NOTE PURCHASE AGREEMENT among NAVISTARFINANCIAL SECURITIES CORPORATION as Seller, NAVISTAR FINANCIAL CORPORATION, as Servicer, KITTY HAWK FUNDING CORPORATION, as a Conduit Purchaser, LIBERTY STREET FUNDING LLC, as a Conduit Purchaser, BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent for the Purchasers, BANK OF AMERICA, NATIONAL ASSOCIATION, as a Managing Agent, BANK OF AMERICA, NATIONAL ASSOCIATION, as a Committed Purchaser, THE BANK OF NOVA SCOTIA, as a Committed Purchaser and THE BANK OFNOVA SCOTIA, as a Managing Agent dated as of April 16, 2010 TABLE OF CONTENTS

EX-10.2 3 dex102.htm NOTE PURCHASE AGREEMENT Note Purchase Agreement

Exhibit 10.2

EXECUTION VERSION

NOTE PURCHASE AGREEMENT

among

NAVISTAR FINANCIAL SECURITIES CORPORATION

as Seller,

NAVISTAR FINANCIAL CORPORATION,

as Servicer,

KITTY HAWK FUNDING CORPORATION,

as a Conduit Purchaser,

LIBERTY STREET FUNDING LLC,

as a Conduit Purchaser,

BANK OF AMERICA, NATIONAL ASSOCIATION,

as Administrative Agent for the Purchasers,

BANK OF AMERICA, NATIONAL ASSOCIATION,

as a Managing Agent,

BANK OF AMERICA, NATIONAL ASSOCIATION,

as a Committed Purchaser,

THE BANK OF NOVA SCOTIA,

as a Committed Purchaser

and

THE BANK OF NOVA SCOTIA,

as a Managing Agent

dated as of April 16, 2010

TABLE OF CONTENTS


		Page

	ARTICLE I
	DEFINITIONS

SECTION 1.01.	Certain Defined Terms	1
SECTION 1.02.	Other Definitional Provisions	11

	ARTICLE II
	PURCHASE AND SALE

SECTION 2.01.	Purchase and Sale of the Series 2010-VFN Note	12
SECTION 2.02.	[Reserved.]	12
SECTION 2.03.	Incremental Fundings	12
SECTION 2.04.	Extension of Purchase Expiration Date	14
SECTION 2.05.	Reduction of Maximum Funded Amount	14
SECTION 2.06.	Calculation of Series 2010-VFN Monthly Interest	14

	ARTICLE III
	CLOSING

SECTION 3.01.	Closing	15
SECTION 3.02.	Transactions to be Effected at the Closing	15
SECTION 3.03.	Termination of the Series 2000-VFC Certificates	16

	ARTICLE IV
	CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE

SECTION 4.01.	Performance by the Seller, the Servicer, the Master Trust and the Issuer	16
SECTION 4.02.	Representations and Warranties	17
SECTION 4.03.	Corporate Documents	17
SECTION 4.04.	Opinions of Counsel to NFC and the Seller	17
SECTION 4.05.	Opinions of Counsel to the Indenture Trustee and Master Owner Trust Trustee	17
SECTION 4.06.	Financing Statements	17
SECTION 4.07.	Ratings	17
SECTION 4.08.	Documents	17
SECTION 4.09.	No Actions or Proceedings	18
SECTION 4.10.	Approvals and Consents	18
SECTION 4.11.	Officer’s Certificates	18
SECTION 4.12.	Credit Enhancement	18
SECTION 4.13.	Repayment of Series 2000-VFC Certificate	18
SECTION 4.14.	Other Documents	18
SECTION 4.15.	Fees	18

	ARTICLE V
	REPRESENTATIONS AND WARRANTIES OF THE SELLER

SECTION 5.01.	Representations and Warranties of the Seller	18
SECTION 5.02.	Representations and Warranties of NFC	20

TABLE OF CONTENTS

(continued)


		Page

	ARTICLE VI
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASERS AND THE AGENTS

SECTION 6.01.	Organization	22
SECTION 6.02.	Authority, etc	22
SECTION 6.03.	Securities Act	23

	ARTICLE VII
	COVENANTS OF THE SELLER AND NFC

SECTION 7.01.	Ratings	23
SECTION 7.02.	Access to Seller Information	23
SECTION 7.03.	Security Interests; Further Assurances	24
SECTION 7.04.	Seller Covenants	24
SECTION 7.05.	Amendments	24
SECTION 7.06.	Information from NFC	24
SECTION 7.07.	Access to NFC Information	25
SECTION 7.08.	NFC Covenants	25
SECTION 7.09.	Annual Independent Public Accountants’ Servicing Report	26

	ARTICLE VIII
	ADDITIONAL COVENANTS

SECTION 8.01.	Legal Conditions to Effectiveness of this Agreement	26
SECTION 8.02.	Expenses	26
SECTION 8.03.	Mutual Obligations	26
SECTION 8.04.	Restrictions on Transfer	26

	ARTICLE IX
	INDEMNIFICATION

SECTION 9.01.	Indemnification	26
SECTION 9.02.	Procedure	27
SECTION 9.03.	Defense of Claims	27
SECTION 9.04.	Indemnity for Taxes, Reserves and Expenses	28
SECTION 9.05.	Costs, Expenses, Taxes, Breakage Payments and Increased Costs under this Agreement and Program Facility	29

	ARTICLE X
	THE AGENTS

SECTION 10.01.	Authorization and Action	30
SECTION 10.02.	Agent’s Reliance, Etc	30
SECTION 10.03.	Agents and Affiliates	31
SECTION 10.04.	Indemnification	31
SECTION 10.05.	Purchase Decision	31
SECTION 10.06.	Successor Administrative Agent	32

TABLE OF CONTENTS

(continued)


		Page
	ARTICLE XI
	MISCELLANEOUS

SECTION 11.01.	Amendments	32
SECTION 11.02.	Notices	32
SECTION 11.03.	No Waiver; Remedies	32
SECTION 11.04.	Binding Effect; Assignability	33
SECTION 11.05.	Provision of Documents and Information	34
SECTION 11.06.	GOVERNING LAW; JURISDICTION	34
SECTION 11.07.	No Proceedings; Limitation on Payments	35
SECTION 11.08.	Execution in Counterparts	35
SECTION 11.09.	No Recourse	35
SECTION 11.10.	Corporate Obligations	36
SECTION 11.11.	Survival	36
SECTION 11.12.	Tax Characterization	36
SECTION 11.13.	Rating Agency Notices	36

iii


EXHIBIT A		Form of Notice of Incremental Funding
EXHIBIT B		Form of Investment Letter
EXHIBIT C		Form of Assignment and Assumption Agreement

SCHEDULE I		Addresses for Notice

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) dated as of April 16, 2010, among Navistar Financial Securities Corporation (the “Seller”), Navistar Financial Corporation (“Servicer”), Kitty Hawk Funding Corporation, (“KHFC”), as a Conduit Purchaser, Liberty Street Funding LLC (“Liberty Street”), as a Conduit Purchaser, The Bank of Nova Scotia (“BNS”), as a Managing Agent and a Committed Purchaser, and Bank of America, National Association (“Bank of America”), as a Managing Agent, the Administrative Agent and a Committed Purchaser.

WHEREAS, the Managing Agents party to this Agreement are also the holders of certain asset backed certificates evidencing the undivided senior beneficial interests in certain assets of the Master Trust (the “Series 2000-VFC Certificates”) issued by the Master Trust pursuant to the Pooling and Servicing Agreement and Series 2000-VFC Supplement (as defined below);

WHEREAS, the Master Trust will cause an optional repayment of the Series 2000-VFC Certificates;

WHEREAS, the Issuer (as defined below) will issue a new series of notes, designated as the Navistar Financial Dealer Note Master Owner Trust Floating Rate Dealer Note Asset Backed Variable Funding Notes, Series 2010-VFN, pursuant to the Indenture Supplement (as defined below).

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms. Capitalized terms used herein without definition shall have the meanings set forth or incorporated by reference in the Indenture or the Indenture Supplement (each, as defined below), as applicable. If a term used herein is defined in both the Indenture and the Indenture Supplement, it shall have the meaning set forth in the Indenture Supplement or, if not defined therein, as defined in the Pooling and Servicing Agreement. Additionally, the following terms shall have the following meanings:

“Additional Amounts” means all amounts owed pursuant to Article IX hereof plus any Breakage Payments owed to the Purchasers pursuant to Section 2.06(c) of this Agreement.

“Administrative Agent” means Bank of America in its capacity as Administrative Agent for the Purchasers.

“Administrative Agent Fee Letter” means the fee letter, dated as of the date hereof, among the Seller, the Servicer and the Administrative Agent, setting forth certain fees payable to the Administrative Agent in connection with this Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Agents” means, collectively, the Managing Agents and the Administrative Agent.

“Alternate Rate” for any Fixed Period for any Funding Tranche means an interest rate per annum equal to 3.50% per annum above the Eurodollar Rate for such Fixed Period; provided, however, that in the case of

(i) any Fixed Period existing on or after the first day of which a Managing Agent shall have been notified by a Conduit Purchaser or Liquidity Purchaser in its Purchaser Group or other Program Support Provider that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for a Conduit Purchaser or its Liquidity Purchaser or other Program Support Provider to fund any Funding Tranche (based on the Eurodollar Rate) (and such Conduit Purchaser or its Liquidity Purchaser or other Program Support Provider shall not have subsequently notified its Managing Agent that such circumstances no longer exist),

(ii) any Fixed Period of one to (and including) 13 days,

(iii) any Fixed Period relating to a Funding Tranche which is less than $1,000,000, and

(iv) any Fixed Period with respect to which the Alternate Rate, for any reason, becomes applicable on notice to the Administrative Agent of less than three Business Days,

the “Alternate Rate” for each such Fixed Period shall be an interest rate per annum equal to the Corporate Base Rate in effect on each day of such Fixed Period. The “Alternate Rate” for any day on or after the occurrence of an Early Redemption Event shall be an interest rate equal to 2.50% per annum above the Corporate Base Rate in effect on such day.

“Applicable Indemnifying Party” shall have the meaning set forth in Section 9.02 hereof.

“Asset Purchase Agreement” means any of the KHFC Liquidity Asset Purchase Agreement, the Liberty Street Liquidity Asset Purchase Agreement and any other liquidity agreement entered into by a Conduit Purchaser with respect to the Series 2010-VFN Notes, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Assignment and Acceptance” means an assignment and acceptance agreement in the form of Exhibit C attached hereto, entered into by a Purchaser, a permitted assignee and the Managing Agent for such Purchaser, pursuant to which such assignee may become a party to this Agreement.

“Bank of America” is defined in the preamble of this Agreement.

“BNS” is defined in the preamble of this Agreement.

“Breakage Payment” is defined in Section 2.06(c) of this Agreement.

“Certificate Purchase Agreement” is defined in Section 4.13 of this Agreement.

“Closing” is defined in Section 3.01 of this Agreement.

“Closing Date” is defined in Section 3.01 of this Agreement.

“Collateral Supplement” means the Series 2004-1 Supplement, dated as of June 10, 2004, among the Seller, the Servicer and the Master Trust Trustee, to the Pooling and Servicing Agreement, as the same may be amended, modified or supplemented from time to time.

“Commitment” means, with respect to each Committed Purchaser, as the context requires, (a) the commitment of such Committed Purchaser to make Incremental Fundings in accordance herewith in an amount not to exceed the amount described in the following clause (b), and (b) the dollar amount set forth underneath such Committed Purchaser’s name under the heading of “Commitment” on the signature pages hereto (or in the case of a Committed Purchaser which becomes a party hereto pursuant to an Assignment and Acceptance, as set forth in such Assignment and Acceptance), minus the dollar amount of any Commitment or portion thereof assigned by such Committed Purchaser in accordance with the terms of this Agreement and pursuant to an Assignment and Acceptance, plus the dollar amount of any increase to such Committed Purchaser’s Commitment consented to by such Committed Purchaser prior to the time of determination, minus the amount of any reduction to such Commitment made in accordance with this Agreement.

“Committed Purchaser” means Bank of America, BNS and each of their respective assigns (with respect to their respective Commitments hereunder) that shall become a party to this Agreement pursuant to Section 11.04 hereof.

“Conduit Purchaser” means each of KHFC, Liberty Street and any of their respective permitted assigns that is a RIC.

“Conduit Purchaser Termination Date” means, with respect to a Conduit Purchaser in the KHFC Purchaser Group, the date of the delivery by such Conduit Purchaser of written notice that such Conduit Purchaser elects, in its sole discretion, to permanently cease to fund Funded Amounts and Incremental Fundings hereunder.

