Common use of Investment of Funds Deposited in Collateral Account Clause in Contracts

Investment of Funds Deposited in Collateral Account. The Corporate Trustee shall invest and reinvest moneys on deposit in the Collateral Account at any time in: (a) marketable obligations of the United States having a maturity of not more than one year from the date of acquis- tion; (b) marketable obligations directly and fully guaranteed by the United States having a maturity of not more than one year from the date of acquisition; (c) bankers' acceptances and certificates of deposit and other interest-bearing obligations issued by any bank organized under the laws of the United States or any state thereof with capital, surplus and undivided profits aggregating at least $500,000,000, in each case having a maturity of not more than one year from the date of acquisition; (d) repurchase obligations with a term of not more than one day for underlying securities of the types described in clauses (a), (b) and (c) above entered into with any bank meeting the qualifications specified in clause (c) above; (e) commercial paper rated at least A-2 or the equivalent thereof by Standard & Poor's Ratings Group or at least P-2 or the equivalent thereof by Xxxxx'x Investors Service, Inc. and matur- ing within six months after the date of acquisition; and (f) shares of open end money market mutual or similar funds which invest exclusively in assets satisfying the re- quirements of clause (a) through (e) above; provided that the (i) aggregate amount invested in obligations of the types described in clauses (c), (d) and (e) above of any one issuer shall not exceed $50,000,000 at any time and (ii) the Borrower may (so long as no Notice of Enforcement shall be in effect) specify the category or categories of investments specified above in which funds on deposit in the Asset Sale Proceeds Sub-Account shall be invested and may specify the maturities (not in any event longer than the maturities specified above) of such investments; provided that the Borrower or the Corporate Trustee, as applicable, shall, to the extent that the timing of distributions to be made from the Collateral Account is known or can be reasonably anticipated, select investments for amounts equal to such distributions that mature prior to the anticipated dates of such distributions. All such investments of funds in any Sub-Account, the interest and income received thereon and the net proceeds realized on the sale or redemption thereof shall be held in such Sub-Account as part of the Trust Estate.

Investment of Funds Deposited in Collateral Account. The Corporate Trustee shall invest and reinvest moneys on deposit in the Collateral Account at any time in:that a Notice of Acceleration is not in effect at the written direction of Navistar Financial in the investments listed below (such investments, collectively referred to as “Marketable Securities”): (ai) marketable obligations securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having a maturity maturities of not more than one year from the date of acquis- tion; (b) marketable obligations directly and fully guaranteed by the United States having a maturity of not more than one year twenty-four months from the date of acquisition; (cii) bankers' acceptances and certificates of deposit and other interesteurodollar time deposits with maturities of twenty-bearing obligations issued by four months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding twenty-four months and overnight bank deposits, in each case, with any commercial bank organized incorporated under the laws of the United States or of America, any state thereof with capital, or the District of Columbia having capital and surplus in excess of $500,000,000 and undivided profits aggregating at least $500,000,000, in each case having a maturity Thomson Bank Watch Rating of not more than one year from the date of acquisition“B” or better; (diii) repurchase obligations with a term of not more than one day or securities lending arrangements for underlying securities of the types described in clauses (a), (bi) and (cii) above entered into with any bank financial institution meeting the qualifications specified in clause (cii) above; (eiv) commercial paper rated having a rating of at least A-2 “A-2” from S&P or “P-2” from Moody’s and in each case maturing within 270 days after the equivalent thereof by Standard & Poor's Ratings Group date of acquisition or asset-backed securities having a rating of at least P-2 “A” from S&P or the equivalent thereof by Xxxxx'x Investors Service, Inc. “A2” from Moody’s and matur- ing in each case maturing within thirty-six months after the date of acquisition; (v) demand or time deposit accounts used in the ordinary course of business with overseas branches of commercial banks incorporated under the laws of the United States of America, any state thereof or the District of Columbia; provided that such commercial bank has, at the time of the investment therein, (1) capital, surplus and undivided profits (as of the date of such institution’s most recently published financial statements) in excess of $100,000,000 and (2) the long-term unsecured debt obligations (other than such obligations rated on the basis of the credit of a Person other than such institution) of such institution, at the time of the investment therein, are rated at least “A” from S&P or “A2” from Moody’s; (vi) obligations (including, but not limited to demand or time deposits, bankers’ acceptances