Common use of Agreement by Transferor Clause in Contracts

Agreement by Transferor. Notwithstanding anything to the contrary in the Agreement, to induce the parties to enter into this Waiver, until the expiration of the waiver provided in Section 1(a), Transferor agrees to deliver to the Agent: (a) As soon as available after the end of each of the fiscal years of Transferor ended October 31, 2005, October 31, 2006 and October 31, 2007, a copy of the annual report for such year for the Parent and its Subsidiaries, including therein (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal year and (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for such fiscal year, in each case prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s past practice (unless otherwise required to conform with the results of the audit or changes in GAAP), on the basis of management’s good faith calculations and fairly presenting in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date and the consolidated results of operations of the Parent and its Subsidiaries for the period ended on such date; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Parent shall also provide a reconciliation. (b) As soon as available after the end of the fiscal quarters ended January 31, 2006, April 30, 2006, July 31, 2006, January 31, 2007, April 30, 2007 and July 31, 2007 (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such quarter, (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter, and (iii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s past practice (unless otherwise required to conform with the results of the audit or changes in GAAP), on the basis of management’s good faith calculations and fairly presenting in all material respects, subject to year end audit adjustments and the absence of footnotes, the consolidated financial condition of the Parent and its Subsidiaries as at such dates and the consolidated results of operations of the Parent and its Subsidiaries for the periods ended on such dates, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding fiscal year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and the absence of footnotes) by a financial officer of the Parent consistent with the Parent’s past practices; provided that, in the event a reconciliation from past practices to generally accepted accounting principles in the preparation of such financial statements is available, the Parent shall also provide such reconciliation. (c) As soon as available, and in any event within 60 days after the end of each fiscal quarter (other than the last fiscal quarter of a fiscal year) or 90 days after the end of the last fiscal quarter of a fiscal year of Navistar ended on or after October 31, 2007, management financial reports of Navistar setting forth (i) a preliminary consolidated balance sheet and consolidated statements of income in a management format, (ii) serviced portfolio information (iii) funding availability under its contractual arrangements with Truck Retail Installment Paper Corp. and under the Transferor Credit Agreement and (iv) calculations demonstrating compliance with Section 8.01 of the Transferor Credit Agreement, in each case prepared in a manner materially consistent with the Transferor’s past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and, to the extent relevant, on the basis of management’s good faith efforts, in such form and detail reasonably satisfactory to the Agent; provided, however, that such reporting shall not be required so long as the Transferor has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act. The parties hereto acknowledge that such management financial reports are not final and are subject to change in connection with either the preparation, for the corresponding fiscal quarter, of a report on Form 10-Q or 10-K, as a result of or arising out of any restatement, in connection with the audit conducted for the fiscal year ended October 31, 2005, October 31, 2006 or October 31, 2007, as the case may be. (d) As soon as available, and in any event within 30 days after the end of each month, monthly management financial reports of the Parent in respect of the sales and income by segment and cash balances, Indebtedness, capital expenditures and depreciation and amortization of the Parent and its consolidated Subsidiaries prepared in a manner consistent with the Parent’s past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and on the basis of management’s good faith calculations, in such form and detail reasonably satisfactory to the Agent; provided, however, that such reporting shall not be required so long as the Parent has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act.

