Common use of Administration and Collection Clause in Contracts

Administration and Collection. 23 Section 8.1 General Duties of the Servicer 23 Section 8.2 Collection of Receivables Payments 24 Section 8.3 Realization Upon Liquidating Receivables 25 Section 8.4 Maintenance of Insurance Policies 26 Section 8.5 Maintenance of Security Interests in Vehicles 26 Section 8.6 Total and Supplemental Servicing Fees; Payment of Certain Expenses by Servicer 26 Section 8.7 Monthly Advances 26 Section 8.8 Additional Deposits 27 Section 8.9 Annual Statement as to Compliance 27 Section 8.10 Annual Independent Accountants' Report 27 Section 8.11 Assignment of Administrative Receivables and Warranty Receivables 28 Section 8.12 Collection Account 28 Section 8.13 Delegation of Duties 29 Section 8.14 Servicer Not to Resign 29 Section 8.15 Agent to Act; Appointment of Successor 29 Section 8.16 Merger or Consolidation of or Assumption of the Obligations of, the Servicer 30 ARTICLE IX SERVICER DEFAULTS 30 Section 9.1 Servicer Defaults 30 Section 9.2 Remedies 31 ARTICLE X INDEMNIFICATION 33 Section 10.1 Indemnities by the Seller Parties 33 Section 10.2 Increased Cost and Reduced Return 36 Section 10.3 Other Costs and Expenses 36 ARTICLE XI THE AGENT 37 Section 11.1 Authorization and Action 37 Section 11.2 Delegation of Duties 37 Section 11.3 Exculpatory Provisions 37 Section 11.4 Reliance by Agent 38 Section 11.5 Non-Reliance on Agent and Other Purchasers 38 Section 11.6 Reimbursement and Indemnification 38 Section 11.7 Agent in its Individual Capacity 39 Section 11.8 Successor Agent 39 ARTICLE XII ASSIGNMENTS; PARTICIPATIONS 39 Section 12.1 Assignments 39 Section 12.2 Participations 40 ARTICLE XIII LIQUIDITY FACILITY 40 Section 13.1 Transfer to Financial Institutions 41 Section 13.2 Transfer Price Reduction Yield 41 Section 13.3 Payments to any Company 41 Section 13.4 Limitation on Commitment to Purchase from any Company 41 Section 13.5 Defaulting Financial Institutions 42 Section 13.6 Terminating Financial Institutions 42 ARTICLE XIV MISCELLANEOUS 43 Section 14.1 Waivers and Amendments 43 Section 14.2 Notices 44 Section 14.3 Ratable Payments 45 Section 14.4 Protection of Ownership Interests of the Purchasers 45 Section 14.5 Confidentiality 46 Section 14.6 Bankruptcy Petition 46 Section 14.7 Limitation of Liability 46 Section 14.8 CHOICE OF LAW 47 Section 14.9 CONSENT TO JURISDICTION 47 Section 14.10 WAIVER OF JURY TRIAL 47 Section 14.11 Integration; Binding Effect; Survival of Terms 47 Section 14.12 Counterparts; Severability; Section References 48 Section 14.13 Bank One Roles 48 Section 14.14 Characterization 48 Section 14.15 Non-Recourse Obligations 49 Exhibit I Definitions Exhibit II Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) Exhibit III Form of Assignment Agreement Exhibit IV Form of Contract(s) Exhibit V Form of Monthly Report NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement dated as of November 12, 1999, is among Navistar Financial Retail Receivables Corporation, a Delaware corporation ("Seller" or "NFRRC"), Navistar Financial Corporation, a Delaware corporation ("NFC"), as Servicer (the Servicer together with the Seller, the "Seller Parties" and each a "Seller Party"), the funding entities listed on Schedule A to this Agreement (together with their respective successors and assigns hereunder, the "Financial Institutions"), International Securitization Corporation ("ISC"), Falcon Asset Securitization Corporation ("FALCON") (ISC and FALCON each singly, a "Company" and collectively, the "Companies"), and Bank One, NA (Main Office Chicago), as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent") and as Securities Intermediary. Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