“Corporate Base Rate” means, for any day, a fluctuating interest rate per annum as shall be in effect from time to time, which rate shall be at all times equal to the higher of:

(a) the rate of interest in effect for such day as publicly announced from time to time by the applicable Managing Agent as its “prime rate” for such day. For purposes of this definition, the “prime rate” is a rate set by the applicable Managing Agent based upon various factors including such Managing Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. The computation of the “prime rate” shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed. Any change in the prime rate announced by a Managing Agent shall take effect at the opening of business on the day specified in the public announcement of such change; and

(b) 0.50% per annum above the latest Federal Funds Rate.

“CP Notes” means short-term promissory notes issued or to be issued by a Conduit Purchaser to fund its investments in accounts receivable or other financial assets.

“CP Rate” for any Fixed Period for any Funding Tranche means, to the extent a Conduit Purchaser funds such Funding Tranche for such Fixed Period by issuing CP Notes, the per annum rate equivalent to the “weighted average cost” (as defined below) related to the issuance of CP Notes that are allocated, in whole or in part, by such Conduit Purchaser or its Managing Agent to fund or maintain such Funding Tranche (and which may also be allocated in part to the funding of other Funding Tranches hereunder or of other assets of such Conduit Purchaser); provided, however, that if any component of such rate is a discount rate, in calculating the “CP Rate” for such Funding Tranche for such Fixed Period, such Conduit Purchaser shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum. As used in this definition, a Conduit Purchaser’s “weighted average cost” shall consist of (w) the actual interest rate (or discount) paid to purchasers of such Conduit Purchaser’s CP Notes, together with the commissions of placement agents and dealers in respect of such CP Notes, to the extent such commissions are allocated, in whole or in part, to such CP Notes by such Conduit Purchaser or its Managing Agent, (x) certain documentation and transaction costs associated with the issuance of such CP Notes, (y) any incremental carrying costs incurred with respect to CP Notes maturing on dates other than those on which corresponding funds are received by such Conduit Purchaser, and (z) other borrowings by such Conduit Purchaser (other than under any Program Support Agreement), including borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market.

“Day Count Fraction” means, as to any Funding Tranche for any Fixed Period or portion thereof, a fraction (a) the numerator of which is the number of days in such Fixed Period or portion thereof and (b) the denominator of which is 360 (or, with respect to any Funding Tranche which accrues interest by reference to the Corporate Base Rate, the actual number of days in the related calendar year).

“Defaulting Committed Purchaser” is defined in Section 2.03(f).

“Eurodollar Rate” means, for any Fixed Period, an interest rate per annum (rounded upward to the nearest 1/1000^th of 1%) determined pursuant to the following formula:


Eurodollar Rate =		LIBOR
		1.00 - Eurodollar Reserve Percentage

“Eurodollar Reserve Percentage” means, for any Fixed Period, the maximum reserve percentage (expressed as a decimal, rounded upward to the nearest 1/1000^th of 1%) in effect on the date LIBOR for such Fixed Period is determined under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”) having a term comparable to such Fixed Period.

“Federal Bankruptcy Code” means the bankruptcy code of the United States of America codified in Title 11 of the United States Code.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) charged to the applicable Managing Agent on such day on such transactions as determined by it.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

“Fee Letter” means the Fee Letter dated as of the date hereof, among the Seller, the Servicer, the Managing Agents and the Administrative Agent setting forth certain fees payable in connection with the purchase of the Series 2010-VFN Note by the Administrative Agent for the benefit of the Purchasers, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Fixed Period” means, unless otherwise mutually agreed by the applicable Managing Agent and the Conduit Purchasers within its Purchaser Group, (a) with respect to any Funding Tranche funded by the issuance of CP Notes, (i) initially the period commencing on (and including) the date of the initial purchase or funding of such Funding Tranche and ending on (and including) the last day of the current calendar month, and (ii) thereafter, each period commencing on (and including) the first day after the last day of the immediately preceding Fixed Period for such Funding Tranche and ending on (and including) the last day of the current calendar month and (b) with respect to any Funding Tranche not funded by the issuance of CP Notes, (i) initially the period commencing on (and including) the date of the initial purchase or funding of such Funding Tranche and ending on (but excluding) the next following Payment Date and (ii) thereafter, each period commencing on (and including) the first day after the last day of the immediately preceding Fixed Period for such Funding Tranche and ending on (and excluding) the next following Payment Date; provided, that

(A) any Fixed Period with respect to any Funding Tranche not funded by the issuance of CP Notes which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided, however, if interest in respect of such Fixed Period is computed by reference to the Eurodollar Rate, and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day;

(B) in the case of any Fixed Period for any Funding Tranche which commences before the Expected Principal Payment Date and would otherwise end on a

date occurring after the Expected Principal Payment Date, such Fixed Period shall end on such Expected Principal Payment Date and the duration of each Fixed Period which commences on or after the Expected Principal Payment Date shall be of such duration as shall be selected by the applicable Managing Agent and communicated by such Managing Agent to the Administrative Agent;

(C) any Fixed Period in respect of which interest is computed by reference to the CP Rate may be terminated in accordance with the terms of this Agreement at the election of the applicable Managing Agent by notice thereof to the Administrative Agent and the Seller, in which case, the Funding Tranche allocated to such terminated Fixed Period shall be allocated to a new Fixed Period commencing on (and including) the date of such termination and ending on (but excluding) the next following Payment Date, and shall accrue interest at the Alternate Rate.

“Funded Amount” means, on any Business Day, an amount equal to the result of (a) the Initial Series 2010-VFN Outstanding Principal Amount plus (b) the aggregate amount of all Incremental Funded Amounts for all Incremental Fundings occurring on or prior to such Business Day minus (c) the aggregate amount of principal payments made to Series 2010-VFN Noteholders prior to such date.

“Funding Rate” means, with respect to any Fixed Period and any Funding Tranche, (a) to the extent a Conduit Purchaser is funding such Funding Tranche during such Fixed Period through the issuance of CP Notes, its CP Rate, and (b) to the extent any Purchaser is not funding such Funding Tranche through the issuance of CP Notes, a rate per annum (expressed as a percentage and an interest yield equivalent and calculated on the basis of a 360-day year and the actual days elapsed) equal to the Alternate Rate.

“Funding Tranche” means, at any time, each portion of the Funded Amount funded by a specific Purchaser, allocated to the same Fixed Period and accruing interest by reference to the same Funding Rate at such time.

“Governmental Actions” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rules.

“Governmental Authority” means, with respect to any Person, the United States of America or any other nation having jurisdiction or authority over such Person, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction or authority over such Person.

“Governmental Rules” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.

“Incremental Funded Amount” shall mean the amount of the increase in the Funded Amount occurring as a result of any Incremental Funding, which amount shall equal the aggregate amount of the purchase price paid by the Series 2010-VFN Noteholders with respect to that Incremental Funding pursuant to this Agreement and the Indenture Supplement.

“Incremental Funding” means an increase in the aggregate outstanding principal balance of the Series 2010-VFN Note in accordance with the provisions of Section 2.03 hereof.

“Incremental Funding Date” means the date on which each Incremental Funding occurs.

“Indemnified Party” means any of the Purchasers, the Liquidity Purchasers, the Program Support Providers, the Managing Agents, the Administrative Agent or any of their officers, directors, employees, agents, representatives, assignees or Affiliates.

“Indenture” means the Indenture, dated as of June 10, 2004, between the Issuer and The Bank of New York Mellon, as Indenture Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Indenture Supplement” means the Series 2010-VFN Indenture Supplement, dated as of April 16, 2010, between the Issuer and The Bank of New York Mellon, as Indenture Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Investment Deficit” is defined in Section 2.03(f) of this Agreement.

“Investment Letter” means a letter in the form of Exhibit B hereto.

“Issuer” means Navistar Financial Dealer Note Master Owner Trust, a Delaware statutory trust.

“KHFC” means Kitty Hawk Funding Corporation, a Delaware corporation.

“KHFC Liquidity Asset Purchase Agreement” means the liquidity asset purchase agreement relating to this Agreement, among KHFC (or an RIC that is an assignee of KHFC pursuant to the terms of this Agreement), Bank of America and each of the purchasers signatory thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“KHFC Purchaser Group” means KHFC, each assignee of KHFC which is a RIC, Bank of America, in its capacity as a Committed Purchaser hereunder, the KHFC Purchasers and each permitted assignee thereof.

“KHFC Purchasers” means each of the purchasers party to a KHFC Liquidity Asset Purchase Agreement.

“Liberty Street” means Liberty Street Funding LLC, a Delaware limited liability company.

“Liberty Street Liquidity Asset Purchase Agreement” means the liquidity asset purchase agreement, dated as of the date hereof, among Liberty Street, BNS and each of the purchasers signatory thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Liberty Street Purchaser Group” means Liberty Street, each assignee of Liberty Street which is a RIC, BNS, in its capacity as a Committed Purchaser hereunder, the Liberty Street Purchasers and each permitted assignee thereof.

“Liberty Street Purchasers” means each of the purchasers party to a Liberty Street Liquidity Asset Purchase Agreement.

“LIBOR” means, for any Fixed Period:

(i) the rate per annum (carried out to the fifth decimal place) equal to the rate which appears on the Bloomberg Screen BTMM Page under the heading “LIBOR FIX” for deposits in U.S. dollars (for delivery on the first day of such Fixed Period) with a term equivalent to such Fixed Period, determined as of approximately as of 11:00 a.m., London time two (2) Business Days prior to the first day of such Fixed Period;

(ii) in the event the rate referenced in the preceding subsection (i) does not appear on such page or service or such page or service shall cease to be available, the rate per annum (carried to the fifth decimal place) equal to the rate determined by the applicable Managing Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in dollars (for delivery on the first day of such Fixed Period) with a term equivalent to such Fixed Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Fixed Period; or

(iii) in the event the rates referenced in the preceding subsections (i) and (ii) are not available, the rate per annum equal to the rate determined by the applicable Managing Agent as the rate of interest at which dollar deposits (for delivery on the first day of such Fixed Period) in same day funds in the approximate amount of the applicable Funding Tranche to be funded by reference to the Eurodollar Rate and with a term equivalent to such Fixed Period would be offered by its London Branch to major banks in the offshore dollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Fixed Period.

“Liquidity Purchaser” means a KHFC Purchaser, a Liberty Street Purchaser or any other provider of funding for a Conduit Purchaser pursuant to an Asset Purchase Agreement.

“Managing Agents” means Bank of America, in its capacity as a Managing Agent for the KHFC Purchaser Group, and BNS, in its capacity as a Managing Agent for the Liberty Street Purchaser Group.

“Material Adverse Effect” means a material adverse effect on (i) the business, results of operations or financial condition or the material properties or assets of NFSC, NFC, the Master Trust or the Issuer, (ii) the performance of their obligations hereunder or under the Series Documents or (iii) the interests of the Purchasers hereunder.

“Maximum Funded Amount” means the sum of the Commitments.

“NFC” means Navistar Financial Corporation, a Delaware corporation, and its successors and permitted assigns.

“NFC Losses” has the meaning specified in Section 9.01(b) hereof.

“NFSC” means Navistar Financial Securities Corporation, a Delaware corporation, and its successors and permitted assigns.

“Non-Defaulting Committed Purchaser” is defined in Section 2.03(f).

“Non-Use Fee” is defined in the Fee Letter.

“Notice of Incremental Funding” means a written notice of an Incremental Funding in the form of Exhibit A hereto.

“Official Body” means, with respect to any Person, any government or political subdivision having authority or jurisdiction over such Person or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator having authority or jurisdiction over such Person, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of accounting principles applicable to such Person.

“Participant” has the meaning specified in Section 11.04(c) of this Agreement.

“Program Rate” has the meaning specified in the Fee Letter.

“Program Support Agreement” means and includes, with respect to a Conduit Purchaser, the Asset Purchase Agreement and any other agreement entered into by any Program Support Provider providing for the issuance of one or more letters of credit for the account of such Conduit Purchaser, the issuance of one or more surety bonds for which a Conduit Purchaser is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, the sale by a Conduit Purchaser to any Program Support Provider of any interest in the Series 2010-VFN Note (or portions thereof) and/or the making of loans and/or other extensions of credit to a Conduit Purchaser in connection with such Conduit Purchaser’s securitization program, together with any letter of credit, surety bond or other instrument issued thereunder (but excluding any discretionary advance facility provided by the Administrative Agent or a Managing Agent).

“Program Support Provider” means and includes, with respect to a Conduit Purchaser, any Liquidity Purchaser and any other or additional Person (other than any customer of a Conduit Purchaser) now or hereafter extending credit or having a commitment to extend credit to or for the account of, or to make purchases from, a Conduit Purchaser or issuing a letter of credit, surety bond or other instrument to support any obligations arising under or in connection with a Conduit Purchaser’s securitization program.