and certificates of deposit) issued or guaranteed by a depository institution or trust company incorporated under the laws of the United States of America, any state thereof or the District of Columbia; provided that (A) such instrument has a final maturity not more than one year from the date of purchase thereof and (B) such depository institution or trust company has at the time of the investment therein or contractual commitment providing for such investment, (x) capital, surplus and undivided profits (as of the date of such institution’s most recently published financial statements) in excess of $100,000,000 and (y) the long-term unsecured debt obligations (other than such obligations rated on the basis of the credit of a Person other than such institution) of such institution, at the time of the investment therein or contractual commitment providing for such investment, are rated at least “A” from S&P or “A2” from Moody’s; and (fvii) shares of open end money market mutual or similar funds at least 95% of the assets of which invest exclusively constitute permitted investments of the kinds described in assets satisfying the re- quirements of clause clauses (ai) through (ev) above; provided that the (i) aggregate amount invested in obligations of the types described in clauses (cii), (diii) and (evii) above of any one issuer shall not exceed $50,000,000 10,000,000 at any time time. Notwithstanding the foregoing, investments which would otherwise constitute permitted investments of the kinds described in clauses (i), (ii), (iii) and (iiiv) the Borrower may (so long as no Notice that are permitted to have maturities in excess of Enforcement twelve months shall only be in effect) specify the category or categories of investments specified above in which funds on deposit in the Asset Sale Proceeds Sub-Account shall be invested and may specify the maturities (not in any event longer than the maturities specified above) of such investments; provided that the Borrower or the Corporate Trustee, as applicable, shall, to the extent that the timing of distributions deemed to be made from permitted investments under this section if and only if the Collateral Account is known or can be reasonably anticipatedtotal weighted average maturity of all permitted investments of the kinds described in clauses (i), select investments for amounts equal to such distributions that mature prior to the anticipated dates of such distributions(ii), (iii) and (iv) does not exceed twelve months on an aggregate basis. All such investments of funds in any Sub-Account, and the interest and income received thereon and the net proceeds realized on the sale or redemption thereof shall be held in such Sub-the Collateral Account as part of the Trust Estate. The Trustee shall not have any liability for any loss sustained as a result of any investment made as provided above, any liquidation of any such investment prior to its maturity, or the failure of an authorized person of Navistar Financial to provide any written instruction to invest or reinvest moneys on deposit in the Collateral Account or any earnings thereon.

Investment of Funds Deposited in Collateral Account. The Corporate Trustee shall invest and reinvest moneys on deposit in the Collateral Account at any time in: (ai) marketable obligations of the United States having a maturity of not more than exceeding the date one year from the date of acquis- tionacquisition; (bii) marketable obligations directly and fully guaranteed by the United States having a maturity of not more than exceeding the date one year from the date of acquisition; (ciii) bankers' acceptances and certificates of deposit and other interest-interest bearing obligations issued by Wilmington Trust Company or any bank organized under the laws of the United States or any state thereof with (provided, however, that Wilmington Trust Company or such bank, as the case -------- ------- may be, has capital, surplus and undivided profits aggregating at least $500,000,000$ 250,000,000 and a rating from Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc. of A or better), in each case having a maturity of not more than exceeding the date one year from the date of acquisition; (d) repurchase obligations with a term of not more than one day for underlying securities of the types described in clauses (a), (b) and (c) above entered into with any bank meeting the qualifications specified in clause (c) above; (eiv) commercial paper (except for commercial paper issued by the Debtor or any of its Affiliates) rated at least A-2 A-1 or the equivalent thereof by Standard & Poor's Ratings Group or at least P-2 and P-1 or the equivalent thereof by Xxxxx'x Investors Service, Inc. Inc., and matur- ing within six months after having a maturity not exceeding the date two hundred and seventy (270) days from the date of acquisition; and (fv) shares of open end money market mutual repurchase obligations entered into with Wilmington Trust Company or similar funds which invest exclusively with any bank (provided, however, that Wilmington Trust Company or such -------- ------- bank meets the requirements set forth in assets satisfying the re- quirements of clause (a) through (eSection 4.3(iii) above; ), having a ---------------- maturity not exceeding the earlier of the Distribution Date next following the date of acquisition or the date thirty (30) days from the date of acquisition, and collateralized by investments described in subsections 4.3(i) and 4.3(ii) above, provided