Administration and Collection. 23 Section 8.1 General Duties Designation of the Servicer 23 Section 8.2 Collection Duties of Receivables Payments Servicer 24 Section 8.3 Realization Upon Liquidating Receivables Collection Notices 25 Section 8.4 Maintenance Responsibilities of Insurance Policies Seller 26 Section 8.5 Maintenance of Security Interests in Vehicles Reports 26 Section 8.6 Total and Supplemental Servicing Fees; Payment of Certain Expenses by Servicer Fees 26 ARTICLE IX AMORTIZATION EVENTS 26 Section 8.7 Monthly Advances 9.1 Amortization Events 26 Section 8.8 Additional Deposits 27 Section 8.9 Annual Statement as to Compliance 27 Section 8.10 Annual Independent Accountants' Report 27 Section 8.11 Assignment of Administrative Receivables and Warranty Receivables 28 Section 8.12 Collection Account 28 Section 8.13 Delegation of Duties 29 Section 8.14 Servicer Not to Resign 29 Section 8.15 Agent to Act; Appointment of Successor 29 Section 8.16 Merger or Consolidation of or Assumption of the Obligations of, the Servicer 30 ARTICLE IX SERVICER DEFAULTS 30 Section 9.1 Servicer Defaults 30 Section 9.2 Remedies 31 29 ARTICLE X INDEMNIFICATION 33 29 Section 10.1 Indemnities by the Seller Parties 33 INDEMNITIES BY SELLER 29 Section 10.2 Increased Cost and Reduced Return 36 33 Section 10.3 Other Costs and Expenses 36 OTHER COSTS AND EXPENSES 34 ARTICLE XI THE AGENT 37 34 Section 11.1 Authorization and Action 37 34 Section 11.2 Delegation of Duties 37 35 Section 11.3 Exculpatory Provisions 37 35 Section 11.4 Reliance by Agent 38 35 Section 11.5 Non-Reliance on Agent and Other Purchasers 38 36 Section 11.6 Reimbursement and Indemnification 38 36 Section 11.7 Agent in its Individual Capacity 39 36 Section 11.8 Successor Agent 39 36 ARTICLE XII ASSIGNMENTS; PARTICIPATIONS 39 37 Section 12.1 Assignments 39 37 Section 12.2 Participations 40 38 ARTICLE XIII LIQUIDITY FACILITY 40 38 Section 13.1 Transfer to Financial Institutions 41 38 Section 13.2 Transfer Price Reduction Yield 41 39 Section 13.3 Payments to any Company 41 Conduits 39 Section 13.4 Limitation on Commitment to Purchase from any Company 41 Conduits 39 Section 13.5 Defaulting Financial Institutions 42 39 Section 13.6 Terminating Financial Institutions 42 40 ARTICLE XIV MISCELLANEOUS 43 41 Section 14.1 Waivers and Amendments 43 41 Section 14.2 Notices 44 42 Section 14.3 Ratable Payments 45 42 Section 14.4 Protection of Ownership Interests of the Purchasers 45 42 Section 14.5 Confidentiality 46 43 Section 14.6 Bankruptcy Petition 46 44 Section 14.7 Limitation of Liability 46 44 Section 14.8 CHOICE OF LAW 47 44 Section 14.9 CONSENT TO JURISDICTION 47 44 Section 14.10 WAIVER OF JURY TRIAL 47 45 Section 14.11 Integration; Binding Effect; Survival of Terms 47 45 Section 14.12 Counterparts; Severability; Section References 48 45 Section 14.13 Bank One Roles 48 45 Section 14.14 Characterization 48 Section 14.15 Non-Recourse Obligations 49 46 EXHIBITS AND SCHEDULES Exhibit I Definitions Exhibit II Form of Purchase Notice Exhibit III Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) Exhibit III IV Names of Collection Banks; Collection Accounts Exhibit V Form of Compliance Certificate Exhibit VI Form of Collection Account Agreement Exhibit VII