLICLY TRADED
PARTNERSHIP) TAXABLE AS A CORPORATION FOR FEDERAL INCOME TAX PURPOSES SHALL