Agreement by Transferor. Notwithstanding anything to the contrary in the Agreement, to induce the parties to enter into this Waiver, until the expiration of the waiver provided in Section 1(a), Transferor agrees to deliver to the AgentTransferee: (a) As soon as available after the end of each of the fiscal years of Transferor ended October 31, 2005, October 31, 2006 2005 and October 31, 20072006, a copy of the annual report for such year for the Parent and its Subsidiaries, including therein (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal year and (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for such fiscal year, in each case prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s 's past practice (unless otherwise required to conform with the results of the audit or changes in GAAP)practice, on the basis of management’s 's good faith calculations and fairly presenting in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date and the consolidated results of operations of the Parent and its Subsidiaries for the period ended on such date; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Parent shall also provide a reconciliationreconciliation of its financial statements to GAAP. (b) As soon as available after the end of the fiscal quarters ended January 31, 2006, April 30, 2006, July 31, 2006, January 31, 2007, April 30, 2007 and July 31, 2007 (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such quarter, (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter, and (iii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s 's past practice (unless otherwise required to conform with the results of the audit or changes in GAAP)practice, on the basis of management’s 's good faith calculations and fairly presenting in all material respects, subject to year end audit adjustments and the absence of footnotes, the consolidated financial condition of the Parent and its Subsidiaries as at such dates and the consolidated results of operations of the Parent and its Subsidiaries for the periods ended on such dates, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding fiscal year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and the absence of footnotes) by a financial officer Financial Officer of the Parent consistent as having been prepared in accordance with the Parent’s past practicesGAAP; provided that, in the event a reconciliation from past practices to of any change in generally accepted accounting principles used in the preparation of such financial statements is availablestatements, the Parent shall also provide a reconciliation of such reconciliationfinancial statements to GAAP. (c) As soon as available, and in any event within 60 days after the end of each fiscal quarter (other than the last fiscal quarter of a fiscal year) or 90 days after the end of the last fiscal quarter of a fiscal year of Navistar Navistar, ended on or after October 31, 20072006, management financial reports of Navistar setting forth (i) a preliminary consolidated balance sheet and consolidated statements of income in a management formatformat , (ii) serviced portfolio information (iii) funding availability under its contractual arrangements with Truck Retail Installment Paper Corp. and under the Transferor Credit Agreement and (iv) calculations demonstrating compliance with Section 8.01 of the Transferor Credit Agreement, in each case prepared in a manner materially consistent with the Transferor’s 's past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and, to the extent relevant, on the basis of management’s 's good faith efforts, in such form and detail reasonably satisfactory to the Agent; provided, however, that such reporting shall not be required so long as the Transferor has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act. The parties hereto acknowledge that such management financial reports are not final and are subject to change in connection with either the preparation, for the corresponding fiscal quarter, of a report on Form 10-Q or 10-K, as a result of or arising out of any restatement, in connection with the audit conducted for the fiscal year ended October 31, 2005, October 31, 2006 2005 or October 31, 20072006, as the case may be. (d) As soon as available, and in any event within 30 days after the end of each month, commencing with the month of October 2006, monthly management financial reports of the Parent in respect of the sales and income by segment and cash balances, Indebtedness, capital expenditures and depreciation and amortization of the Parent and its consolidated Subsidiaries prepared in a manner consistent with the Parent’s 's past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and on the basis of management’s 's good faith calculations, in such form and detail reasonably satisfactory to the Agent; provided, ,however, that such reporting shall not be required so long as the Parent has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act.