“Purchase Expiration Date” means the earlier of (i) August 24, 2010 and (ii) the date on which the Early Redemption Period commences, as such date may from time to time be modified in accordance with Section 2.04 hereof.

“Purchaser” means a Conduit Purchaser or a Committed Purchaser.

“Purchaser Group” means each of the Liberty Street Purchaser Group and the KHFC Purchaser Group.

“Purchaser Percentage” means, with respect to any Committed Purchaser, the quotient expressed as a percentage of (a) such Committed Purchaser’s Commitment divided by (b) the sum of the Commitments of all Committed Purchasers.

“Reference Bank” means Bank of America with respect to the KHFC Purchaser Group and BNS with respect to the Liberty Street Purchaser Group.

“RIC” means a special purpose company, other than a Conduit Purchaser, which (i) is administered by a Managing Agent or an Affiliate thereof and (ii) directly or indirectly issues commercial paper notes to finance its investments in financial assets.

“Seller Losses” has the meaning specified in Section 9.01(a) hereof.

“Series 2000-VFC Parties” means Bank of America and BNS, each as managing agent and committed purchaser under the Certificate Purchase Agreement, Kitty Hawk Funding Corporation and Liberty Street Funding Corporation, each as conduit purchaser under the Certificate Purchase Agreement, and Bank of America, as administrative agent under the Certificate Purchase Agreement.

“Series 2000–VFC Supplement” means that certain Series 2000-VFC Supplement to the Pooling and Servicing Agreement, dated as of January 28, 2000, as amended, between the Seller and the Master Trust Trustee, creating and designating the Series 2000-VFC Certificates.

“Series 2010-VFN Monthly Interest” means, with respect to any Payment Date, the sum of:

(A)

the sum of (i) for each Conduit Purchaser, the summation of the amount of interest accrued during the related Due Period on each Funding Tranche funded by such Conduit Purchaser at such Conduit Purchaser’s CP Rate, determined by multiplying (a) the applicable Tranche Rate times (b) the Weighted Average Funded Amount for such Funding Tranche times (c) the applicable Day Count Fraction and (ii) any Series 2010-VFN Monthly Interest calculated in accordance with clause (A)(i) above due but not paid with respect to the prior Due Period, plus interest on such unpaid amount calculated as the product of (x) the weighted average Tranche Rate for all Funding Tranches funded at the CP Rate by such Conduit Purchaser during the most recent Due Period, times (y) the amount of such unpaid Series 2010-VFN Monthly Interest, times (z) the applicable Day Count Fraction,

plus

(B)

the sum of (i) the summation of the amount of interest accrued during the related Fixed Period on each Funding Tranche not funded at the CP Rate, determined by multiplying (a) the applicable Tranche Rate times (b) the Weighted Average Funded Amount for such Funding Tranche times (c) the applicable Day Count Fraction and (ii) any Series 2010-VFN Monthly Interest calculated in accordance with clause (B)(i) above due but not paid with respect to the prior Fixed Period, plus interest on such unpaid amount calculated as the product of (x) the weighted average Tranche Rate for all Funding Tranches not funded at the CP Rate during the most recent Fixed Period, times (y) the amount of such unpaid Series 2010-VFN Monthly Interest, times (z) the applicable Day Count Fraction,

plus

(C)

on any Payment Date on which the Funded Amount of the Series 2010-VFN Note is reduced to zero, any amounts which accrue in clause (A) above from (and excluding) the last day of the related Due Period through (and excluding) such Payment Date.

“Series 2010-VFN Note” means the Navistar Financial Dealer Note Master Owner Trust Floating Rate Dealer Note Asset Backed Notes, Series 2010-VFN in the maximum aggregate principal amount of $500,000,000 issued by the Issuer pursuant to the Indenture and the Indenture Supplement.

“Series Documents” means the Indenture, the Indenture Supplement, the Pooling and Servicing Agreement, the Collateral Supplement, the Master Revolving Credit Agreement, the Purchase Agreement and this Agreement.

“Third Party Claim” has the meaning specified in Section 9.02 hereof.

“Tranche Rate” means for any Fixed Period, with respect to any Funding Tranche, a per annum rate equal to the sum of (i) the applicable Funding Rate of the applicable Purchaser for such Fixed Period plus (ii) if such Funding Tranche is funded at the CP Rate, the weighted average of the applicable Program Rates applicable to such Fixed Period.

“Weighted Average Funded Amount” means, with respect to any Funding Tranche for any Fixed Period, the quotient of (i) the summation of the portion of the Funded Amount allocated to such Funding Tranche determined as of each day in such Fixed Period, divided by (ii) the number of days in such Fixed Period.

SECTION 1.02. Other Definitional Provisions. (a) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, the Schedules and Exhibits in or to this Agreement unless otherwise specified.

ARTICLE II

PURCHASE AND SALE

SECTION 2.01. Purchase and Sale of the Series 2010-VFN Note. On the terms and subject to the conditions set forth in this Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Seller is willing to sell to each Managing Agent, on behalf of the Purchasers in its respective Purchaser Group, and each Managing Agent, on behalf of the Purchasers in its respective Purchaser Group, has elected to purchase the Series 2010-VFN Notes in an aggregate initial principal amount equal to the Initial Series 2010-VFN Outstanding Principal Amount and with an aggregate maximum principal amount equal to the Maximum Funded Amount.

SECTION 2.02. [Reserved.]

SECTION 2.03. Incremental Fundings. (a) Subject to the terms and conditions of this Agreement and the Indenture Supplement, from time to time prior to the Purchase Expiration Date upon receipt by the Administrative Agent (with a copy to each Managing Agent) of a Notice of Incremental Funding, (i) each Managing Agent, on behalf of the Conduit Purchaser in its Purchaser Group, and in the sole and absolute discretion of each such Conduit Purchaser, may make Incremental Fundings and (ii) if a Conduit Purchaser elects not to make an Incremental Funding, each Committed Purchaser in such Conduit Purchaser’s Purchaser Group severally agrees to make its respective Purchaser Percentages of such Incremental Funding; provided, that no Committed Purchaser shall be required to make a portion of any Incremental Funding if, after giving effect thereto, (A) its Funded Amount hereunder would exceed its Commitment or (B) its Funded Amount hereunder plus the aggregate funding made by such Committed Purchaser as a Liquidity Purchaser under its Asset Purchase Agreement would exceed its Commitment.

(b) Each Incremental Funding hereunder shall be subject to the further conditions precedent that:

(i) The Administrative Agent (with a copy to each Managing Agent) will have received copies of all settlement statements and all reports required to be delivered by the Servicer pursuant to Section 3.13 of the Indenture Supplement;

(ii) Each of the representations and warranties of the Issuer, the Seller and the Servicer made in the Series Documents shall be true and correct in all material respects as of the applicable Incremental Funding Date (except to the extent they expressly relate to an earlier or later time);

(iii) The Seller, the Servicer, the Master Trust and the Issuer shall be in compliance in all material respects with all of their respective covenants contained in the Series Documents;

(iv) No Early Redemption Event shall have occurred and be continuing;

(v) The Series 2010-VFN Overcollateralization Amount shall be at least equal to the Series 2010-VFN Target Overcollateralization Amount (calculated on a pro forma basis after giving effect to such Incremental Funding);

(vi) The Seller’s Invested Amount shall be at least equal to the Minimum Seller’s Invested Amount (after giving effect to such Incremental Funding);

(vii) At least three Business Days prior to the Incremental Funding Date, the Administrative Agent (with a copy to each Managing Agent) shall have received a completed Notice of Incremental Funding;

(viii) The amount on deposit in the Series 2010-VFN Spread Account shall be at least equal to the Spread Account Required Amount; and

(ix) The available commitments of the Liquidity Purchasers under their Asset Purchase Agreement and the credit and/or liquidity coverage committed under the program-wide credit and/or liquidity facilities for the commercial paper program of each Conduit Purchaser shall be in the amounts required to maintain the then-current ratings of such Conduit Purchaser’s CP Notes.

(c) Each Incremental Funding shall be requested in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof; provided, that an Incremental Funding may be requested in the entire remaining Maximum Funded Amount (even if such amount is less than $5,000,000).

(d) The purchase price of each Incremental Funding shall be equal to 100% of the allocation of the related Incremental Funded Amount, and shall be paid not later than 1:00 p.m. New York City time on the Incremental Funding Date by wire transfer of immediately available funds to the Seller’s account no. 323-2-37053, titled “NFC Proceeds Deposit Account,” ABA# 021-000-021, maintained at JPMorgan Chase Bank, N.A. (or such other account as may from time to time be specified by the Seller in a notice to the Administrative Agent (with a copy to each Managing Agent)).

(e) Subject to the other provisions of this Agreement, Incremental Funded Amounts shall be allocated between the Purchaser Groups on a pro rata basis.

(f) Defaulting Committed Purchaser. If, by 2:00 p.m. (New York City time), one or more Committed Purchasers (each, a “Defaulting Committed Purchaser”, and each Committed Purchaser other than any Defaulting Committed Purchaser being referred to as a “Non-Defaulting Committed Purchaser”) fails to deposit its pro rata share of any Incremental Funded Amount into the Seller’s account pursuant to Section 2.03(d) (the aggregate amount not so made available as the Incremental Funding Date being herein called in either case the “Investment Deficit”), then the related Managing Agent for each Non-Defaulting Committed Purchaser shall, by no later than 2:30 p.m. (New York City time) on the applicable Incremental Funding Date, instruct each Non-Defaulting Committed Purchaser in its Purchaser Group to pay, by no later than 3:00 p.m. (New York City time), in immediately available funds, to the Seller’s account, an amount equal to the lesser of (i) such Non-Defaulting Committed Purchaser’s proportionate share (based upon the relative Purchaser Percentage of the Non-Defaulting Committed Purchasers) of the Investment Deficit and (ii) its unused Commitment. A Defaulting Committed Purchaser shall forthwith, upon demand, pay to its Managing Agent for the ratable benefit of the Non-Defaulting Committed Purchasers all amounts paid by each such Non-Defaulting Committed Purchaser on behalf of such Defaulting Committed Purchaser, together with interest thereon, for each day from the date a payment was made by a Non-Defaulting Committed Purchaser until the date such Non-Defaulting Committed Purchaser has been paid such amounts in full, at a rate per annum equal to the sum of the Alternate Rate, plus 2.00% per annum.

SECTION 2.04. Extension of Purchase Expiration Date. The parties to this Agreement may mutually agree in writing to the extension of the Purchase Expiration Date to a date no later than 364 days following the date of such extension; provided, that no agreement to any such extension shall be effective unless the available commitments of the Liquidity Purchasers under each Asset Purchase Agreement and the credit and/or liquidity coverage committed under the program-wide credit and/or liquidity facilities for the commercial paper program of each Conduit Purchaser will continue to be in effect after such extension in the aggregate amounts, and for the period of the time, necessary to maintain the then-current ratings of each such Conduit Purchaser’s CP Notes.

SECTION 2.05. Reduction of Maximum Funded Amount. The Seller may reduce in whole or in part the Maximum Funded Amount (but not below the Series 2010-VFN Outstanding Principal Amount) by giving the Administrative Agent (with a copy to each Managing Agent) written notice thereof at least five Business Days before such reduction is to take place; provided, however, that any partial reduction shall be in an aggregate amount of $10,000,000, or any integral multiples of $5,000,000 in excess thereof. Any such reduction in the Maximum Funded Amount shall be permanent and shall be allocated between the Purchaser Groups on a pro rata basis.

SECTION 2.06. Calculation of Series 2010-VFN Monthly Interest. (a) On or before the second Business Day after the end of each Due Period, each Managing Agent shall calculate, for the related Payment Date, the Series 2010-VFN Monthly Interest payable on such Payment Date with respect to each Funding Tranche related to its Purchaser Group and provide such calculation to the Administrative Agent who shall provide such calculation to the Servicer in writing. If any Funding Tranche begins to accrue interest at a Funding Rate other than a CP Rate after the date the Administrative Agent provides the Series 2010-VFN Monthly Interest

calculation for any Payment Date, the applicable Managing Agent shall promptly provide the Administrative Agent a calculation of the interest that will accrue on such Funding Tranche and be included in the definition of “Series 2010-VFN Monthly Interest” for such Payment Date. The Administrative Agent shall promptly provide such calculation to the Servicer after receipt thereof. The parties acknowledge that the interest calculation set forth in clause (C) of the definition of “Series 2010-VFN Monthly Interest” shall be an estimate. If the estimated accruals exceed the actual accruals, the applicable Managing Agent shall reimburse the Seller for such excess. If the actual accruals exceed the estimated accruals, the Seller shall remit such monies to the Administrative Agent for the account of the applicable Purchaser Group.