that the Trustee takes immediate ------ ------- physical possession of such collateral; provided, however, that in order to provide the Beneficiaries with a perfected -------- ------- security interest therein, each such investment shall be either: (iA) aggregate evidenced, or deemed under applicable federal regulations to be evidenced, by negotiable certificates or instruments, or if non-negotiable then issued in the name of the Trustee, which (together with any appropriate instruments of transfer) are delivered to, and held by, the Trustee or an agent thereof (which shall not be the Debtor or any of its Affiliates) in Delaware or New York; or (B) in book-entry form and issued in the States of Delaware or New York by an entity located in the States of Delaware or New York and in which (in the opinion of independent counsel to the Trustee) the Trustee shall have a perfected security interest; and provided, further, that the maximum amount of the funds held in the -------- ------- Collateral Account which may be invested in obligations of the types described in clauses (ciii), (div) and (ev) above of any one issuer shall not exceed $50,000,000 at any time and the lesser of five percent (ii) the Borrower may (so long as no Notice of Enforcement shall be in effect) specify the category or categories of investments specified above in which funds on deposit in the Asset Sale Proceeds Sub-Account shall be invested and may specify the maturities (not in any event longer than the maturities specified above5.0%) of such investments; provided that the Borrower funds or the Corporate Trustee, as applicable, shall, to the extent that the timing of distributions to be made from the Collateral Account is known or can be reasonably anticipated, select investments for amounts equal to such distributions that mature prior to the anticipated dates of such distributions$1,000,000. All such investments of funds in any Sub-Account, and the interest and income received thereon and therefrom and the net proceeds realized on the sale or redemption thereof shall be held in such Sub-the Collateral Account as part of the Trust Estate.

Investment of Funds Deposited in Collateral Account. The Corporate Trustee shall invest and reinvest moneys on deposit in the Collateral Account at any time at the written direction of Navistar in: (ai) marketable direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States having a maturity of not more than America, in each case maturing within one year from the date of acquis- tionacquisition thereof; (bii) marketable obligations directly investments in commercial paper maturing within 270 days from the date of acquisition thereof and fully guaranteed by having, at such date of acquisition, the United States having a maturity credit rating of not more than A-2 or higher from S&P or P-2 or higher from Moody's; (xxi) investments in certificates of deposit, banker's acceptances and time deposits maturing within one year from the date of acquisition; (c) bankers' acceptances acquisition thereof issued or guaranteed by or placed with, and certificates money market deposit accounts issued or offered by, any domestic office of deposit and other interest-bearing obligations issued by any commercial bank organized under the laws of the United States of America or any state State thereof with capital, or Canada which has a combined capital and surplus and undivided profits aggregating at least $500,000,000, in each case having a maturity of not more less than one year from the date of acquisition$250,000,000; (div) fully collateralized repurchase obligations agreements with a term of not more than one day 30 days for underlying securities of the types described in clauses clause (a), (b) and (c) above and entered into with any bank meeting a financial institution satisfying the qualifications specified criteria described in clause (c) above; (e) commercial paper rated at least A-2 or the equivalent thereof by Standard & Poor's Ratings Group or at least P-2 or the equivalent thereof by Xxxxx'x Investors Service, Inc. and matur- ing within six months after the date of acquisition; and (fv) shares of open end investments in money market mutual or similar funds substantially all of the assets of which invest exclusively are comprised of securities of the type described in assets satisfying the re- quirements of clause clauses (a) through (ed) above; provided that the (i) aggregate amount invested in obligations of the types described in clauses (ciii), (div) and (ev) above of any one issuer shall not exceed $50,000,000 10,000,000 at any time and (ii) the Borrower may (so long as no Notice of Enforcement shall be in effect) specify the category or categories of investments specified above in which funds on deposit in the Asset Sale Proceeds Sub-Account shall be invested and may specify the maturities (not in any event longer than the maturities specified above) of such investments; provided that the Borrower or the Corporate Trustee, as applicable, shall, to the extent that the timing of distributions to be made from the Collateral Account is known or can be reasonably anticipated, select investments for amounts equal to such distributions that mature prior to the anticipated dates of such distributionstime. All such investments of funds in any Sub-Account, and the interest and income received thereon and the net proceeds realized on the sale or redemption thereof shall be held in such Sub-the Collateral Account as part of the Trust Estate.