Agreement by Transferor. Notwithstanding anything to the contrary in the Agreement, to induce the parties to enter into this Waiver, until the expiration of the waiver provided in Section 1(a), Transferor agrees to deliver to the Agent: (a) As soon as available after the end of each of the fiscal years of Transferor ended October 31, 2005, October 31, 2006 2005 and October 31, 20072006, a copy of the annual report for such year for the Parent and its Subsidiaries, including therein (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal year and (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for such fiscal year, in each case prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s 's past practice (unless otherwise required to conform with the results of the audit or changes in GAAP)practice, on the basis of management’s 's good faith calculations and fairly presenting in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date and the consolidated results of operations of the Parent and its Subsidiaries for the period ended on such date; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Parent shall also provide a reconciliationreconciliation of its financial statements to GAAP. (b) As soon as available after the end of the fiscal quarters ended January 31, 2006, April 30, 2006, July 31, 2006, January 31, 2007, April 30, 2007 and July 31, 2007 (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such quarter, (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter, and (iii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s 's past practice (unless otherwise required to conform with the results of the audit or changes in GAAP)practice, on the basis of management’s 's good faith calculations and fairly presenting in all material respects, subject to year end audit adjustments and the absence of footnotes, the consolidated financial condition of the Parent and its Subsidiaries as at such dates and the consolidated results of operations of the Parent and its Subsidiaries for the periods ended on such dates, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding fiscal year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and the absence of footnotes) by a financial officer of the Parent consistent as having been prepared in accordance with the Parent’s past practicesGAAP; provided that, in the event a reconciliation from past practices to of any change in generally accepted accounting principles used in the preparation of such financial statements is availablestatements, the Parent shall also provide a reconciliation of such reconciliationfinancial statements to GAAP. (c) As soon as available, and in any event within 60 days after the end of each fiscal quarter (other than the last fiscal quarter of a fiscal year) or 90 days after the end of the last fiscal quarter of a fiscal year of Navistar Navistar, ended on or after October 31, 20072006, management financial reports of Navistar setting forth (i) a preliminary consolidated balance sheet and consolidated statements of income in a management format, (ii) serviced portfolio information (iii) funding availability under its contractual arrangements with Truck Retail Installment Paper Corp. and under the Transferor Credit Agreement and (iv) calculations demonstrating compliance with Section 8.01 of the Transferor Credit Agreement, in each case prepared in a manner materially consistent with the Transferor’s 's past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and, to the extent relevant, on the basis of management’s 's good faith efforts, in such form and detail reasonably satisfactory to the Agent; provided, however, that such reporting shall not be required so long as the Transferor has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act. The parties hereto acknowledge that such management financial reports are not final and are subject to change in connection with either the preparation, for the corresponding fiscal quarter, of a report on Form 10-Q or 10-K, as a result of or arising out of any restatement, in connection with the audit conducted for the fiscal year ended October 31, 2005, October 31, 2006 2005 or October 31, 20072006, as the case may be. (d) As soon as available, and in any event within 30 days after the end of each month, commencing with the month of October 2006, monthly management financial reports of the Parent in respect of the sales and income by segment and cash balances, Indebtedness, capital expenditures and depreciation and amortization of the Parent and its consolidated Subsidiaries prepared in a manner consistent with the Parent’s 's past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and on the basis of management’s 's good faith calculations, in such form and detail reasonably satisfactory to the Agent; provided, ,however, that such reporting shall not be required so long as the Parent has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act.

Agreement by Transferor. Notwithstanding anything to the contrary in the Agreement, to induce the parties to enter into this Waiver, until the expiration of the waiver provided in Section 1(a), Transferor agrees to deliver to the AgentTransferee: (a) As soon as available after the end of each of the fiscal years of Transferor ended October 31, 2005, October 31, 2006 2005 and October 31, 20072006, a copy of the annual report for such year for the Parent and its Subsidiaries, including therein (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal year and (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for such fiscal year, in each case prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s 's past practice (unless otherwise required to conform with the results of the audit or changes in GAAP), on the basis of management’s 's good faith calculations and fairly presenting in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date and the consolidated results of operations of the Parent and its Subsidiaries for the period ended on such date; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Parent shall also provide a reconciliation. (b) As soon as available after the end of the fiscal quarters ended January 31, 2006, April 30, 2006, July 31, 2006, January 31, 2007, April 30, 2007 and July 31, 2007 (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such quarter, (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter, and (iii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s 's past practice (unless otherwise required to conform with the results of the audit or changes in GAAP), on the basis of management’s 's good faith calculations and fairly presenting in all material respects, subject to year end audit adjustments