(b) All amounts payable with respect to the Series 2010-VFN Note hereunder and under the other Series Documents (other than in connection with amounts owing under the Administrative Agent Fee Letter) shall be paid to the respective accounts designated by the Managing Agents in the Fee Letter. Amounts payable to the Administrative Agent under the Administrative Agent Fee Letter shall be paid to the account specified therein.

(c) If (i) any distribution of principal is made with respect to any Funding Tranche other than on a Payment Date during an Early Redemption Period or Amortization Period or the last day of a Fixed Period with respect to such Funding Tranche, (ii) the Seller, or the Servicer acting on behalf of the Seller, shall not have provided the Administrative Agent with the number of days notice specified in the Indenture Supplement for such distribution of principal and (iii) the interest paid by a Purchaser to providers of funds to it to fund that Funding Tranche exceeds returns earned by such Purchaser from the first day through the last day of that Fixed Period factoring in actual returns earned during the Fixed Period and assuming redeployment of such funds in highly rated short-term money market instruments from the date of the principal distribution through the end of the Fixed Period, then, upon written notice (including a detailed calculation of such Breakage Payment) from the Administrative Agent to the Servicer, such Purchaser shall be entitled to receive additional amounts in the amount of such excess (each, a “Breakage Payment”) on the date of such distribution, so long as such written notice is received not later than noon, New York City time, on the first Business Day immediately preceding such distribution.

ARTICLE III

CLOSING

SECTION 3.01. Closing. The closing (the “Closing”) of the transactions described in Section 3.02 hereof shall take place at 10:00 a.m. at the offices of Kirkland & Ellis LLP in Chicago, Illinois on April 16, 2010, or if the conditions to closing set forth in Article IV of this Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein as the “Closing Date”).

SECTION 3.02. Transactions to be Effected at the Closing. At the Closing, upon the satisfaction of the conditions precedent described in Article IV hereof, the Seller will deliver the Series 2010-VFN Note to the Administrative Agent in satisfaction of the Seller’s obligation to the Administrative Agent hereunder.

SECTION 3.03. Termination of the Series 2000-VFC Certificates.

(a) On the Closing Date, the Seller shall pay the following amounts:

(i) a principal amount of $10,000,000, together with accrued and unpaid interest, non-use fees and additional amounts to Bank of America, as managing agent pursuant to the Certificate Purchase Agreement, with respect to the Series 2000-VFC Certificate in an aggregate amount equal to $10,417,954.22; and

(ii) a principal amount of $10,000,000, together with accrued and unpaid interest, non-use fees and additional amounts to BNS, as managing agent pursuant to the Certificate Purchase Agreement, with respect to the Series 2000-VFC Certificate in an aggregate amount equal to $10,418,002.55.

(b) On the Closing Date, the principal payments described in clause (a) above shall reduce the funded amount of the Series 2000-VFC Certificate to $0. The Series 2000-VFC Parties hereby agree that no other amounts are due and owing to the Series 2000-VFC Parties under the Certificate Purchase Agreement and the Series 2000-VFC Supplement.

(c) The Seller hereby requests a reduction in the commitment of each committed purchaser under the Certificate Purchase Agreement and a corresponding reduction in the maximum funded amount to $0 effective as of the Closing Date, and the Series 2000-VFC Parties hereby consent to such reduction.

(d) Upon the payments described in clause (a) above, the Seller, the Servicer, the Series 2000-VFC Parties and the Master Trust Trustee hereby agree that the Certificate Purchase Agreement, the Series 2000-VFC Certificates and the Series 2000-VFC Supplement shall be terminated and the Series 2000-VFC Parties shall have no further claims on the collateral securing the Series 2000-VFC Certificates. Each of the parties hereto hereby waives any notice requirements under the Series Documents, the Series 2000-VFC Supplement and the Certificate Purchase Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Series 2000-VFC Parties, the Seller and the Servicer agree and acknowledge that certain provisions contained in the Certificate Purchase Agreement, as described in Section 11.11 thereof, shall survive the execution, delivery and effectiveness of this Agreement.

ARTICLE IV

CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE

The effectiveness of this Agreement is subject to the satisfaction of the following conditions (any or all of which may be waived by the Agents in their sole discretion):

SECTION 4.01. Performance by the Seller, the Servicer, the Master Trust and the Issuer. All the terms, covenants, agreements and conditions of the Series Documents to be complied with and performed by the Seller, the Servicer, the Master Trust and the Issuer on or before the date hereof shall have been complied with and performed in all material respects.

SECTION 4.02. Representations and Warranties. Each of the representations and warranties of the Seller and the Servicer made in the Series Documents shall be true and correct in all material respects as of the date hereof (except to the extent they expressly relate to an earlier or later time).

SECTION 4.03. Corporate Documents. The Managing Agents shall have received copies of (a) the (i) Certificate of Incorporation, good standing certificate and By-Laws of NFC, (ii) Board of Directors resolutions of NFC with respect to the Series Documents, and (iii) incumbency certificate of NFC, each certified by appropriate corporate authorities and (b) the (i) Certificate of Incorporation, good standing certificate and By-Laws of the Seller, (ii) Board of Directors resolutions of the Seller with respect to the Series Documents, and (iii) incumbency certificate of the Seller, each certified by appropriate corporate authorities.

SECTION 4.04. Opinions of Counsel to NFC and the Seller. Counsel to NFC, the Seller and the Issuer shall have delivered to each Managing Agent opinions, dated as of the Closing Date, reasonably satisfactory in form and substance to the Managing Agents and their counsel, covering such matters as the Managing Agents may reasonably request, and addressed to each Managing Agent.

SECTION 4.05. Opinions of Counsel to the Indenture Trustee and Master Owner Trust Trustee. Counsel to each of the Indenture Trustee and the Master Owner Trust Trustee shall have delivered to each Managing Agent opinions, dated as of the Closing Date, reasonably satisfactory in form and substance to the Managing Agents and their counsel, covering such matters as the Managing Agents reasonably request, and addressed to the each Managing Agent.

SECTION 4.06. Financing Statements. Each Managing Agent shall have received evidence satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the opinion of any such Managing Agent, desirable under the UCC of all appropriate jurisdictions to perfect or evidence the transfers (including grants of security interests) under the Series Documents, including:

(a) Acknowledgment copies of all UCC financing statements and assignments that have been filed in the offices of the Secretary of State of the applicable states and in the appropriate office or offices of such other locations as may be specified in the opinions of counsel delivered pursuant to Section 4.04 hereof; and

(b) Certified copies of requests for information (Form UCC-11) (or a similar search report certified by parties acceptable to the Administrative Agent and its counsel) dated a date reasonably near the date hereof and listing all effective financing statements which name NFC, the Seller, the Master Trust or the Issuer as seller, assignor or debtor and which have been filed since the Closing Date in all jurisdictions in which the filings were or will be made, together with copies of such financing statements.

SECTION 4.07. Ratings. Each Conduit Purchaser’s CP Notes shall be rated at least A-1 by Standard & Poor’s and P-1 by Moody’s.

SECTION 4.08. Documents. Each Managing Agent shall have received copies of each executed counterpart of each of the Series Documents and each and every document or

certification delivered by any party in connection with any of such agreements on the Closing Date in connection with the issuance of the Series 2010-VFN Notes, and each such document shall be in full force and effect.

SECTION 4.09. No Actions or Proceedings. No action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, the transactions contemplated by the Series Documents and the documents related thereto in any material respect.

SECTION 4.10. Approvals and Consents. All Governmental Actions of all Governmental Authorities required with respect to the transactions contemplated by the Series Documents and the other documents related thereto shall have been obtained or made.

SECTION 4.11. Officer’s Certificates. The Managing Agents shall have received Officer’s Certificates from NFC and the Seller in form and substance reasonably satisfactory to the Managing Agents and their counsel, dated as of the date hereof, certifying as to the satisfaction of the conditions set forth in Sections 4.01 and 4.02 hereof with respect to NFC and the Seller, respectively.

SECTION 4.12. Credit Enhancement. Each Managing Agent shall have received evidence that the Series 2010-VFN Spread Account has been funded in an amount equal to the Spread Account Required Amount.

SECTION 4.13. Repayment of Series 2000-VFC Certificate. By no later than 2:00 p.m. New York City time on the Closing Date, each managing agent under that certain Amended and Restated Certificate Purchase Agreement, dated as of December 27, 2004 (the “Certificate Purchase Agreement”), among the Seller, the Servicer and the other parties thereto, as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, shall have been repaid all amounts owing to the Administrative Agent under such agreement pursuant to Section 3.03 hereof and the 2000-VFC Certificate shall be surrendered to the Master Trust Trustee for cancellation.

SECTION 4.14. Other Documents. The Seller shall have furnished to the Administrative Agent and Managing Agents such other information, certificates and documents as the Administrative Agent and the Managing Agents may reasonably request.

SECTION 4.15. Fees. Each fee specified in the Fee Letter as being due on the date Closing Date shall have been paid and each fee specified in the Administrative Agent Fee Letter as being due on the Closing Date shall have been paid.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE SELLER

SECTION 5.01. Representations and Warranties of the Seller. The Seller hereby makes the following representations and warranties to the Purchasers, the Managing Agents and the Administrative Agent, as of the Closing Date and as of each Incremental Funding Date, and the Purchasers, the Managing Agents and the Administrative Agent shall be deemed to have

relied on such representations and warranties in purchasing the Series 2010-VFN Note on the Closing Date, entering into this Agreement and in making (or committing to make) each Incremental Funding on each Incremental Funding Date.

(a) The Seller hereby represents and warrants to the Purchasers and the Administrative Agent that the representations and warranties of the Seller set forth in the Series Documents each are true and correct on the Closing Date or Incremental Funding Date, as applicable.

(b) Each of the Series Documents has been duly authorized, executed and delivered by the Seller, and is the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(c) The Series 2010-VFN Note has been duly and validly authorized, and, when executed and authenticated in accordance with the terms of the Indenture and the Indenture Supplement, and delivered to and paid for in accordance with this Agreement, will be duly and validly issued and outstanding and will be entitled to the benefits of the Indenture and the Indenture Supplement, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(d) There is no pending or, to the Seller’s knowledge, threatened action, suit or proceeding by or against the Seller, the Issuer or the Master Trust before any Governmental Authority or any arbitrator (i) asserting the invalidity of this Agreement, any other Series Document or the Series 2010-VFN Notes, (ii) seeking to prevent the issuance of the Series 2010-VFN Notes or the consummation of any of the transactions contemplated by this Agreement or any other Series Document, (iii) that might materially and adversely affect the performance by the Seller, the Issuer or the Master Trust of its obligations under, or the validity or enforceability of, this Agreement, any other Series Document or the Series 2010-VFN Notes or (iv) that if determined adversely to the Seller, the Issuer or the Master Trust would have a Material Adverse Effect.

(e) The Seller (i) is not in violation of its Certificate of Incorporation or By-Laws and (ii) is not in breach or violation of any of the terms or provisions of, or with the giving of notice or lapse of time, or both, would be in default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement, or other agreement or instrument to which the Seller is a party or by which it may be bound or to which any of its properties or assets may be subject, except for such violations or defaults that would not have a Material Adverse Effect.

(f) Any taxes, fees and other charges of Governmental Authorities applicable to the Seller in connection with the execution, delivery and performance by the Seller of the Series Documents or otherwise applicable to the Seller in connection with the Master Trust or the Issuer

have been paid or will be paid by the Seller at or prior to the Closing Date or Incremental Funding Date, as applicable, to the extent then due, except for any such failures to pay which, individually and in the aggregate, would not have a Material Adverse Effect.

(g) The Master Trust has been duly created and is validly existing under the laws of the State of Illinois. The Issuer has been duly created and is validly existing under the laws of the State of Delaware. The Seller has authorized the Issuer to issue and sell the Series 2010-VFN Note.

(h) On the date hereof and on each Incremental Funding Date, none of the Seller, the Master Trust or the Issuer is insolvent or the subject of any voluntary or involuntary bankruptcy proceeding.

(i) No proceeds of a purchase hereunder will be used by the Seller (i) for a purpose that violates or would be inconsistent with Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction in violation of Section 13 or 14 of the Securities Exchange Act of 1934, as amended.

(j) Assuming the accuracy of the representations and warranties of each of the Purchasers in Article VI of this Agreement, the sale of the Series 2010-VFN Note pursuant to the terms of this Agreement, the Indenture and the Indenture Supplement will not require registration of the Series 2010-VFN Note under the Securities Act.