Investment of Funds Deposited in Collateral Account. The Corporate Trustee shall invest and reinvest moneys on deposit in the Collateral Account at any time at the written direction of Navistar Financial in: (ai) marketable obligations securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having a maturity maturities of not more than one year from the date of acquis- tion; (b) marketable obligations directly and fully guaranteed by the United States having a maturity of not more than one year twenty-four months from the date of acquisition; (cii) bankers' acceptances and certificates of deposit and other interesteurodollar time deposits with maturities of twenty-bearing obligations issued by four months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding twenty-four months and overnight bank deposits, in each case, with any commercial bank organized incorporated under the laws of the United States or of America, any state thereof with capital, or the District of Columbia having capital and surplus in excess of $500,000,000 and undivided profits aggregating at least $500,000,000, in each case having a maturity Thomson Bank Watch Rating of not more than one year from the date of acquisition“B” or better; (diii) repurchase obligations with a term of not more than one day or securities lending arrangements for underlying securities of the types described in clauses (a), (bi) and (cii) above entered into with any bank financial institution meeting the qualifications specified in clause (cii) above; (eiv) commercial paper rated having a rating of at least A-2 “A-2” from S&P or “P-2” from Xxxxx’x and in each case maturing within 270 days after the equivalent thereof by Standard & Poor's Ratings Group date of acquisition or asset-backed securities having a rating of at least P-2 “A” from S&P or the equivalent thereof by Xxxxx'x Investors Service, Inc. “A2” from Xxxxx’x and matur- ing in each case maturing within thirty-six months after the date of acquisition; (v) demand or time deposit accounts used in the ordinary course of business with overseas branches of commercial banks incorporated under the laws of the United States of America, any state thereof or the District of Columbia, provided that such commercial bank has, at the time of the investment therein, (1) capital, surplus and undivided profits (as of the date of such institution’s most recently published financial statements) in excess of $100,000,000 and (2) the long-term unsecured debt obligations (other than such obligations rated on the basis of the credit of a Person other than such institution) of such institution, at the time of the investment therein, are rated at least “A” from S&P or “A2” from Xxxxx’x; (vi) obligations (including, but not limited to demand or time deposits, bankers’ acceptances and certificates of deposit) issued or guaranteed by a depository institution or trust company incorporated under the laws of the United States of America, any state thereof or the District of Columbia, provided that (A) such instrument has a final maturity not more than one year from the date of purchase thereof and (B) such depository institution or trust company has at the time of the investment therein or contractual commitment providing for such investment, (x) capital, surplus and undivided profits (as of the date of such institution’s most recently published financial statements) in excess of $100,000,000 and (y) the long-term unsecured debt obligations (other than such obligations rated on the basis of the credit of a Person other than such institution) of such institution, at the time of the investment therein or contractual commitment providing for such investment, are rated at least “A” from S&P or “A2” from Xxxxx’x; and (fvii) shares of open end money market mutual or similar funds at least 95% of the assets of which invest exclusively constitute permitted investments of the kinds described in assets satisfying the re- quirements of clause clauses (ai) through (ev) above; provided that the (i) aggregate amount invested in obligations of the types described in clauses (cii), (diii) and (evii) above of any one issuer shall not exceed $50,000,000 10,000,000 at any time time. Notwithstanding the foregoing, investments which would otherwise constitute permitted investments of the kinds described in clauses (i), (ii), (iii) and (iiiv) the Borrower may (so long as no Notice that are permitted to have maturities in excess of Enforcement twelve months shall only be in effect) specify the category or categories of investments specified above in which funds on deposit in the Asset Sale Proceeds Sub-Account shall be invested and may specify the maturities (not in any event longer than the maturities specified above) of such investments; provided that the Borrower or the Corporate Trustee, as applicable, shall, to the extent that the timing of distributions deemed to be made from permitted investments under this section if and only if the Collateral Account is known or can be reasonably anticipatedtotal weighted average maturity of all permitted investments of the kinds described in clauses (i), select investments for amounts equal to such distributions that mature prior to the anticipated dates of such distributions(ii), (iii) and (iv) does not exceed twelve months on an aggregate basis. All such investments of funds in any Sub-Account, and the interest and income received thereon and the net proceeds realized on the sale or redemption thereof shall be held in such Sub-the Collateral Account as part of the Trust Estate. The Trustee shall not have any liability for any loss sustained as a result of any investment made as provided above, any liquidation of any such investment prior to its maturity, or the failure of an authorized person of Navistar Financial to provide any written instruction to invest or reinvest moneys on deposit in the Collateral Account or any earnings thereon.