and the absence of footnotes, the consolidated financial condition of the Parent and its Subsidiaries as at such dates and the consolidated results of operations of the Parent and its Subsidiaries for the periods ended on such dates, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding fiscal year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and the absence of footnotes) by a financial officer Financial Officer of the Parent consistent with the Parent’s 's past practices; provided that, in the event a reconciliation from past practices to generally accepted accounting principles in the preparation of such financial statements is available, the Parent shall also provide such reconciliation. (c) As soon as available, and in any event within 60 days after the end of each fiscal quarter (other than the last fiscal quarter of a fiscal year) or 90 days after the end of the last fiscal quarter of a fiscal year of Navistar Navistar, ended on or after October 31, 2007, management financial reports of Navistar setting forth (i) a preliminary consolidated balance sheet and consolidated statements of income in a management formatformat , (ii) serviced portfolio information (iii) funding availability under its contractual arrangements with Truck Retail Installment Paper Corp. and under the Transferor Credit Agreement and (iv) calculations demonstrating compliance with Section 8.01 of the Transferor Credit Agreement, in each case prepared in a manner materially consistent with the Transferor’s 's past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and, to the extent relevant, on the basis of management’s 's good faith efforts, in such form and detail reasonably satisfactory to the Agent; provided, however, that such reporting shall not be required so long as the Transferor has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act. The parties hereto acknowledge that such management financial reports are not final and are subject to change in connection with either the preparation, for the corresponding fiscal quarter, of a report on Form 10I0-Q or 10-K, as a result of or arising out of any restatement, in connection with the audit conducted for the fiscal year ended October 31, 2005, October 31, 2006 2005 or October 31, 20072006, as the case may be. (d) As soon as available, and in any event within 30 days after the end of each month, commencing with the month of October 2007, monthly management financial reports of the Parent in respect of the sales and income by segment and cash balances, Indebtedness, capital expenditures and depreciation and amortization of the Parent and its consolidated Subsidiaries prepared in a manner consistent with the Parent’s 's past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and on the basis of management’s 's good faith calculations, in such form and detail reasonably satisfactory to the Agent; provided, ,however, that such reporting shall not be required so long as the Parent has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act.

Agreement by Transferor. Notwithstanding anything to the contrary in the Agreement, to induce the parties to enter into this Waiver, until the expiration of the waiver provided in Section 1(a), Transferor agrees to deliver to the AgentTransferee: (a) As soon as available after the end of each of the fiscal years year of Transferor ended October 31, 2005, October 31, 2006 and October 31, 2007, 2005 a copy of the annual report for such year for the Parent and its Subsidiaries, including therein (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal year and (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for such fiscal year, in each case prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s 's past practice (unless otherwise required to conform with the results of the audit or changes in GAAP)practice, on the basis of management’s 's good faith calculations and fairly presenting in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date and the consolidated results of operations of the Parent and its Subsidiaries for the period ended on such date; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Parent shall also provide a reconciliationreconciliation of its financial statements to GAAP. (b) As soon as available after the end annual report in respect of the fiscal quarters year of the Parent ended October 31, 2005 is delivered, and thereafter within 45 days after the end of each fiscal quarter ended January 31, 2006, April 30, 2006, 2006 and July 31, 2006, January 31, 2007, April 30, 2007 and July 31, 2007 (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such quarter, (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter, and (iii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s 's past practice (unless otherwise required to conform with the results of the audit or changes in GAAP)practice, on the basis of management’s 's good faith calculations and fairly presenting in all material respects, subject to year end audit adjustments and the absence of footnotes, the consolidated financial condition of the Parent and its Subsidiaries as at such dates and the consolidated results of operations of the Parent and its Subsidiaries for the periods ended on such dates, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding fiscal year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and the absence of footnotes) by a financial officer Financial Officer of the Parent consistent as having been prepared in accordance with the Parent’s past practicesGAAP; provided that, in the event a reconciliation from past practices to of any change in generally accepted accounting principles used in the preparation of such financial statements is availablestatements, the Parent shall also provide a reconciliation of such reconciliationfinancial statements to GAAP. (c) As soon as available, and in any event within 60 days after the end of each fiscal quarter (other than of the last Transferor, except the fiscal quarter of a fiscal year) or 90 days after the end of the last fiscal quarter of a fiscal year of Navistar ended on or after October January 31, 20072006 for which the requirement is 90 days, management financial reports of Navistar the US Borrower setting forth (i) a preliminary consolidated balance sheet and consolidated statements of income in a management formatformat , (ii) serviced portfolio information (iii) funding availability under its contractual arrangements with Truck Retail Installment Paper Corp. and under the Transferor Credit Agreement and (iv) calculations demonstrating compliance with Section 8.01 of the Transferor Credit Agreement, in each case prepared in a manner materially