Form of Assignment Agreement Exhibit IV VIII Credit and Collection Policy Exhibit IX Form of Contract(s) Exhibit V X Form of Monthly Report NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION Schedule A Commitments of Financial Institutions Schedule B Documents to be Delivered to the Agent RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement dated as of November 12September 28, 1999, 1999 is among Navistar Financial Retail KN Receivables Corporation, a Delaware corporation ("Seller" or "NFRRC"), Navistar Financial Corporation, a Delaware corporation ("NFC"), as Servicer (the Servicer together with the Seller, the "Seller Parties" and each a "Seller Party"), the funding entities listed on Schedule A to this Agreement (together with any of their respective successors and assigns hereunder, the "Financial Institutions"), Falcon Asset Securitization Company ("FALCON") and International Securitization Corporation ("ISC"), Falcon Asset Securitization Corporation ("FALCON") (FALCON and ISC and FALCON each singly, being referred to individually as a "CompanyConduit" and collectivelycollectively as the "Conduits," and together with the Financial Institutions, the "CompaniesPurchasers"), ) and Bank One, NA (Main Office Chicago)NA, as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent") and as Securities Intermediary). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

Administration and Collection. 23 Section 8.1 General Duties SECTION 6.01. Designation of the Servicer 23 Section 8.2 Collection 20 SECTION 6.02. Rights of Receivables Payments 24 Section 8.3 Realization Upon Liquidating Receivables 25 Section 8.4 the Transferee 20 SECTION 6.03. Responsibilities of the Transferor 21 SECTION 6.04. Maintenance of Insurance Policies 26 Section 8.5 Maintenance of Security Interests in Vehicles 26 Section 8.6 Total and Supplemental Servicing Fees; Payment of Certain Expenses by Servicer 26 Section 8.7 Monthly Advances 26 Section 8.8 Additional Deposits 27 Section 8.9 Annual Statement as to Compliance 27 Section 8.10 Annual Independent Accountants' Report 27 Section 8.11 Assignment of Administrative Receivables and Warranty Receivables 28 Section 8.12 Collection Account 28 Section 8.13 Delegation of Duties 29 Section 8.14 Servicer Not to Resign 29 Section 8.15 Agent to Act; Appointment of Successor 29 Section 8.16 Merger or Consolidation of or Assumption of the Obligations of, the Servicer 30 Perfection 21 ARTICLE IX SERVICER DEFAULTS 30 Section 9.1 Servicer Defaults 30 Section 9.2 Remedies 31 VII. TERMINATION EVENTS SECTION 7.01. Termination Events 22 ARTICLE X VIII. INDEMNIFICATION 33 Section 10.1 SECTION 8.01. Indemnities by the Seller Parties 33 Section 10.2 Increased Cost Transferor 23 SECTION 8.02. Retransfer of Medallion Loans 25 ARTICLE IX. MISCELLANEOUS SECTION 9.01. Amendments and Reduced Return 36 Section 10.3 Other Costs and Expenses 36 ARTICLE XI THE AGENT 37 Section 11.1 Authorization and Action 37 Section 11.2 Delegation of Duties 37 Section 11.3 Exculpatory Provisions 37 Section 11.4 Reliance by Agent 38 Section 11.5 Non-Reliance on Agent and Other Purchasers 38 Section 11.6 Reimbursement and Indemnification 38 Section 11.7 Agent in its Individual Capacity 39 Section 11.8 Successor Agent 39 ARTICLE XII ASSIGNMENTSWaivers 26 SECTION 9.02. Notices, Etc 26 SECTION 9.03. No Waiver; PARTICIPATIONS 39 Section 12.1 Assignments 39 Section 12.2 Participations 40 ARTICLE XIII LIQUIDITY FACILITY 40 Section 13.1 Transfer to Financial