(k) None of the Seller, the Master Trust or the Issuer is an “investment company” or is controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(l) No written information furnished or to be furnished by the Seller or any of its Affiliates, agents or representatives to the Purchasers, the Managing Agents or the Administrative Agent for purposes of or in connection with this Agreement, including, without limitation, any reports delivered pursuant to Section 7.06 and any information relating to the Dealer Notes and NFC’s dealer financing business, is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading, in each case as of the date such information was or shall be stated or certified and as of the date such information was delivered by the Seller or any of its Affiliates, agents or representatives to the Purchasers, the Managing Agents or the Administrative Agent.

SECTION 5.02. Representations and Warranties of NFC. NFC hereby makes the following representations and warranties to the Purchasers, the Managing Agents and the Administrative Agent, as of the Closing Date and as of each Incremental Funding Date, and the Purchasers and the Administrative Agent shall be deemed to have relied on such representations and warranties in purchasing the Series 2010-VFN Note, in entering into this Agreement on the Closing Date and in making (or committing to make) each Incremental Funding on each Incremental Funding Date.

(a) NFC hereby represents and warrants to the Purchasers and the Administrative Agent that the representations and warranties of NFC set forth in Section 3.03 of the Pooling and Servicing Agreement and Section 3.02 of the Purchase Agreement each are true and correct on the Closing Date or Incremental Funding Date, as applicable.

(b) No Governmental Action which has not been obtained is required by or with respect to NFC in connection with any of the Series Documents, except any such failure which would not have a Material Adverse Effect.

(c) Each of the Series Documents has been duly authorized, executed and delivered by NFC, and is the valid and legally binding obligation of NFC, enforceable against NFC in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(d) The Series 2010-VFN Note has been duly and validly authorized, and, when executed and authenticated in accordance with the terms of the Indenture and the Indenture Supplement, and delivered to and paid for in accordance with this Agreement, will be duly and validly issued and outstanding and will be entitled to the benefits of the Indenture and the Indenture Supplement, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(e) There is no pending or, to NFC’s knowledge, threatened action, suit or proceeding by or against NFC, the Seller, the Master Trust or the Issuer before any Governmental Authority or any arbitrator (i) asserting the invalidity of this Agreement, any other Series Document or the Series 2010-VFN Notes, (ii) seeking to prevent the issuance of the Series 2010-VFN Notes or the consummation of any of the transactions contemplated by this Agreement or any other Series Document, (iii) that might materially and adversely affect the performance by NFC, the Seller, the Master Trust or the Issuer of its obligations under, or the validity or enforceability of, this Agreement, any other Series Document or (iv) that if determined adversely to NFC, the Seller, the Master Trust or the Issuer would have a Material Adverse Effect.

(f) NFC (i) is not in violation of its Certificate of Incorporation or By-Laws and (ii) is not in breach or violation of any of the terms or provisions of, or with the giving of notice or lapse of time, or both, would be in default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement, or other agreement or instrument to which NFC is a party or by which it may be bound or to which any of its properties or assets may be subject, except for such violations or defaults that would not have a Material Adverse Effect.

(g) Any taxes, fees and other charges of Governmental Authorities applicable to NFC in connection with the execution, delivery and performance by NFC of the Series Documents or otherwise applicable to NFC in connection with the Master Trust or the Issuer have been paid or will be paid by NFC at or prior to the Closing Date, the date hereof or each Incremental Funding Date, as applicable, to the extent then due, except for any such failures to pay which, individually and in the aggregate, would not have a Material Adverse Effect.

(h) The Master Trust has been duly created and is validly existing under the laws of the State of Illinois. The Issuer has been duly created and is validly existing under the laws of the State of Delaware.

(i) On the Closing Date and on each Incremental Funding Date, NFC is not insolvent or the subject of any insolvency proceeding.

(j) None of NFC, the Master Trust or the Issuer is an “investment company” or is controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(k) No written information furnished or to be furnished by NFC or its Affiliates, agents or representatives to the Purchasers, the Managing Agents or the Administrative Agent for purposes of or in connection with this Agreement, including, without limitation, any reports delivered pursuant to Section 7.06 and any information relating to the Dealer Notes and NFC’s dealer financing business, is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading, in each case as of the date such information was or shall be stated or certified, and such information heretofore furnished remains true and correct in all material respects as of the date such information was delivered by NFC or any of its Affiliates, agents or representatives to the Purchasers, the Managing Agents or the Administrative Agent.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

WITH RESPECT TO THE PURCHASERS AND THE AGENTS

Each of the Purchasers and the Agents hereby makes the following representations and warranties, solely to the extent they relate to such Purchaser or Agent, as applicable, to the Seller and NFC on which the Seller and NFC shall rely in entering into this Agreement.

SECTION 6.01. Organization. Each of the Purchasers has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power and authority to own its properties and to transact the business in which it is now engaged and each Conduit Purchaser is duly qualified to do business and is in good standing (or is exempt from such requirements) in each State of the United States where the nature of its business requires it to be so qualified and the failure to be so qualified and in good standing would have a material adverse effect on the interests of the Seller.

SECTION 6.02. Authority, etc. Each of the Purchasers has all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Purchaser of this Agreement and the consummation by each Purchaser of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of such Purchaser. This Agreement has been duly and validly executed and delivered by each Purchaser and constitutes a legal, valid and binding obligation of such Purchaser, enforceable

against such Purchaser in accordance with its terms, subject as to enforcement to bankruptcy, reorganization, insolvency, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. With respect to each Purchaser, none of the execution and delivery by such Purchaser of this Agreement, the consummation by such Purchaser of any of the transactions contemplated hereby or the fulfillment by such Purchaser of the terms hereof will conflict with, or violate, result in a breach of or constitute a default under any term or provision of the organizational documents of such Purchaser or any Governmental Rule applicable to such Purchaser.

SECTION 6.03. Securities Act. The Series 2010-VFN Note purchased by each Managing Agent on behalf of the Purchasers in its respective Purchaser Group pursuant to this Agreement will be acquired for investment only and not with a view to any public distribution thereof, and no Purchaser will offer to sell or otherwise dispose of its interest in the Series 2010-VFN Note so acquired by it (or any interest therein) in violation of any of the registration requirements of the Securities Act or any applicable state or other securities laws. No Purchaser or Agent has the right to require the Seller to register under the Securities Act or any other securities law any Series 2010-VFN Note to be acquired by the Administrative Agent on behalf of the Purchasers pursuant to this Agreement.

Each of the Purchasers and the Agents has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Series 2010-VFN Note and is able to bear the economic risk of such investment. Each of the Purchasers and the Agents has reviewed the Series Documents (including the schedule and exhibits thereto) and has had the opportunity to perform due diligence with respect thereto and to ask questions of and receive answers from the Seller and its representatives concerning the Seller, the Master Trust, the Issuer and the Series 2010-VFN Note. Each of the Purchasers and the Agents is an “accredited investor” as defined in Rule 501, promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act.

ARTICLE VII

COVENANTS OF THE SELLER AND NFC

SECTION 7.01. Ratings. To the extent that any rating provided with respect to any CP Notes by any rating agency is conditional upon the furnishing of documents or the taking of any other action by the Seller or NFC in connection with the transactions contemplated by this Agreement, the Seller or NFC, as applicable, shall use all commercially reasonable efforts to furnish such documents and take any such other action.

SECTION 7.02. Access to Seller Information. So long as any Series 2010-VFN Note remains outstanding, the Seller will, at any time from time to time during regular business hours with reasonable notice to the Seller, permit the Purchasers, the Managing Agents or the Administrative Agent, or their agents or representatives to:

(a) examine all books, records and documents (including computer tapes and disks) in the possession or under the control of the Seller relating to the Dealer Notes, and

(b) visit the offices and property of the Seller for the purpose of examining such materials described in clause (a) above.

Except as provided in Section 11.05, any information obtained by the Purchasers, the Managing Agents or the Administrative Agent pursuant to this Section 7.02 shall be held in confidence by each of the Purchasers, the Managing Agents and the Administrative Agent unless and to the extent such information (i) has become available to the public, (ii) is required or requested by any Governmental Authority or in any court proceeding or (iii) is required by any Governmental Rule. In the case of any disclosure permitted by clause (ii) or (iii), each of the Purchasers, the Managing Agents and the Administrative Agent shall use commercially reasonable efforts to (x) provide the Seller with advance notice of any such disclosure and (y) cooperate with the Seller in limiting the extent or effect of any such disclosure.

SECTION 7.03. Security Interests; Further Assurances. The Seller will take all action reasonably necessary to maintain (i) the Master Trust Trustee’s first priority perfected ownership or security interest in the Dealer Notes and the collateral granted pursuant to Sections 2.01 and 2.02 of the Pooling and Servicing Agreement and (ii) the Indenture Trustee’s first priority perfected ownership or security interest in the Collateral. The Seller agrees to take any and all acts and to execute any and all further instruments necessary or reasonably requested by a Purchaser, a Managing Agent or the Administrative Agent to more fully effect the purposes of this Agreement.

SECTION 7.04. Seller Covenants. The Seller will duly observe and perform each of its covenants set forth in the other Series Documents in all material respects.

SECTION 7.05. Amendments. Without the prior written consent of the Managing Agents, neither the Seller nor NFC will make, or permit any Person to make, any amendment, modification or change to, or provide any waiver under (i) the Indenture Supplement or (ii) unless the Seller and/or NFC, as applicable, has delivered to the Purchasers and Agents such amendment, modification or waiver and an Officer’s Certificate certifying that such amendment, modification or waiver would not have an adverse effect on the Purchasers, Agents or Series 2010-VFN Notes, the Collateral Supplement, the Pooling and Servicing Agreement or the Indenture.

SECTION 7.06. Information from NFC. So long as the Series 2010-VFN Note remains outstanding, NFC will furnish to the Administrative Agent (who will promptly forward copies thereof to each Managing Agent):

(a) a copy of each certificate, opinion, report, statement, notice or other communication (other than investment instructions) furnished by or on behalf of NFC or the Seller to the Master Trust Trustee, the Indenture Trustee or the Rating Agencies under any Series Document, concurrently therewith, and promptly after receipt thereof, a copy of each notice, demand or other communication received by or on behalf of NFC or the Seller under any Series Document;

(b) such other information (including financial information), documents, records or reports respecting the Master Trust, the Issuer, the Dealer Notes, the Seller or, to the extent it

relates to the origination of Dealer Notes or the servicing of the Master Trust, the Issuer or NFC, as the Administrative Agent, on its own behalf or on behalf of a Purchaser, or a Managing Agent may from time to time reasonably request;

(c) as soon as available and in any event within (i) 45 days after the end of each of the first three fiscal quarters of any fiscal year and (ii) 120 days after the end of the last fiscal quarter of any fiscal year, copies of the interim or annual, as applicable, financial statements of NFC, prepared in conformity with generally accepted accounting principles consistently applied, provided, however, that such reporting shall not be required so long as the Servicer’s parent is a “reporting company” under Section 13 of the Exchange Act and has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act;

(d) as soon as possible and in any event within two Business Days after knowledge thereof by a Responsible Officer of NFC, notice of each Early Redemption Event or event which with the giving of notice or the passage of time or both would constitute an Early Redemption Event; and

(e) concurrently with the delivery of the annual financial statements under Section 7.06(c)(ii) above, a certificate of KPMG LLP or other independent public accountants of recognized national standing stating that in making the examination necessary therefor no knowledge was obtained of any potential Early Redemption Event or Early Redemption Event pursuant to clause (x) of the definition thereof in the Indenture Supplement, except as specified in such certificate.

SECTION 7.07. Access to NFC Information. So long as any Series 2010-VFN Note remains outstanding, NFC will, at any time from time to time during regular business hours with reasonable notice to NFC, permit the Purchasers, each Managing Agent and the Administrative Agent, or their agents or representatives to:

(a) examine all books, records and documents (including computer tapes and disks) in the possession or under the control of NFC relating to the Dealer Notes, and

(b) visit the offices and property of NFC for the purpose of examining such materials described in clause (a) above.

Except as provided in Section 11.05, any information obtained by a Purchaser or an Agent pursuant to this Section 7.07 shall be held in confidence by such Purchaser or Agent, unless and to the extent such information (i) has become available to the public, (ii) is required or requested by any Governmental Authority or in any court proceeding or (iii) is required by any Governmental Rule. In the case of any disclosure permitted by clause (ii) or (iii), the Purchasers, the Managing Agents and the Administrative Agent shall use commercially reasonable efforts to (x) provide NFC with advance notice of any such disclosure and (y) cooperate with NFC in limiting the extent or effect of any such disclosure.

SECTION 7.08. NFC Covenants. NFC will duly observe and perform each of its covenants set forth in the other Series Documents in all material respects.

SECTION 7.09. Annual Independent Public Accountants’ Servicing Report. In connection with the preparation and delivery of the reports by nationally recognized independent public accountants pursuant to Section 3.06 of the Pooling and Servicing Agreement, NFC shall cause such accountants to (a) perform such additional procedures in connection therewith as may be requested by a Managing Agent and (b) on or about April 15 of each calendar year (but not less than 60 days after a request), furnish a written report (in form and substance satisfactory to each of the Managing Agents and the Purchasers in its sole and absolute discretion) demonstrating the results of such additional procedures.