consistent with the Transferor’s 's past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and, to the extent relevant, on the basis of management’s 's good faith efforts, in such form and detail reasonably satisfactory to the Agent; provided, however, that such reporting shall not be required so long as the Transferor has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act. The parties hereto acknowledge that such management financial reports are not final and are subject to change in connection with either the preparation, for the corresponding fiscal quarter, of a report on Form 10-Q or 10-K, as a result of or arising out of any restatement, in connection with the audit conducted for the fiscal year ended October 31, 2005, October 31, 2006 or October 31, 2007, as the case may be. (d) As soon as available, and in any event within 30 days after the end of each month, commencing with the month of March 2006, monthly management financial reports of the Parent in respect of the sales and income by segment and cash balances, Indebtedness, capital expenditures and depreciation and amortization of the Parent and its consolidated Subsidiaries prepared in a manner consistent with the Parent’s 's past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and on the basis of management’s 's good faith calculations, in such form and detail reasonably satisfactory to the Agent; provided, ,however, that such reporting shall not be required so long as the Parent has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act.

Agreement by Transferor. Notwithstanding anything to the contrary in the Agreement, to induce the parties to enter into this Waiver, until the expiration of the waiver provided in Section 1(a), Transferor agrees to deliver to the Agent: (a) As soon as available after the end of each of the fiscal years year of Transferor ended October 31, 2005, October 31, 2006 and October 31, 2007, 2005 a copy of the annual report for such year for the Parent and its Subsidiaries, including therein (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal year and (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for such fiscal year, in each case prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s 's past practice (unless otherwise required to conform with the results of the audit or changes in GAAP)practice, on the basis of management’s 's good faith calculations and fairly presenting in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date and the consolidated results of operations of the Parent and its Subsidiaries for the period ended on such date; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Parent shall also provide a reconciliationreconciliation of its financial statements to GAAP. (b) As soon as available after the end annual report in respect of the fiscal quarters year of the Parent ended October 31, 2005 is delivered, and thereafter within 45 days after the end of each fiscal quarter ended January 31, 2006, April 30, 2006, 2006 and July 31, 2006, January 31, 2007, April 30, 2007 and July 31, 2007 (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such quarter, (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter, and (iii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s 's past practice (unless otherwise required to conform with the results of the audit or changes in GAAP)practice, on the basis of management’s 's good faith calculations and fairly presenting in all material respects, subject to year end audit adjustments and the absence of footnotes, the consolidated financial condition of the Parent and its Subsidiaries as at such dates and the consolidated results of operations of the Parent and its Subsidiaries for the periods ended on such dates, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding fiscal year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and the absence of footnotes) by a financial officer of the Parent consistent as having been prepared in accordance with the Parent’s past practicesGAAP; provided that, in the event a reconciliation from past practices to of any change in generally accepted accounting principles used in the preparation of such financial statements is availablestatements, the Parent shall also provide a reconciliation of such reconciliationfinancial statements to GAAP. (c) As soon as available, and in any event within 60 days after the end of each fiscal quarter (other than of the last Transferor, except the fiscal quarter of a fiscal year) or 90 days after the end of the last fiscal quarter of a fiscal year of Navistar ended on or after October January 31, 20072006 for which the requirement is 90 days, management financial reports of Navistar the US Borrower setting forth (i) a preliminary consolidated balance sheet and consolidated statements of income in a management formatformat , (ii) serviced portfolio information (iii) funding availability under its contractual arrangements with Truck Retail Installment Paper Corp. and under the Transferor Credit Agreement and (iv) calculations demonstrating compliance with Section 8.01 of the Transferor Credit Agreement, in each case prepared in a manner materially consistent with the Transferor’s 's past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and, to the extent relevant, on the basis of management’s 's good faith efforts, in such form and detail reasonably satisfactory to the Agent; provided, however, that such reporting shall not be required so long as the Transferor has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act. The parties hereto acknowledge that such management financial reports are not final and are subject to change in connection with either the preparation, for the corresponding fiscal quarter, of a report on Form 10-Q or 10-K, as a result of or arising out of any restatement, in connection with the audit conducted for the fiscal year ended October 31, 2005, October 31, 2006 or October 31, 2007, as the case may be. (d) As soon as available, and in any event within 30 days after the end of each month, commencing with the month of March 2006, monthly management financial reports of the Parent in respect of the sales and income by segment and cash balances, Indebtedness, capital expenditures and depreciation and amortization of the Parent and its consolidated Subsidiaries prepared in a manner consistent with the Parent’s 's past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and on the basis of management’s 's good faith calculations, in such form and detail reasonably satisfactory to the Agent; provided, ,however, that such reporting shall not be required so long as the Parent has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act.