Institutions 41 Section 13.2 Transfer Price Reduction Yield 41 Section 13.3 Payments to any Company 41 Section 13.4 Limitation on Commitment to Purchase from any Company 41 Section 13.5 Defaulting Financial Institutions 42 Section 13.6 Terminating Financial Institutions 42 ARTICLE XIV MISCELLANEOUS 43 Section 14.1 Waivers and Amendments 43 Section 14.2 Notices 44 Section 14.3 Ratable Payments 45 Section 14.4 Protection of Ownership Interests of the Purchasers 45 Section 14.5 Confidentiality 46 Section 14.6 Bankruptcy Petition 46 Section 14.7 Limitation of Liability 46 Section 14.8 CHOICE OF LAW 47 Section 14.9 CONSENT TO JURISDICTION 47 Section 14.10 WAIVER OF JURY TRIAL 47 Section 14.11 Integration; Remedies 27 SECTION 9.04. Binding Effect; Survival Assignability; Survival. 27 SECTION 9.05. Severability of Terms 47 Section 14.12 CounterpartsProvisions 28 SECTION 9.06. Costs, Expenses and Taxes 28 SECTION 9.07. Governing Law; SeverabilityJurisdiction; Section References 48 Section 14.13 Bank One Roles 48 Section 14.14 Characterization 48 Section 14.15 Non-Recourse Obligations 49 Exhibit I Definitions Exhibit II Places Consent to Service of Business Process; Waiver of the Seller PartiesJury Trial. 28 SECTION 9.08. No Proceedings 29 SECTION 9.09. Further Assurances 29 SECTION 9.10. Counterparts 30 SECTION 9.11. Merger and Integration 30 SECTION 9.12. Headings 30 EXHIBITS EXHIBIT A Transfer Agreement EXHIBIT B Locations Where Records Are Kept; Locations Location of Records; Federal Employer Identification Number(s) Exhibit III Chief Executive Office EXHIBIT C Form of Assignment Agreement Exhibit IV Form of Contract(s) Exhibit V Form of Monthly Report NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION RECEIVABLES PURCHASE Purchase Notice EXHIBIT D Eligible Medallion Loan Criteria MEDALLION LOAN SALE AND CONTRIBUTION AGREEMENT This Receivables Purchase Agreement dated Dated as of November 12December 19, 19992006 MEDALLION FUNDING CORP., is among Navistar Financial Retail Receivables Corporationa New York corporation (the “Transferor”), and TAXI MEDALLION TRUST II, a Delaware corporation statutory trust ("Seller" or "NFRRC"the “Transferee”), Navistar Financial Corporation, a Delaware corporation ("NFC"), agree as Servicer (the Servicer together with the Seller, the "Seller Parties" and each a "Seller Party"), the funding entities listed on Schedule A to this Agreement (together with their respective successors and assigns hereunder, the "Financial Institutions"), International Securitization Corporation ("ISC"), Falcon Asset Securitization Corporation ("FALCON") (ISC and FALCON each singly, a "Company" and collectively, the "Companies"), and Bank One, NA (Main Office Chicago), as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent") and as Securities Intermediary. Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.follows:

Administration and Collection. 23 Section 8.1 General Duties Designation of the Servicer 23 Section 8.2 Collection of Receivables Payments 24 Section 8.3 Realization Upon Liquidating Receivables 25 Section 8.4 Maintenance of Insurance Policies 26 Section 8.5 Maintenance of Security Interests in Vehicles 26 Section 8.6 Total and Supplemental Servicing Fees; Payment of Certain Expenses by Servicer 26 Section 8.7 Monthly Advances 8.2 Duties of Servicer 26 Section 8.8 Additional Deposits 27 Section 8.9 Annual Statement as to Compliance 27 Section 8.10 Annual Independent Accountants' Report 27 Section 8.11 Assignment of