Investment of Funds Deposited in Collateral Account. The Corporate Trustee Administrative Agent shall invest and reinvest moneys on deposit in the Collateral Account at any time inin any of the following: (ai) marketable obligations of the United States having a maturity of not more than one year three months from the date of acquis- tionacquisition; (bii) marketable obligations directly and fully guaranteed by the United States having a maturity of not more than one year three months from the date of acquisition; (ciii) bankers' acceptances and certificates of deposit and other interest-bearing obligations issued by Citibank N.A., or any bank organized under the laws of the United States or any state thereof with capital, surplus and undivided profits aggregating at least $500,000,000125,000,000, in each case having a maturity of not more than one year three months from the date of acquisition; (div) repurchase obligations with a term of not more than one day for underlying securities of the types described in clauses (ai), (bii) and (ciii) above entered into with Citibank N.A., or any bank meeting the qualifications specified in clause (ciii) above;; and (ev) commercial paper (except commercial paper issued by the Borrower or its affiliates) rated at least A-2 A-1 or the equivalent thereof by Standard & Poor's Ratings Group S&P or at least P-2 P-1 or the equivalent thereof by Xxxxx'x Investors Service, Inc. and matur- ing Moodx'x xxx maturing within six three months after the date of acquisition; and (f) shares of open end money market mutual or similar funds which invest exclusively in assets satisfying the re- quirements of clause (a) through (e) above; provided that the (i) aggregate amount invested in obligations of the types described in clauses (ciii), (div) and (ev) above of any one issuer shall not exceed $50,000,000 at any time time, and (ii) the Borrower may (so long as no provided, further, that, unless a Notice of Enforcement shall be Acceleration is in effect) specify , the category or categories Administrative Agent shall not make any such investment except at the direction of investments specified above in which funds on deposit in the Asset Sale Proceeds Sub-Account shall be invested and may specify the maturities (not in any event longer than the maturities specified above) of such investments; provided that the Borrower or the Corporate Trustee, as applicable, shall, to the extent that the timing of distributions to be made from the Collateral Account is known or can be reasonably anticipated, select investments for amounts equal to such distributions that mature prior to the anticipated dates of such distributionsBorrower. All such investments of funds in any Sub-Account, and the interest and income received thereon and the net proceeds realized on the sale or redemption thereof shall be held in such Sub-the Collateral Account as part of the Trust EstateCollateral and shall be under the sole dominion and control of the Administrative Agent.

Investment of Funds Deposited in Collateral Account. The Corporate Trustee shall invest and reinvest moneys on deposit in the Collateral Account at any time inin one or more of the following, in its sole discretion: (a) marketable obligations of the United States having a maturity of not more than exceeding the date one year from the date of acquis- tionacquisition; (b) marketable obligations directly and fully guaranteed by the United States having a maturity of not more than exceeding the date one year from the date of acquisition; (c) bankers' banker's acceptances and certificates of deposit and other interest-bearing obligations issued by any bank NationsBank, N.A. organized under the laws of the United States or any state thereof with or a Schedule A Canadian bank (provided, however, that any such bank has capital, surplus and undivided profits aggregating at least $500,000,000200,000,000), in each case having a maturity of not more than exceeding the date one year from the date of acquisition; (d) repurchase obligations with commercial paper (except for commercial paper issued by any Grantor or any of its affiliates) rated A-1 or the equivalent thereof (or higher) by Standard & Poor's Corporation or P-1 or the equivalent thereof (or higher) by Mooxx'x Xxvestors Service, Inc., and having a term maturity not exceeding the date ninety (90) days from the date of not more than one day for underlying securities of the types described in clauses (a), (b) and (c) above entered into with any bank meeting the qualifications specified in clause (c) aboveacquisition; (e) commercial paper rated at least A-2 repurchase obligations entered into with NationsBank or any other bank (provided, however, that such bank meets the requirements set forth in the proviso to Section 7.3(c) above), having a maturity not exceeding the earlier of the Distribution Date next following the date of acquisition or the equivalent thereof by Standard & Poor's Ratings Group or at least P-2 or the equivalent thereof by Xxxxx'x Investors Service, Inc. and matur- ing within six months after date thirty (30) days from the date of acquisition, and collateralized by investments described in Sections 7.3(a) and 7.3(b), provided that the Trustee or an agent thereof takes immediate physical possession of such collateral; and (f) shares of open end taxable government money market mutual portfolios comprised of obligations issued or similar funds which invest exclusively guarantees as to payment of principal and interest