Agreement by Transferor. Notwithstanding anything to the contrary in the Agreement, to induce the parties to enter into this Waiver, until the expiration of the waiver provided in Section 1(a), Transferor agrees to deliver to the AgentTransferee: (a) As soon as available after the end of each of the fiscal years of Transferor ended October 31, 2005, October 31, 2006 and October 31, 2007, a copy of the annual report for such year for the Parent and its Subsidiaries, including therein (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal year and (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for such fiscal year, in each case prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s 's past practice (unless otherwise required to conform with the results of the audit or changes in GAAP), on the basis of management’s 's good faith calculations and fairly presenting in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date and the consolidated results of operations of the Parent and its Subsidiaries for the period ended on such date; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Parent shall also provide a reconciliation. (b) As soon as available after the end of the fiscal quarters ended January 31, 2006, April 30, 2006, July 31, 2006, January 31, 2007, April 30, 2007 and July 31, 2007 (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such quarter, (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter, and (iii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s 's past practice (unless otherwise required to conform with the results of the audit or changes in GAAP), on the basis of management’s 's good faith calculations and fairly presenting in all material respects, subject to year end audit adjustments and the absence of footnotes, the consolidated financial condition of the Parent and its Subsidiaries as at such dates and the consolidated results of operations of the Parent and its Subsidiaries for the periods ended on such dates, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding fiscal year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and the absence of footnotes) by a financial officer Financial Officer of the Parent consistent with the Parent’s 's past practices; provided that, in the event a reconciliation from past practices to generally accepted accounting principles in the preparation of such financial statements is available, the Parent shall also provide such reconciliation. (c) As soon as available, and in any event within 60 days after the end of each fiscal quarter (other than the last fiscal quarter of a fiscal year) or 90 days after the end of the last fiscal quarter of a fiscal year of Navistar ended on or after October 31, 2007, management financial reports of Navistar setting forth (i) a preliminary consolidated balance sheet and consolidated statements of income in a management formatformat , (ii) serviced portfolio information (iii) funding availability under its contractual arrangements with Truck Retail Installment Paper Corp. and under the Transferor Credit Agreement and (iv) calculations demonstrating compliance with Section 8.01 of the Transferor Credit Agreement, in each case prepared in a manner materially consistent with the Transferor’s 's past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and, to the extent relevant, on the basis of management’s 's good faith efforts, in such form and detail reasonably satisfactory to the Agent; provided, however, that such reporting shall not be required so long as the Transferor has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act. The parties hereto acknowledge that such management financial reports are not final and are subject to change in connection with either the preparation, for the corresponding fiscal quarter, of a report on Form 10-Q or 10-K, as a result of or arising out of any restatement, in connection with the audit conducted for the fiscal year ended October 31, 2005, October 31, 2006 or October 31, 2007, as the case may be. (d) As soon as available, and in any event within 30 days after the end of each month, monthly management financial reports of the Parent in respect of the sales and income by segment and cash balances, Indebtedness, capital expenditures and depreciation and amortization of the Parent and its consolidated Subsidiaries prepared in a manner consistent with the Parent’s 's past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and on the basis of management’s 's good faith calculations, in such form and detail reasonably satisfactory to the Agent; provided, ,however, that such reporting shall not be required so long as the Parent has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act.