ARTICLE VIII

ADDITIONAL COVENANTS

SECTION 8.01. Legal Conditions to Effectiveness of this Agreement. The parties hereto will take all reasonable action necessary to obtain (and will cooperate with one another in obtaining) any consent, authorization, permit, license, franchise, order or approval of, or any exemption by, any Governmental Authority or any other Person required to be obtained or made by it in connection with any of the transactions contemplated by this Agreement.

SECTION 8.02. Expenses. Whether or not the Closing Date shall occur, except as otherwise expressly provided herein or in the Fee Letter, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall (as between the Seller, the Administrative Agent, the Managing Agents and the Purchasers) be paid by the Seller.

SECTION 8.03. Mutual Obligations. On and after the Closing Date, each party hereto will do, execute and perform all such other acts, deeds and documents as any other party may from time to time reasonably require in order to carry out the intent of this Agreement.

SECTION 8.04. Restrictions on Transfer. Each Purchaser and Agent agrees that it will comply with the restrictions on transfer of the Series 2010-VFN Note set forth in the Indenture and the Indenture Supplement and that it will resell the Series 2010-VFN Note only in compliance with such restrictions; provided, however, that the Seller acknowledges that in the event of the purchase of the Series 2010-VFN Note by any Purchaser or RIC, no such purchaser will be required to execute and deliver the Investment Letter.

ARTICLE IX

INDEMNIFICATION

SECTION 9.01. Indemnification. (a) The Seller hereby agrees to indemnify and hold harmless each Indemnified Party against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and accounting fees) (collectively, “Seller Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with this Agreement, including any breach of any representation, warranty or covenant of the Seller in this Agreement or in any certificate or other written material delivered pursuant hereto.

(b) NFC hereby agrees to indemnify and hold harmless each Indemnified Party against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and accounting fees) (collectively, “NFC Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of NFC in this Agreement or in any certificate or other written material delivered pursuant hereto.

(c) Notwithstanding Sections 9.01(a) and (b), in no event shall any Indemnified Party be indemnified for Seller Losses or NFC Losses to the extent (i) resulting from the performance of the Dealer Notes, market fluctuations or other similar market or investment risks associated with ownership of the Series 2010-VFN Note, (ii) such amounts which would otherwise be covered in Sections 9.04 and 9.05 hereof, (iii) arising from such Indemnified Party’s gross negligence or willful misconduct, (iv) arising from a breach of any representation or warranty set forth in the Pooling and Servicing Agreement, a remedy for the breach of which is provided in Section 2.06 of the Pooling and Servicing Agreement or (v) arising from a breach of any representation or warranty set forth in the Purchase Agreement, a remedy for the breach of which is provided in Section 4.06(d) of the Purchase Agreement.

SECTION 9.02. Procedure. In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of, or involving a claim made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify NFC or the Seller, as applicable (the “Applicable Indemnifying Party”) in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the Applicable Indemnifying Party shall have previously obtained actual knowledge thereof. Thereafter, the Indemnified Party shall deliver to the Applicable Indemnifying Party, within a reasonable time after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

SECTION 9.03. Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that, in connection with such assumption, (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Applicable Indemnifying Party first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it

may deem appropriate, including settling such claim or litigation after giving notice to the Applicable Indemnifying Party of such terms and the Applicable Indemnifying Party will promptly reimburse the Indemnified Party upon written request.

SECTION 9.04. Indemnity for Taxes, Reserves and Expenses. (a) If after the date hereof, the adoption of any applicable law, rule, standard or regulation by any Official Body or any amendment or change in the interpretation of any existing or future applicable law, rule, standard or regulation by any Official Body charged with the administration, interpretation or application thereof (including, but not limited to, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board) or the compliance with any directive of any Official Body (whether or not having the force of Governmental Rule):

(i) shall subject any Indemnified Party to any tax, duty, deduction or other charge with respect to the Dealer Notes, the Series 2010-VFN Note, any Series Document or payments of amounts due thereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect thereof (except for changes in the rate of general corporate, franchise, net income or other income tax (including by means of withholding) imposed on such Indemnified Party by the United States of America, the jurisdiction in which such Indemnified Party’s principal executive office is located or any other jurisdiction in which the Indemnified Party would be subject to such tax even if the transactions contemplated by this Agreement had not occurred); or

(ii) shall impose, modify or deem applicable any reserve, capital, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting the Dealer Notes, the Series 2010-VFN Note, any Series Document or payments of amounts due thereunder (including with respect to Eurocurrency liability reserves); or

(iii) imposes upon any Indemnified Party any other cost or expense (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing if such a contest is requested by the Applicable Indemnifying Party) with respect to the Dealer Notes, the Series 2010-VFN Note, any Series Document or payments of amounts due hereunder or thereunder;

and the result of any of the foregoing is to increase the cost or reduce the payments to such Indemnified Party with respect to the Dealer Notes, the Series 2010-VFN Note, any Series Document or payments of amounts due thereunder or the obligations thereunder or the funding of any purchases (including Incremental Fundings) with respect thereto by any Purchaser, by an amount deemed by such Indemnified Party to be material, then such amount or amounts as will compensate such Indemnified Party for such increased cost or reduced payments shall be payable to such Indemnified Party in accordance with Section 9.05(c).

(b) If any Indemnified Party shall have determined that, after the date hereof, the adoption of any applicable law, rule, standard or regulation by any Official Body regarding or

related to capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding or related to capital adequacy (whether or not having the force of a Governmental Rule) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction shall be payable to such Indemnified Party in accordance with Section 9.05(c). For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.04(b).

(c) Any Indemnified Party who makes a demand for payment of increased costs or capital pursuant to Section 9.04(a) or (b) shall promptly deliver to the Seller a certificate setting forth in reasonable detail the computation of such increased costs or capital and specifying the basis therefor. In the absence of manifest error, such certificate shall be conclusive and binding for all purposes. Each Indemnified Party shall use reasonable efforts to mitigate the effect upon of any such increased costs or capital requirements; provided, it shall not be obligated to take any action that it determines would be disadvantageous to it or inconsistent with its policies.

SECTION 9.05. Costs, Expenses, Taxes, Breakage Payments and Increased Costs under this Agreement and Program Facility. (a) Each of the Seller and NFC agrees to pay to the Administrative Agent, each Purchaser and each Managing Agent (i) all reasonable costs and expenses in connection with the preparation, execution and delivery of this Agreement, the other documents to be delivered hereunder or in connection herewith and any requested amendments, waivers or consents or examination or visit by the Purchasers, the Managing Agents or the Administrative Agent pursuant to Section 7.02 or 7.07 hereof including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchasers, the Managing Agents and the Administrative Agent, with respect thereto and with respect to advising the Purchasers, the Managing Agents and the Administrative Agent as to its respective rights and remedies under this Agreement and the other documents delivered hereunder or in connection herewith and (ii) all costs and expenses, if any, in connection with the enforcement of this Agreement and the other documents delivered hereunder or in connection herewith.

(b) Each of NFC and the Seller agrees to pay any and all stamp and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement, the Series 2010-VFN Note or the other documents and agreements to be delivered hereunder, and agrees to hold each Purchaser, each Managing Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

(c) The Seller shall be obligated to pay the amount of any Breakage Payments, other Additional Amounts and Non-Use Fee payable on each Payment Date to the extent not paid when required pursuant to Article III of the Indenture Supplement; provided, that the Seller shall be required to make such payments solely to the extent of any cash flows payable to the Seller on such date from the Master Trust. If and to the extent that any Additional Amounts (other than

Breakage Payments) or Non-Use Fee shall remain outstanding after payment by the Seller pursuant to the preceding sentence on any Payment Date, NFC shall be required to make such payments within 10 days after demand therefor by the Administrative Agent or the applicable payee.

(d) If a Conduit Purchaser becomes obligated to compensate any financial institution under its commercial paper program as a result of any events or circumstances similar to those described in Sections 9.04 or 9.05(c), such Conduit Purchaser shall promptly deliver to the Seller a certificate setting forth in reasonable detail the computation of such amounts. In the absence of manifest error, such certificate shall be conclusive and binding for all purposes. The Seller shall be obligated to pay to such Conduit Purchaser, promptly after receipt of such certificate, such additional amounts as may be necessary to reimburse such Conduit Purchaser for any amounts so paid by such Conduit Purchaser. With respect to amounts to be paid pursuant to this Section 9.05(d) as a result of any events or circumstances similar to those described in Section 9.04 or 9.05(c) hereof, the applicable Conduit Purchaser shall request the party to be compensated to use its reasonable efforts to mitigate the effect upon the Seller of any such increased costs or capital requirements; provided, such party shall not be obligated to take any action that it determines would be disadvantageous to it or inconsistent with its policies.

ARTICLE X

THE AGENTS

SECTION 10.01. Authorization and Action. Each Purchaser hereby accepts the appointment of and authorizes each Agent to take such action as agent on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof, together with such powers as are reasonably incidental thereto. Such Agent reserves the right, in its sole discretion, to take any actions and exercise any rights or remedies under this Agreement and any related agreements and documents. Except for actions which an Agent is expressly required to take pursuant to this Agreement or an Asset Purchase Agreement, such Agent shall not be required to take any action which exposes such Agent to personal liability or which is contrary to applicable law unless such Agent shall receive further assurances to its satisfaction from the Purchasers of the indemnification obligations under Section 10.04 hereof against any and all liability and expense which may be incurred in taking or continuing to take such action. Each Agent agrees to give to the Purchasers prompt notice of each notice and determination given to it by the Seller, the Servicer, the Master Trust Trustee or the Indenture Trustee pursuant to the terms of any Series Document. Subject to Section 10.06 hereof, the appointment and authority of each Agent hereunder shall terminate upon the Series 2010-VFN Termination Date.

SECTION 10.02. Agent’s Reliance, Etc. No Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as an Agent under or in connection with this Agreement or any related agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, each Agent: (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Purchasers or Agents and shall not be responsible to the Purchasers or

Agents for any statements, warranties or representations made by the Seller, NFC, the Master Trust, the Master Trust Trustee, the Issuer or the Indenture Trustee (in any capacity) in connection with any Series Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Series Document on the part of the Seller, NFC, the Master Trust, the Master Trust Trustee, the Issuer or the Indenture Trustee (in any capacity) or to inspect the property (including the books and records) of the Seller, NFC, the Master Trust, the Master Trust Trustee, the Issuer or the Indenture Trustee (in any capacity); (iv) shall not be responsible to any Purchaser or Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

SECTION 10.03. Agents and Affiliates. Each Agent and its respective Affiliates may generally engage in any kind of business with the Seller, NFC or any Dealer, any of their respective Affiliates and any Person who may do business with or own securities of the Seller, NFC or any Dealer or any of their respective Affiliates, all as if such entity was not an Agent and without any duty to account therefor to the Purchasers.

SECTION 10.04. Indemnification. Each Purchaser (other than the Conduit Purchasers) severally agrees to indemnify the Administrative Agent and its related Managing Agent (to the extent not reimbursed by the Seller, NFC or the Issuer), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Agents in any way relating to or arising out of this Agreement or any action taken or omitted by such Agents under this Agreement; provided, that (i) no Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting or arising from such Agent’s gross negligence or willful misconduct and (ii) no Purchaser shall be liable for any amount in respect of any compromise or settlement of any of the foregoing unless such compromise or settlement is approved by the majority of the Committed Purchasers based on their respective Commitments. Without limitation of the generality of the foregoing, each Purchaser (other than a Conduit Purchaser), agrees to reimburse the Administrative Agent and its related Managing Agent, promptly upon demand, for any reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by such Agents in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, provided, that no Purchaser shall be responsible for the costs and expenses of such Agents in defending itself against any claim alleging the gross negligence or willful misconduct of such Agents to the extent such gross negligence or willful misconduct is determined by a court of competent jurisdiction in a final and non-appealable decision.

SECTION 10.05. Purchase Decision. Each Purchaser acknowledges that it has, independently and without reliance upon any Agent, and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and to purchase an interest in the Series 2010-VFN Note. Each Purchaser also

acknowledges that it will, independently and without reliance upon any Agent or any of its Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement or any related agreement, instrument or other document.