by the full faith and credit of the United States of America. provided, however, that in assets satisfying order to provide the re- quirements of clause (a) through (e) above; provided that Secured Parties and the Trustee with a perfected security interest therein, each such investment shall be either: (i) aggregate evidenced, or deemed under applicable federal regulations to be evidenced, by negotiable certificates or instruments or nonnegotiable certificates or instruments issued in the name of the Trustee, which (together with any appropriate instruments of transfer) are delivered to, and held by, the Trustee or an agent thereof (which shall not be any Grantor or any of its affiliates); or 28 (ii) in book-entry form and in which (in the opinion of independent counsel to the Trustee) the Trustee shall have a perfected ownership or security interest which under applicable law shall not be subject to any other ownership or security interest; and provided, further, that the maximum amount of the funds held in the Collateral Account which may be invested in obligations of the types described in clauses (c), (d) and (e) above of any one issuer shall not exceed $50,000,000 at any time and the lesser of five percent (ii) the Borrower may (so long as no Notice of Enforcement shall be in effect) specify the category or categories of investments specified above in which funds on deposit in the Asset Sale Proceeds Sub-Account shall be invested and may specify the maturities (not in any event longer than the maturities specified above5%) of such investments; provided that the Borrower funds or the Corporate Trustee, as applicable, shall, to the extent that the timing of distributions to be made from the Collateral Account is known or can be reasonably anticipated, select investments for amounts equal to such distributions that mature prior to the anticipated dates of such distributions$5,000,000. All such investments of funds in any Sub-Account, and the interest and income received thereon and therefrom and the net proceeds realized on the sale or redemption thereof hereof shall be held in such Sub-the Collateral Account as part of the Trust Estate.

Investment of Funds Deposited in Collateral Account. The Corporate Trustee shall invest and reinvest moneys on deposit in the Collateral Account at any time at the written direction of Navistar Financial in: (ai) marketable obligations securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having a maturity maturities of not more than one year from the date of acquis- tion; (b) marketable obligations directly and fully guaranteed by the United States having a maturity of not more than one year twenty-four months from the date of acquisition; (cii) bankers' acceptances and certificates of deposit and other interesteurodollar time deposits with maturities of twenty-bearing obligations issued by four months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding twenty-four months and overnight bank deposits, in each case, with any commercial bank organized incorporated under the laws of the United States or of America, any state thereof with capital, or the District of Columbia having capital and surplus in excess of $500,000,000 and undivided profits aggregating at least $500,000,000, in each case having a maturity Thomson Bank Watch Rating of not more than one year from the date of acquisition“B” or better; (diii) repurchase obligations with a term of not more than one day or securities lending arrangements for underlying securities of the types described in clauses (a), (bi) and (cii) above entered into with any bank financial institution meeting the qualifications specified in clause (cii) above; (eiv) commercial paper rated having a rating of at least A-2 “A-2” from S&P or “P-2” from Moody’s and in each case maturing within 270 days after the equivalent thereof by Standard & Poor's Ratings Group date of acquisition or asset-backed securities having a rating of at least P-2 “A” from S&P or the equivalent thereof by Xxxxx'x Investors Service, Inc. “A2” from Moody’s and matur- ing in each case maturing within thirty-six months after the date of acquisition; (v) demand or time deposit accounts used in the ordinary course of business with overseas branches of commercial banks incorporated under the laws of the United States of America, any state thereof or the District of Columbia, provided that such commercial bank has, at the time of the investment therein, (1) capital, surplus and undivided profits (as of the date of such institution’s most recently published financial statements) in excess of $100,000,000 and (2) the long-term unsecured debt obligations (other than such obligations rated on the basis of the credit of a Person other than such institution) of such institution, at the time of the investment therein, are rated at least “A” from S&P or “A2” from Moody’s; (vi) obligations (including, but not limited to demand or time deposits, bankers’ acceptances and certificates of deposit) issued or guaranteed by a depository institution or trust company incorporated under the laws of the United States of America, any state thereof or the District of Columbia, provided that (A) such instrument has a final maturity not more than one year from the date of purchase thereof and (B) such depository institution or trust company has at the time of the investment therein or contractual commitment providing for such investment, (x) capital, surplus and undivided profits (as of the date of such