Administrative Receivables and Warranty Receivables 8.3 Collection Notices 28 Section 8.12 Collection Account 8.4 Responsibilities of Seller 28 Section 8.13 Delegation of Duties 29 8.5 Reports 28 Section 8.14 Servicer Not to Resign 29 Section 8.15 Agent to Act; Appointment of Successor 29 Section 8.16 Merger or Consolidation of or Assumption of the Obligations of, the Servicer 30 8.6 Servicing Fees 28 ARTICLE IX SERVICER DEFAULTS 30 IX. AMORTIZATION EVENTS Section 9.1 Servicer Defaults 30 Amortization Events 29 Section 9.2 Remedies 31 30 ARTICLE X X. INDEMNIFICATION 33 Section 10.1 Indemnities by the Seller Parties 33 31 Section 10.2 Increased Cost and Reduced Return 36 34 Section 10.3 Other Costs and Expenses 36 34 Section 10.4 Allocations 35 ARTICLE XI XI. THE AGENT 37 AGENTS Section 11.1 Authorization and Action 37 35 Section 11.2 Delegation of Duties 37 36 Section 11.3 Exculpatory Provisions 37 36 Section 11.4 Reliance by Agent 38 Agents 36 Section 11.5 Non-Reliance on Agent Agents and Other Purchasers 38 37 Section 11.6 Reimbursement and Indemnification 38 37 Section 11.7 Agent Each of the Agents and Fifth Third in its Individual Capacity 39 38 Section 11.8 Successor Administrative Agent 39 38 ARTICLE XII XII. ASSIGNMENTS; PARTICIPATIONS 39 Section 12.1 Assignments 39 38 Section 12.2 Participations 40 39 ARTICLE XIII XIII. FALCON LIQUIDITY FACILITY 40 Section 13.1 Transfer to Financial Institutions 41 40 Section 13.2 Transfer Price Reduction Yield 41 40 Section 13.3 Payments to any Company Falcon 41 Section 13.4 Limitation on Commitment to Purchase from any Company Falcon 41 Section 13.5 Defaulting Financial Institutions 42 41 Section 13.6 Terminating Financial Institutions 42 Page ARTICLE XIV XIV. MISCELLANEOUS 43 Section 14.1 Waivers and Amendments 43 Section 14.2 Notices 44 Section 14.3 Ratable Payments 45 44 Section 14.4 Protection of Ownership Interests of the Purchasers 45 44 Section 14.5 Confidentiality 46 45 Section 14.6 Bankruptcy Petition 46 Section 14.7 Limitation of Liability 46 Section 14.8 CHOICE OF LAW 47 46 Section 14.9 CONSENT TO JURISDICTION 47 46 Section 14.10 WAIVER OF JURY TRIAL 47 Section 14.11 Integration; Binding Effect; Survival of Terms 47 Section 14.12 Counterparts; Severability; Section References 48 47 Section 14.13 Bank One One, NA Roles 48 47 Section 14.14 Characterization 48 Section 14.15 Non-Recourse Obligations 49 Exhibit I Definitions Exhibit II Form of Purchase Notice Exhibit III Chief Executive Office and Places of Business of the Seller PartiesSeller; Locations of Records; Federal Employer Identification Number(s) Number and Organizational Identification Number Exhibit III IV Names of Collection Banks; Collection Accounts Exhibit V Form of Compliance Certificate Exhibit VI Form of Collection Account Agreement Exhibit VII Form of Assignment Agreement Exhibit IV VIII Credit and Collection Policy of Each Originator Exhibit IX Form of Contract(sInvoice(s) Exhibit V X Form of Monthly Report NAVISTAR FINANCIAL RETAIL RECEIVABLES Schedule A Commitments and Liquidity Commitments Schedule B Documents to be Delivered to the Administrative Agent on or prior to the Initial Purchase CONVERGYS FUNDING CORPORATION AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of November 1220, 1999, 2003 is among Navistar Financial Retail Receivables Convergys Funding Corporation, a Delaware an Ohio corporation ("“Seller" or "NFRRC"”), Navistar Financial Convergys Corporation, a Delaware an Ohio corporation ("NFC"“Convergys”), as