Agreement by Transferor. Notwithstanding anything to the contrary in the Agreement, to induce the parties to enter into this Waiver, until the expiration of the waiver provided in Section 1(a), Transferor agrees to deliver to the Agent: (a) As soon as available after the end of each of the fiscal years of Transferor ended October 31, 2005, October 31, 2006 2005 and October 31, 20072006, a copy of the annual report for such year for the Parent and its Subsidiaries, including therein (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal year and (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for such fiscal year, in each case prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s 's past practice (unless otherwise required to conform with the results of the audit or changes in GAAP), on the basis of management’s 's good faith calculations and fairly presenting in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date and the consolidated results of operations of the Parent and its Subsidiaries for the period ended on such date; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Parent shall also provide a reconciliation. (b) As soon as available after the end of the fiscal quarters ended January 31, 2006, April 30, 2006, July 31, 2006, January 31, 2007, April 30, 2007 and July 31, 2007 (i) a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such quarter, (ii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter, and (iii) a consolidated statement of income and a consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Parent’s 's past practice (unless otherwise required to conform with the results of the audit or changes in GAAP), on the basis of management’s 's good faith calculations and fairly presenting in all material respects, subject to year end audit adjustments and the absence of footnotes, the consolidated financial condition of the Parent and its Subsidiaries as at such dates and the consolidated results of operations of the Parent and its Subsidiaries for the periods ended on such dates, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding fiscal year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and the absence of footnotes) by a financial officer of the Parent consistent with the Parent’s 's past practices; provided that, in the event a reconciliation from past practices to generally accepted accounting principles in the preparation of such financial statements is available, the Parent shall also provide such reconciliation. (c) As soon as available, and in any event within 60 days after the end of each fiscal quarter (other than the last fiscal quarter of a fiscal year) or 90 days after the end of the last fiscal quarter of a fiscal year of Navistar Navistar, ended on or after October 31, 2007, management financial reports of Navistar setting forth (i) a preliminary consolidated balance sheet and consolidated statements of income in a management format, (ii) serviced portfolio information (iii) funding availability under its contractual arrangements with Truck Retail Installment Paper Corp. and under the Transferor Credit Agreement and (iv) calculations demonstrating compliance with Section 8.01 of the Transferor Credit Agreement, in each case prepared in a manner materially consistent with the Transferor’s 's past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and, to the extent relevant, on the basis of management’s 's good faith efforts, in such form and detail reasonably satisfactory to the Agent; provided, however, that such reporting shall not be required so long as the Transferor has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act. The parties hereto acknowledge that such management financial reports are not final and are subject to change in connection with either the preparation, for the corresponding fiscal quarter, of a report on Form 10-Q or 10-K, as a result of or arising out of any restatement, in connection with the audit conducted for the fiscal year ended October 31, 2005, October 31, 2006 2005 or October 31, 20072006, as the case may be. (d) As soon as available, and in any event within 30 days after the end of each month, commencing with the month of October 2007, monthly management financial reports of the Parent in respect of the sales and income by segment and cash balances, Indebtedness, capital expenditures and depreciation and amortization of the Parent and its consolidated Subsidiaries prepared in a manner consistent with the Parent’s 's past practices (unless otherwise required to conform with the results of the audit or changes in GAAP) and on the basis of management’s 's good faith calculations, in such form and detail reasonably satisfactory to the Agent; provided, ,however, that such reporting shall not be required so long as the Parent has filed all reports with the Securities and Exchange Commission required pursuant to Section 13 of the Exchange Act.