institution’s most recently published financial statements) in excess of $100,000,000 and (y) the long-term unsecured debt obligations (other than such obligations rated on the basis of the credit of a Person other than such institution) of such institution, at the time of the investment therein or contractual commitment providing for such investment, are rated at least “A” from S&P or “A2” from Moody’s; and (fvii) shares of open end money market mutual or similar funds at least 95% of the assets of which invest exclusively constitute permitted investments of the kinds described in assets satisfying the re- quirements of clause clauses (ai) through (ev) above; provided that the (i) aggregate amount invested in obligations of the types described in clauses (cii), (diii) and (evii) above of any one issuer shall not exceed $50,000,000 10,000,000 at any time time. Notwithstanding the foregoing, investments which would otherwise constitute permitted investments of the kinds described in clauses (i), (ii), (iii) and (iiiv) the Borrower may (so long as no Notice that are permitted to have maturities in excess of Enforcement twelve months shall only be in effect) specify the category or categories of investments specified above in which funds on deposit in the Asset Sale Proceeds Sub-Account shall be invested and may specify the maturities (not in any event longer than the maturities specified above) of such investments; provided that the Borrower or the Corporate Trustee, as applicable, shall, to the extent that the timing of distributions deemed to be made from permitted investments under this section if and only if the Collateral Account is known or can be reasonably anticipatedtotal weighted average maturity of all permitted investments of the kinds described in clauses (i), select investments for amounts equal to such distributions that mature prior to the anticipated dates of such distributions(ii), (iii) and (iv) does not exceed twelve months on an aggregate basis. All such investments of funds in any Sub-Account, and the interest and income received thereon and the net proceeds realized on the sale or redemption thereof shall be held in such Sub-the Collateral Account as part of the Trust Estate. The Trustee shall not have any liability for any loss sustained as a result of any investment made as provided above, any liquidation of any such investment prior to its maturity, or the failure of an authorized person of Navistar Financial to provide any written instruction to invest or reinvest moneys on deposit in the Collateral Account or any earnings thereon.

Investment of Funds Deposited in Collateral Account. The Corporate Trustee shall invest and reinvest moneys on deposit in the Collateral Account at the written direction of the Borrower or the Required Secured Parties, as provided below, at any time in: (a) marketable obligations of the United States having a maturity of not more than one year from the date of acquis- tionacquisition; (b) marketable obligations directly and fully guaranteed by the United States having a maturity of not more than one year from the date of acquisition; (c) bankers' acceptances and certificates of deposit and other interest-bearing obligations issued by any bank organized under the laws of the United States or any state thereof with capital, surplus and undivided profits aggregating at least $500,000,000, in each case having a maturity of not more than one year from the date of acquisition; (d) repurchase obligations with a term of not more than one day for underlying securities of the types described in clauses (a), (b) and (c) above entered into with any bank meeting the qualifications specified in clause (c) above; (e) commercial paper rated at least A-2 or the equivalent thereof by Standard & Poor's Ratings Group or at least P-2 or the equivalent thereof by Xxxxx'x Investors Service, Inc. and matur- ing maturing within six months after the date of acquisition; and (f) shares of open end money market mutual or similar funds which invest exclusively in assets satisfying the re- quirements requirements of clause clauses (a) through (e) above; provided PROVIDED that the (i) the aggregate amount invested in obligations of the types described in clauses (c), (d) and (e) above of any one issuer shall not exceed $50,000,000 at any time and (ii) the Borrower may (so long as no Notice of Enforcement shall be in effect) specify the category or categories of investments specified above in which funds on deposit in the Asset Sale Proceeds Sub-Account shall be invested and may specify the maturities (not in any event longer than the maturities specified above) of such investments; provided that the Borrower or the Corporate Trustee, as applicable, Required Secured Parties shall, to the extent that the timing of distributions to be made from the Collateral Account is known or can be reasonably anticipated, select investments for amounts equal to such distributions that mature prior to the anticipated dates of such distributions. All such investments of funds in any Sub-the Collateral Account, the interest and income received thereon and the net proceeds realized on the sale or redemption thereof shall be held in such Sub-Collateral Account as part of the Trust Estate. All such investments shall be subject to availability (including any time of day limitations) and the Trustees shall not be liable for any losses with respect thereto, except losses incurred as a result of Trustee's willful misconduct or gross negligence.