initial Servicer (the Servicer together with the Seller, the "“Seller Parties" ” and each each, a "“Seller Party"”), the funding entities (other than Fifth Third) listed on Schedule A to this Agreement (together with their respective successors and assigns hereunder, the "“Financial Institutions"”), International Securitization Corporation Fifth Third Bank, an Ohio banking corporation ("ISC"“Fifth Third”), Falcon Asset Securitization Corporation ("FALCON"“Falcon”) (ISC and FALCON each singly, a "Company" and collectively, the "Companies"), and Bank One, NA NA, with its main office in Chicago, Illinois, as agent and administrator for Falcon (Main Office Chicago)in such capacity, together with its successors, the “Falcon Agent”) and as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "“Administrative Agent") and as Securities Intermediary”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall will have the meanings assigned to such terms in Exhibit I.I. This Agreement amends and restates in its entirety that certain Receivables Purchase Agreement dated as of September 28, 1999, as amended from time to time prior to the date hereof, by and among the parties hereto other than Fifth Third (the “Existing Agreement”).

Administration and Collection. 23 27 Section 8.1 General Designation of Servicer. 27 Section 8.2 Duties of the Servicer 23 Section 8.2 Collection of Receivables Payments 24 Servicer. 28 Section 8.3 Realization Upon Liquidating Receivables 25 Collection Notices and Delivery Orders. 29 Section 8.4 Maintenance Responsibilities of Insurance Policies 26 Seller. 30 Section 8.5 Maintenance of Security Interests in Vehicles 26 Monthly Reports. 30 Section 8.6 Total and Supplemental Servicing Fees; Payment of Certain Expenses by Servicer 26 Section 8.7 Monthly Advances 26 Section 8.8 Additional Deposits 27 Section 8.9 Annual Statement as to Compliance 27 Section 8.10 Annual Independent Accountants' Report 27 Section 8.11 Assignment of Administrative Receivables and Warranty Receivables 28 Section 8.12 Collection Account 28 Section 8.13 Delegation of Duties 29 Section 8.14 Servicer Not to Resign 29 Section 8.15 Agent to Act; Appointment of Successor 29 Section 8.16 Merger or Consolidation of or Assumption of the Obligations of, the Servicer Fee. 30 ARTICLE IX SERVICER DEFAULTS AMORTIZATION EVENTS .. 30 Section 9.1 Servicer Defaults Amortization Events. 30 Section 9.2 Remedies 31 Remedies. 34 ARTICLE X INDEMNIFICATION 33 INDEMNIFICATION.. 34 Section 10.1 Indemnities by the Seller Parties 33 Parties. 34 Section 10.2 Increased Cost and Reduced Return 36 Return. 37 Section 10.3 Other Costs and Expenses 36 Expenses. 38 Section 10.4 Allocations. 38 ARTICLE XI THE ADMINISTRATIVE AGENT 37 .. 38 Section 11.1 Authorization and Action 37 Section 11.2 Delegation of Duties 37 Section 11.3 Exculpatory Provisions 37 Section 11.4 Reliance by Agent Action. 38 Section 11.5 Non-Reliance on Agent and Other Purchasers 38 Section 11.6 Reimbursement and Indemnification 38 Section 11.7 Agent in its Individual Capacity 39 Section 11.8 Successor Agent 39 ARTICLE XII ASSIGNMENTS; ASSIGNMENTS AND PARTICIPATIONS .. 39 Section 12.1 Assignments and Participations by Blue Ridge and the Committed Investors. 39 Section 12.2 Participations 40 Prohibition on Assignments by Seller Parties. 39 ARTICLE XIII LIQUIDITY FACILITY MISCELLANEOUS .. 40 Section 13.1 Transfer to Financial Institutions 41 Waivers and Amendments. 40 Section 13.2 Transfer Price Reduction Yield Notices. 