SECTION 10.06. Successor Administrative Agent. The Administrative Agent may resign at any time by giving sixty days’ written notice thereof to the Purchasers, the Managing Agents, the Seller, the Servicer and the Indenture Trustee. Upon any such resignation, the Purchasers shall have the right to appoint a successor Administrative Agent approved by the Seller (which approval will not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed and shall have accepted such appointment, within sixty days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Purchasers, appoint a successor Administrative Agent. If such successor Administrative Agent is not an Affiliate of the resigning Administrative Agent, such successor Administrative Agent shall be subject to the Seller’s prior written approval (which approval will not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Amendments. No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by all of the parties hereto, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 11.02. Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and mailed, faxed or delivered, as to each party hereto, at its address set forth in Schedule I hereto or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall, when mailed, faxed or delivered, be effective when deposited in the mail, confirmed by telephone, or delivered, respectively.

SECTION 11.03. No Waiver; Remedies. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 11.04. Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the Seller, NFC, the Administrative Agent, the Managing Agents and the Purchasers party this Agreement and their respective successors and assigns (including any subsequent holders of the Series 2010-VFN Note); provided, however, that the Seller shall not have the right to assign its rights hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of each Managing Agent. The Administrative Agent and each Purchaser and Managing Agent agrees that it shall not transfer the Series 2010-VFN Note or, except as provided in subsection (c) of this Section 11.04, any interest therein without the Seller’s consent, unless such transfer (x) is to a Purchaser, (y) is to a RIC or (z) occurs after the commencement of the Early Redemption Period.

Without limiting the foregoing, a Conduit Purchaser or its Managing Agent (on its behalf) may, from time to time, with prior or concurrent notice to the Seller and the Servicer, in one transaction or a series of transactions, assign all or a portion of a Series 2010-VFN Note and its rights and obligations under this Agreement to a RIC or a Committed Purchaser within its Purchaser Group. Upon and to the extent of such assignment to a RIC or Committed Purchaser, (i) the RIC or Committed Purchaser shall be the owner of the assigned portion of the Series 2010-VFN Note, (ii) in the case of a transfer to a RIC, such Managing Agent (or an Affiliate thereof) will act as Managing Agent for the RIC and the Administrative Agent shall act as Administrative Agent for the RIC, in each case, with all corresponding rights and powers, express or implied, granted herein to such Managing Agent or the Administrative Agent, as applicable, (iii) the RIC or Committed Purchaser, as applicable, and their Program Support Providers and other related parties shall have the benefit of all the rights and protections provided to the assigning Conduit Purchaser and its Program Support Providers and other related parties, respectively, herein and in the other Series Documents (including, without limitation, any limitation on recourse against the assigning Conduit Purchaser or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against the assigning Conduit Purchaser, and the right to assign to another RIC or Committed Purchaser as provided in this paragraph), (iv) the RIC or Committed Purchaser, as applicable, shall assume all obligations, if any, of the assigning Conduit Purchaser under and in connection with this Agreement, and the assigning Conduit Purchaser shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the assigning Conduit Purchaser (if any) and the RIC or Committed Purchaser shall be several and not joint, (v) all distributions in respect of principal or interest shall be made to the assigning Conduit Purchaser and the RIC or Committed Purchaser, as applicable, on a pro rata basis according to their respective interests (or in the case of interest, the accrued amounts thereof), (vi) in the case of an assignment to a RIC, the Funding Rate used to calculate interest with respect to the portions of the Series 2010-VFN Note owned on behalf of the RIC and funded with commercial paper notes issued by the RIC from time to time shall be determined in the manner set forth in the definition of “CP Rate” on the basis of the discount or interest rates applicable to commercial paper issued by the RIC (rather than the assigning Conduit Purchaser), (vii) the defined terms and other terms and provisions of this Agreement and the other Series Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Administrative Agent, the parties will execute and deliver such further agreements and documents and take such other actions as the Administrative Agent may reasonably request to evidence and give effect to the foregoing. At all times prior to a Conduit Purchaser’s Conduit Purchaser Termination Date, nothing herein shall prevent such Conduit Purchaser from making a subsequent Incremental Funding hereunder, in its sole discretion, following any assignment pursuant to this Section 11.04 or from making more than one assignment pursuant to this Section 11.04.

(b) Without the consent of the Seller, each Committed Purchaser party to this Agreement may assign all or a portion of its rights and obligations under this Agreement to any financial or other institution acceptable to the Administrative Agent. The parties to each such assignment shall execute and deliver an Assignment and Acceptance to the Administrative Agent, and the Administrative Agent shall promptly notify the Seller of such assignment. From and after the effective date of such Assignment and Acceptance, the assigning Committed Purchaser shall be relieved of its obligations hereunder to the extent so assigned.

(c) Any Purchaser may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more Persons (each, a “Participant”) participating interests in all or a portion of its rights and obligations under this Agreement. Notwithstanding any such sale by a Purchaser of participating interests to a Participant, such Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the Seller, each Managing Agent and the Administrative Agent shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Agreement. The Seller also agrees that each Participant shall be entitled to the benefits of Article IX hereof; provided, however, that all amounts payable by the Seller to any such Participant shall be limited to the amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold.

(d) This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Series 2010-VFN Note shall have been paid in full.

SECTION 11.05. Provision of Documents and Information. The Seller acknowledges and agrees that each of the Purchasers and the Agents is permitted to provide to the Liquidity Purchasers, permitted assignees and participants, the placement agents for their respective commercial paper notes, the rating agencies with respect to such commercial paper notes and other liquidity and credit providers under their respective commercial paper programs, opinions, certificates, documents and other information relating to the Seller, NFC, the Master Trust, the Issuer, the Dealer Notes and the Series 2010-VFN Note delivered to the such Purchaser or Agent pursuant to this Agreement.

SECTION 11.06. GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

SECTION 11.07. No Proceedings; Limitation on Payments. (a) The Seller agrees that so long as any CP Notes of a Conduit Purchaser shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any CP Notes of such Conduit Purchaser shall have been outstanding, it shall not file, or join in the filing of, a petition against a Conduit Purchaser, the Master Trust or the Issuer under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against a Conduit Purchaser, the Master Trust or the Issuer.

(b) Each Purchaser severally agrees that it shall not at any time file, or join in the filing of, a petition against the Seller, the Master Trust Trustee (solely in its capacity as acting as such for the Master Trust), the Indenture Trustee (solely in its capacity as acting as such for the Issuer), the Issuer or the Master Trust under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against the Seller, the Master Trust Trustee (solely in its capacity as acting as such for the Master Trust), the Indenture Trustee (solely in its capacity as acting as such for the Issuer), the Issuer or the Master Trust.

(c) Notwithstanding any provisions contained in this Agreement to the contrary, no Conduit Purchaser shall, or shall be obligated to, pay any amount, if any, payable by it pursuant to this Agreement or the transactions contemplated hereby unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s CP Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue CP Notes to refinance all of its outstanding CP Notes (assuming such outstanding CP Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all CP Notes of such Conduit Purchaser are paid in full. Any amount which such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Federal Bankruptcy Code) against or corporate obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above.

SECTION 11.08. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

SECTION 11.09. No Recourse. The obligations of any Purchaser under this Agreement, or any other agreement, instrument, document or certificate executed and delivered by or issued by such Purchaser or any officer thereof are solely the corporate obligations of such Purchaser. No recourse shall be had for payment of any fee or other obligation or claim arising out of or relating to this Agreement or any other agreement, instrument, document or certificate executed and delivered or issued by such Purchaser or any officer thereof in connection therewith, against any stockholder, partner, member, manager employee, officer, director or incorporator of such Purchaser.

SECTION 11.10. Corporate Obligations. The obligations of each of the Seller and NFC under this Agreement are solely the corporate obligations of such Person. No recourse shall be had for the payment of any fee or other obligation or claim arising out of or relating to this Agreement or any other agreement, instrument, document or certificate executed and delivered or issued by the Seller or NFC or any officer thereof in connection therewith, against any stockholder, employee, officer or director of the Seller or NFC.

SECTION 11.11. Survival. All representations, warranties, covenants, guaranties and indemnifications contained in this Agreement, including, without limitation, Article IX and Sections 11.07, 11.09 and 11.10, and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or repayment of the Series 2010-VFN Note.

SECTION 11.12. Tax Characterization. Each party to this Agreement (a) acknowledges and agrees that it is the intent of the parties to this Agreement that, for federal, state and local income and franchise tax purposes, the Series 2010-VFN Note will be treated as evidence of indebtedness secured by the Collateral Certificate and proceeds thereof and neither the Master Trust nor the Issuer will be characterized as an association (or publicly traded partnership) taxable as a corporation, (b) agrees to treat the Series 2010-VFN Note for federal, state and local income and franchise tax purposes as indebtedness and (c) agrees that the provisions of this Agreement and all other related Series Documents shall be construed to further these intentions of the parties.

SECTION 11.13. Rating Agency Notices. Each of the Seller and the Servicer hereby agrees to provide written notice to each of the rating agencies then rating any outstanding series issued by the Issuer at least 5 days prior to the proposed effectiveness of (i) any extension of the Purchase Expiration Date and (ii) any proposed action specified in Section 2.04, Section 7.05, Section 10.06 or Section 11.01 of this Agreement. Each such notice shall include a copy or description of any such proposed action.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.


NAVISTAR FINANCIAL SECURITIES CORPORATION, as Seller

By:		/s/ William V. McMenamin
Name:		William V. McMenamin
Title:		V.P., CFO & Treasurer

NAVISTAR FINANCIAL CORPORATION, as Servicer

By:		/s/ William V. McMenamin
Name:		William V. McMenamin
Title:		V.P., CFO & Treasurer


S-1		Note Purchase Agreement


LIBERTY STREET FUNDING LLC, as a Conduit Purchaser for the Liberty Street Purchaser Group

By:		/s/ Jill A. Russo
Name:		Jill A. Russo
Title:		Vice President


S-2		Note Purchase Agreement


KITTY HAWK FUNDING CORPORATION, as a Conduit Purchaser for the KHFC Purchaser Group

By:		/s/ Philip A. Martone
Name:		Philip A. Martone
Title:		Vice President


S-3		Note Purchase Agreement


BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent

By:		/s/ J. Matthew Zimmerman
Name:		J. Matthew Zimmerman
Title:		Vice President


S-4		Note Purchase Agreement


THE BANK OF NOVA SCOTIA, as a Committed Purchaser and Managing Agent for the Liberty Street Purchaser Group

By:		/s/ Darren Ward
Name:		Darren Ward
Title:		Director

Commitment: $250,000,000


S-5		Note Purchase Agreement


BANK OF AMERICA, NATIONAL ASSOCIATION, as a Committed Purchaser and Managing Agent for the KHFC Purchaser Group

By:		/s/ J. Matthew Zimmerman
Name:		J. Matthew Zimmerman
Title:		Vice President

Commitment: $250,000,000


S-6		Note Purchase Agreement


AGREED AND ACKNOWLEDGED WITH RESPECT TO SECTIONS 3.02 AND 3.03:

THE BANK OF NEW YORK MELLON, as Indenture Trustee and not in its individual capacity

By:		/s/ Michael Burack
Name:		Michael Burack
Title:		Senior Associate

THE BANK OF NEW YORK MELLON, as Master Trust Trustee

By:		/s/ Michael Burack
Name:		Michael Burack
Title:		Senior Associate


S-7		Note Purchase Agreement

EXHIBIT A

Form of Notice of

Incremental Funding

[Letterhead of Navistar Financial Corporation]


A.	Proposed Incremental Funding Date:

B.	Amount of requested Incremental Funding with respect to Series 2010-VFN Note (must be more than $5,000,000 (unless for any lesser remaining Maximum Funded Amount) but not greater than remaining Maximum Funded Amount)	$

C.	Purchase Price (50% of the Incremental Funded Amount to the Series 2010-VFN Note) for the KHFC Purchaser Group	$

D.	Purchase Price (50% of the Incremental Funded Amount to the Series 2010-VFN Note) for the Liberty Street Purchaser Group	$

E.	Remaining Maximum Funded Amount (after giving effect to the requested Incremental Funding)	$

F.	Certifications:

(a)

The representations and warranties of Navistar Financial Securities Corporation (“Seller”) in the Note Purchase Agreement dated as of April 16, 2010 (the “Note Purchase Agreement”), among the Seller, Navistar Financial Corporation, the Conduit Purchasers, the Managing Agents, the Administrative Agent and the Committed Purchasers named therein, are true and correct on the date hereof.

(b)

The conditions to the Incremental Funding specified in Section 2.03(b) of the Note Purchase Agreement have been satisfied and/or will be satisfied as of the applicable Incremental Funding Date.