41 Section 13.3 Payments to any Company Protection of Administrative Agent's Security Interest. 41 Section 13.4 Limitation on Commitment to Purchase from any Company 41 Confidentiality. 42 Section 13.5 Defaulting Financial Institutions 42 Bankruptcy Petition. 43 Section 13.6 Terminating Financial Institutions 42 ARTICLE XIV MISCELLANEOUS Limitation of Liability. 43 Section 14.1 Waivers and Amendments 13.7 CHOICE OF LAW. 43 Section 14.2 Notices 44 Section 14.3 Ratable Payments 45 Section 14.4 Protection of Ownership Interests of the Purchasers 45 Section 14.5 Confidentiality 46 Section 14.6 Bankruptcy Petition 46 Section 14.7 Limitation of Liability 46 Section 14.8 CHOICE OF LAW 47 Section 14.9 13.8 CONSENT TO JURISDICTION 47 Section 14.10 WAIVER OF JURY TRIAL 47 Section 14.11 Integration; Binding Effect; Survival of Terms 47 Section 14.12 Counterparts; Severability; Section References 48 Section 14.13 Bank One Roles 48 Section 14.14 Characterization 48 Section 14.15 Non-Recourse Obligations 49 Exhibit I Definitions Exhibit II Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) Exhibit III Form of Assignment Agreement Exhibit IV Form of Contract(s) Exhibit V Form of Monthly Report NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement dated as of November 12, 1999, is among Navistar Financial Retail Receivables Corporation, a Delaware corporation ("Seller" or "NFRRC"), Navistar Financial Corporation, a Delaware corporation ("NFC"), as Servicer (the Servicer together with the Seller, the "Seller Parties" and each a "Seller Party"), the funding entities listed on Schedule A to this Agreement (together with their respective successors and assigns hereunder, the "Financial Institutions"), International Securitization Corporation ("ISC"), Falcon Asset Securitization Corporation ("FALCON") (ISC and FALCON each singly, a "Company" and collectively, the "Companies"), and Bank One, NA (Main Office Chicago), as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent") and as Securities IntermediaryJURISDICTION. Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.43

Administration and Collection. 23 Section 8.1 General Duties 5.1 Designation of the Sub-Servicer 23 Section 8.2 Collection 5.2 Duties of Receivables Payments Sub-Servicer 24 Section 8.3 Realization Upon Liquidating Receivables 5.3 Collection Rights 25 Section 8.4 Maintenance 5.4 Responsibilities of Insurance Policies the Sub-Servicer and Originators 26 Section 8.5 Maintenance of Security Interests in Vehicles 5.5 Reports 26 Section 8.6 Total and Supplemental Servicing Fees; Payment of Certain Expenses by 5.6 Sub-Servicer Fee 26 ARTICLE VI AMORTIZATION EVENTS 26 Section 8.7 Monthly Advances 6.1 Amortization Events 26 Section 8.8 Additional Deposits 27 Section 8.9 Annual Statement as to Compliance 27 Section 8.10 Annual Independent Accountants' Report 27 Section 8.11 Assignment of Administrative Receivables and Warranty Receivables 6.2 Remedies 28 ARTICLE VII INDEMNIFICATION 28 Section 8.12 Collection Account 7.1 INDEMNITIES BY KNEI 28 Section 8.13 Delegation of Duties 29 Section 8.14 Servicer Not to Resign 29 Section 8.15 Agent to Act; Appointment of Successor 29 Section 8.16 Merger or Consolidation of or Assumption of the Obligations of, the Servicer 30 ARTICLE IX SERVICER DEFAULTS 30 Section 9.1 Servicer Defaults 30 Section 9.2 Remedies 31 ARTICLE X INDEMNIFICATION 33 Section 10.1 Indemnities by the Seller Parties 33 Section 10.2 Increased Cost and Reduced Return 36 Section 10.3 7.2 Other Costs and Expenses 36 33 Section 7.3 LIABILITY OF ADDITIONAL ORIGINATORS TO KNEI AND INDEMNIFIED PARTIES 33 ARTICLE XI THE AGENT 37 VIII MISCELLANEOUS 33 Section 11.1 Authorization and Action 37 Section 11.2 Delegation of Duties 37 Section 11.3 Exculpatory Provisions 37 Section 11.4 Reliance by Agent 38 Section 11.5 Non-Reliance on Agent and Other Purchasers 38 Section 11.6 Reimbursement and Indemnification 38 Section 11.7 Agent in its Individual Capacity 39 Section 11.8 Successor Agent 39 ARTICLE XII ASSIGNMENTS; PARTICIPATIONS 39 Section 12.1 Assignments 39 Section 12.2 Participations 40 ARTICLE XIII LIQUIDITY FACILITY 40 Section 13.1 Transfer to Financial Institutions 41 Section 13.2 Transfer Price Reduction Yield 41 Section 13.3 Payments to any Company 41 Section 13.4 Limitation on Commitment to Purchase from any Company 41 Section 13.5 Defaulting Financial Institutions 42 Section 13.6 Terminating Financial Institutions 42 ARTICLE XIV MISCELLANEOUS 43 Section 14.1 8.1 Waivers and Amendments 43 33 Section 14.2 8.2 Notices 44 34 Section 14.3 Ratable Payments 45 Section 14.4 8.3 Protection of Ownership Interests of the Purchasers 45 Buyer 34 Section 14.5 8.4 Confidentiality 46 35 Section 14.6 8.5 Bankruptcy Petition 46 35 Section 14.7 Limitation of Liability 46 Section 14.8 8.6 CHOICE OF LAW 47 36 Section 14.9 8.7 CONSENT TO JURISDICTION 47 36 Section 14.10 8.8 WAIVER OF JURY TRIAL 47 36 Section 14.11 8.9 Integration; Binding Effect; Survival of Terms 47 37 Section 14.12 8.10 Counterparts; Severability; Section References 48 Section 14.13 Bank One Roles 48 Section 14.14 Characterization 48 Section 14.15 Non-Recourse Obligations 49 37 Exhibits and Schedules Exhibit I - Definitions Exhibit II - Places of Business of the Seller PartiesBusiness; Locations of Records; Federal Employer Identification Number(s) ); Other Names Exhibit III - Lock-Boxes; Collection Accounts; Collection Banks Exhibit IV - Form of Assignment Compliance Certificate Exhibit V - Credit and Collection Policy Exhibit VI - Form of Subscription Agreement Exhibit IV VII - Form of Contract(s) Subordinated Note Exhibit V VIII - Form of Monthly Report NAVISTAR FINANCIAL RETAIL Joinder Supplement Exhibit IX - Form of Performance Guaranty Schedule A List of Documents to Be Delivered to Buyer Prior to the Purchase RECEIVABLES CORPORATION SALE AGREEMENT THIS RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement SALE AGREEMENT, dated as of November 12September 28, 1999, is among Navistar Financial Retail by and between K N Energy, Inc., a Kansas corporation ("KNEI"), and certain Additional Originators as specified herein (KNEI and the Additional Originators, each an "Originator," collectively "Originators") and KN Receivables Corporation, a Delaware corporation ("Seller" or "NFRRCBuyer"), Navistar Financial Corporation, a Delaware corporation ("NFC"), as Servicer (the Servicer together with the Seller, the "Seller Parties" and each a "Seller Party"), the funding entities listed on Schedule A to this Agreement (together with their respective successors and assigns hereunder, the "Financial Institutions"), International Securitization Corporation ("ISC"), Falcon Asset Securitization Corporation ("FALCON") (ISC and FALCON each singly, a "Company" and collectively, the "Companies"), and Bank One, NA (Main Office Chicago), as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent") and as Securities Intermediary. Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.