NAVISTAR FINANCIAL CORPORATION

By
		Authorized Officer

Date of Notice:

Exhibit A-1

EXHIBIT B

[Form of Investment Letter]

, 20[ ]

Navistar Financial Securities Corporation

425 N. Martingale Road

Schaumburg, Illinois 60173

Attention: Vice President & Treasurer

cc: General Counsel

Re: Purchase of Series 2010-VFN Note

Ladies and Gentlemen:

This letter (the “Investment Letter”) is delivered by [(the “Purchaser”)] [(the “Agent”)] pursuant to Section 6.03 of the Note Purchase Agreement (the “Note Purchase Agreement”) dated as of April 16, 2010, among Navistar Financial Securities Corporation (the “Seller”), Navistar Financial Corporation, the Conduit Purchasers, Managing Agents, Administrative Agent and Committed Purchasers named therein. Capitalized terms used herein without definition shall have the meanings set forth in the Note Purchase Agreement. The [Purchaser] [Agent] represents to the Seller as follows:

(i) the [Purchaser] [Agent] is authorized to enter into the Note Purchase Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby;

(ii) the [Purchaser] [Agent] has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Series 2010-VFN Note and the [Purchaser] [Agent] is able to bear the economic risk of such investment;

(iii) the [Purchaser] [Agent] has reviewed the Series Documents (including the schedule and exhibits thereto) and has had the opportunity to perform due diligence with respect thereto and to ask questions of and receive answers from the Seller and its representatives concerning the Seller, the Master Trust, the Issuer and the Series 2010-VFN Note;

(iv) the Administrative Agent is an agent on behalf of the [Purchaser] [Agent] and the [Purchaser] [Agent] is not acquiring the Series 2010-VFN Note as an agent or otherwise for any other person. The [Purchaser] [Agent] is a [ ];

(v) the [Purchaser] [Agent] is an “accredited investor” as defined in Rule 501, promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended. The [Purchaser] [Agent] understands that the offering and sale of the Series 2010-VFN Note have not been and will not be registered under the Securities Act of 1933, as amended, and have not and will not be

Exhibit B-1

registered or qualified under any applicable “blue sky” law, and that the offering and sale of the Series 2010-VFN Note have not been reviewed by, passed on or submitted to any federal or state agency or commission, securities exchange or other regulatory body;

(vi) the [Purchaser] [Agent] is acquiring the Series 2010-VFN Note without a view to any distribution, resale or other transfer thereof, except as contemplated by the following sentence. The [Purchaser] [Agent] will not resell or otherwise transfer the Series 2010-VFN Note or any portion thereof, except (a) so long as such Series 2010-VFN Notes are eligible for resale pursuant to Rule 144A, to a person whom the seller reasonably believes is a Qualified Institutional Buyer acquiring the Series 2010-VFN Notes for its own account or as a fiduciary or agent for others (which others must also be Qualified Institutional Buyers) to whom notice is given that the resale or other transfer is being made in reliance on Rule 144A, (b) pursuant to an effective registration statement under the Securities Act (however, there is no undertaking to register the Series 2010-VFN Notes under any United States federal or state securities laws or any securities laws of any other jurisdiction on any future date), or (c) pursuant to an exemption from registration under the Securities Act other than Rule 144A, and, in each case, in accordance with applicable United States federal or state securities laws or any securities laws of any other applicable jurisdiction. The purchaser and any transferee acknowledge that no representation is made by the Issuer as to the availability of any exemption under the Securities Act or any applicable state securities laws for resale of the Series 2010-VFN Notes.

(vii) unless the relevant legend set out below has been removed from the relevant Series 2010-VFN Notes, the [Purchaser] [Agent] shall notify each transferee of the Series 2010-VFN Notes that (a) such Series 2010-VFN Notes have not been registered under the Securities Act, (b) the holder of such Series 2010-VFN Notes is subject to the restrictions on the resale or other transfer thereof described in paragraph (i) above, (c) such transferee shall be deemed to have represented (1) either (A) such transferee is a Qualified Institutional Buyer acquiring the Series 2010-VFN Notes for its own account or as a fiduciary for others (which are Qualified Institutional Buyers) or (B) that such transferee is acquiring such Series 2010-VFN Notes in reliance on an exemption under the Securities Act other than Rule 144A, and (2) that such transferee shall notify its subsequent transferees as to the foregoing;

(viii) in connection with the purchase of the Series 2010-VFN Notes (a) none of the Issuer, the Servicer, NFC, the Seller or the Indenture Trustee is acting as a fiduciary or financial or investment adviser for the purchaser or any transferee; (b) the [Purchaser] [Agent] is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer, the Servicer, NFC, the Seller or the Indenture Trustee other than any representations expressly set forth in a written agreement with such party; (c) none of the Issuer, the Servicer, NFC, the Seller or the Indenture Trustee has given to the [Purchaser] [Agent] (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (including legal, regulatory, tax, financial, accounting, or otherwise) of its purchase or the documentation for the Series

Exhibit B-2

2010-VFN Notes; (d) the [Purchaser] [Agent] has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent it has deemed necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Issuer, the Servicer, NFC, the Seller or the Indenture Trustee; (e) the [Purchaser] [Agent] has determined that the rates, prices or amounts and other terms of the purchase and sale of the Series 2010-VFN Notes reflect those in the relevant market for similar transactions; (f) the [Purchaser] [Agent] is purchasing the Series 2010-VFN Notes with a full understanding of all of the terms, conditions and risks thereof (economic and otherwise), and is capable of assuming and willing to assume (financially and otherwise) these risks; and (g) the [Purchaser] [Agent] is a sophisticated investor familiar with transactions similar to its investment in the Series 2010-VFN Notes;

(ix) the [Purchaser] [Agent] understands that each Series 2010-VFN Note will bear a legend to substantially the following effect:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) (1) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL BUYER”) WHO IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND IN INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF, FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE AND THE INDENTURE SUPPLEMENT, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OTHER THAN RULE 144A IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND IN INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE AND THE INDENTURE SUPPLEMENT, OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (HOWEVER, THERE IS NO UNDERTAKING TO REGISTER THE NOTES UNDER ANY UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION ON ANY FUTURE DATE), AND (B) IN ACCORDANCE WITH THE SECURITIES ACT AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER

Exhibit B-3

APPLICABLE JURISDICTION. EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE AND THE INDENTURE SUPPLEMENT. 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” DESCRIBED IN SECTION 4975(e)(1) OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS 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 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.

(x) the [Purchaser] [Agent] will provide notice to each person to whom it proposes to transfer any interest in the Series 2010-VFN Notes of the transfer restrictions and representations set forth in the Indenture and the Indenture Supplement, including the exhibits thereto;

(xi) the [Purchaser] [Agent] acknowledges that the Series 2010-VFN Notes do not represent deposits with or other liabilities of the Indenture Trustee, the Servicer, NFC, the Seller or any entity related to any of them. Unless otherwise expressly provided in the Indenture or this Indenture Supplement, each of the Indenture Trustee, the Servicer, NFC, the Seller or any entity related to any of them shall not, in any way, be responsible for or stand behind the capital value or the performance of the Series 2010-VFN Notes or the assets held by the Master Trust or the Issuer;

(xii) the [Purchaser] [Agent] acknowledges that the Indenture Trustee, the Issuer, the Servicer, NFC, the Seller and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that, if any of the acknowledgments, representations or warranties deemed to have been made by it by virtue of its purchase of a Series 2010-VFN Note (or a beneficial interest therein) is no longer accurate, then it shall promptly so notify NFC and the Seller in writing;

Exhibit B-4

(xiii) this Investment Letter has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligations of the [Purchaser] [Agent], enforceable against the [Purchaser] [Agent] in accordance with its terms, except as such enforceability may be limited by receivership, conservatorship, bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity; and

(xiv) the [Purchaser] [Agent] represents and warrants that the [Purchaser] [Agent] either (x) is not an employee benefit plan (as defined in Section 3(3) of ERISA) subject to the provisions of Title I of ERISA, a plan as covered by Section 4975 of the Code, an entity whose underlying assets include “plan assets” by reason of an employee benefit plan’s or plan’s investment in such entity or any other plan that is subject to any law that is substantially similar to ERISA or Section 4975 of the Code, or (y) its acquisition, holding and disposition of the Series 2010-VFN Note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any substantially similar law.


Very truly yours,

_____________________________________________,
as [Purchaser] [Managing Agent]

By:
Name:
Title:

Exhibit B-5

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

Reference is made to the Note Purchase Agreement, dated as of April 16, 2010 (the “Agreement”), among Navistar Financial Securities Corporation (the “Seller”), Navistar Financial Corporation, the Conduit Purchasers, Managing Agents, Administrative Agent and Committed Purchasers named therein. Terms defined in the Agreement are used herein as defined therein.

(“Assignor”) and (“Assignee”) hereby agree as follows:

1. The Assignor hereby sells and assigns to the Assignee without recourse and without representation or warranty (other than as expressly provided herein), and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor’s rights and obligations under the Agreement as of the date hereof which represents the amount of the Commitment specified in the signature page hereto (the “Assigned Commitment”).

2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any party to the Agreement or the performance or observance by any party to the Agreement or of any of their respective obligations under the Agreement or any Series Document or any other instrument or document furnished pursuant thereto.

3. The Assignee (i) confirms that it has received a copy of the Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement; (ii) agrees that it will independently and without reliance upon any Funding Agent, the Assignor or any other Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement; (iii) confirms that it is an eligible Assignee under Section 11.04 of the Agreement; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Committed Purchaser.

4. Following the execution of this Assignment and Assumption Agreement by the Assignor and the Assignee, an executed original hereof (together with all attachments) will be delivered to the Administrative Agent. The effective date of this Assignment and Assumption Agreement shall be the date of execution hereof by the Assignor and the Assignee.

5. Upon delivery of a fully executed original hereof to the Administrative Agent, as of such date, (i) the Assignee shall be a party to the Agreement and, to the extent provided in this

Exhibit C-1

Assignment and Assumption Agreement, have the rights and obligations of a Committed Purchaser thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Assumption Agreement and except as provided in Section 11.04 of the Agreement, relinquish its rights and be released from its obligations under the Agreement (other than obligations arising prior to such assignment).

6. It is agreed that the Assignee shall be entitled to interest on the Assigned Commitment which accrues on and after the date hereof at rates agreed upon between Assignee and Assignor and notified to Administrative Agent, such interest to be paid by the Administrative Agent directly to the Assignee. It is further agreed that all payments of principal made on the Assigned Commitment which occur on and after the date hereof will be paid directly by the Administrative Agent to the Assignee. Upon the execution of the Agreement, the Assignee shall pay to the Assignor an amount specified by the Assignor in writing which represents the Assigned Commitment of the principal amount of the Series 2010-VFN Note made by the Assignor pursuant to the Agreement outstanding on the date hereof. The Assignor and the Assignee shall make all appropriate adjustments in payment under the Agreement for periods prior to the date hereof directly between themselves on the date hereof.

7. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Exhibit C-2

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed as of the day and year first above written.


[ASSIGNOR]

By
Name
Title


Commitment:				[ASSIGNEE]
$


By
Name
Title

Exhibit C-3

SCHEDULE I

Addresses for Notices

If to:



Seller:		Navistar Financial Securities Corporation 425 N. Martingale Road Schaumburg, Illinois 60173 Attention: Vice President & Treasurer cc: General Counsel Facsimile: (630) 753-4410

Servicer:		Navistar Financial Corporation 425 N. Martingale Road Schaumburg, Illinois 60173 Attention: Vice President & Treasurer cc: General Counsel Facsimile: (630) 753-4410

Conduit Purchaser:		Kitty Hawk Funding Corporation c/o Lord Securities Corporation 48 Wall Street, 27th Floor New York, New York 10005 Telephone: (212) 346-9000 Facsimile: (212) 346-9012

With a copy to:		Bank of America, National Association 214 North Tryon Street, 21st Floor NC1-027-21-01 Charlotte, North Carolina 28255 Attention: ABCP Conduit Group Telephone: (980) 386-7922 Facsimile: (704) 388-9169

Administrative Agent:		Bank of America, National Association 214 North Tryon Street, 21st Floor NC1-027-21-01 Charlotte, North Carolina 28255 Attention: ABCP Conduit Group Telephone: (980) 386-7922 Facsimile: (704) 388-9169

Schedule I-1


Conduit Purchaser:		Liberty Street Funding LLC c/o Global Securitization Services, LLC 114 West 47th Street, Suite 1715 New York, New York 10036 Attention: Andrew L. Stidd Telephone: (212) 302-5151 Telecopy: (212) 302-8767

		and, with respect to tax related matters:

		Liberty Street Funding LLC c/o Global Securitization Services, LLC 68 South Service Road Suite 120 Melville, New York 11747

With a copy to:		The Bank of Nova Scotia One Liberty Plaza New York, New York 10006 Attention: Telephone: (212) Telecopy: (212)

Managing Agent and
Committed Purchaser:		The Bank of Nova Scotia One Liberty Plaza New York, New York 10006 Attention: Telephone: (212) Telecopy: (212)

Schedule I-2