Common use of Marketable Securities Clause in Contracts

Marketable Securities. (a) On or before the date hereof, Navistar Financial shall transfer or cause to be transferred to one or more of the Securities Accounts referred to below (i) all Marketable Securities (other than (x) repurchase agreements and (y) Marketable Securities as to which ownership or the existence of Trustee’s Security Interest is evidenced by entries on the books of a Securities Intermediary, custodian or other entity) owned by Navistar Financial on the date hereof, and (ii) all securities subject to, and all confirmations relating to, repurchase agreements constituting Marketable Securities owned by Navistar Financial on the date hereof. The Marketable Securities so transferred (other than repurchase agreements and confirmations) shall be in suitable form for transfer by delivery or shall be accompanied by duly executed and undated instruments of transfer or assignment in blank, in form and substance reasonably satisfactory to the Trustee. (b) On and after the date hereof, all investments in Marketable Securities by Navistar Financial (except investments in Marketable Securities that are UCC Deposit Accounts or are covered by subsection (c) below) shall be made by and in the name of the Trustee at the written direction of Navistar through one or more accounts (each a “Securities Account” as defined in UCC Article 8-501) (i) established in the name of the Trustee, (ii) maintained with the Trustee or any agent thereof appointed for the purpose as provided in subsections (c) and (d) below and (iii) subject to a customary securities account control agreement among the applicable Securities Intermediary, Navistar Financial and the Trustee, in form and substance reasonably satisfactory to the Trustee and the Administrative Agent, establishing that such Securities Account is subject to the Trustee’s “control” as defined in UCC Article 8-106; provided that no such securities account control agreement shall be required for any Securities Account with a monthly average balance of less than $10,000,000; provided, further, that the requirements set forth in this clause (iii) shall not apply on or prior to the date that is 60 days after the date hereof (or such later date agreed to by the Administrative Agent in its reasonable discretion). Unless a Notice of Acceleration is in effect, the purchase, sale or presentation for payment of any such Marketable Securities and the receipt by Navistar Financial of the proceeds of the sale or collection thereof and any interest paid thereon shall all occur as provided below in this subsection. To initiate the purchase of such Marketable Securities, Navistar Financial will in writing (i) inform the Trustee as to the particulars of such purchase and (ii) cause to be transferred to a bank account designated by, and in the name of, the Trustee (either as Trustee or in its individual capacity) funds, and/or instruct the Trustee to apply funds received by the Trustee in respect of other Marketable Securities, in an amount equal to the sum of (x) the purchase price plus (y) any brokers’ fees and other out-of-pocket expenses reasonably expected to be incurred in connection with such purchase, whereupon the Trustee will make arrangements (either directly or through one or more agents) for the purchase of such Marketable Securities, including the payment of the purchase price thereof. All Marketable Securities (other than repurchase agreements) purchased by the Trustee as aforesaid (and all securities subject to, together with all confirmations relating to, repurchase agreements) will be delivered to and, subject to the following sentence, held in the Securities Accounts. To initiate a sale or presentation for payment of such Marketable Securities, Navistar Financial will inform the Trustee in writing as to the particulars of such sale or presentation, whereupon the Trustee will make arrangements (either directly or through the appropriate agents) for the sale or presentation of such Marketable Securities and the transfer of funds received by the Trustee or such agents on the sale or collection of such Marketable Securities to such bank account of Navistar Financial (other than a Proceeds Deposit Account that is not a UCC Deposit Account) as shall have been designated by Navistar Financial for the purpose, or for the application of such funds to another investment in Marketable Securities, as Navistar Financial shall elect; provided that the Trustee shall revoke any such arrangements previously made for the transfer of such funds to a bank account of Navistar Financial promptly after receiving a Notice of Acceleration. Any interest received by the Trustee or any agent thereof in respect of Marketable Securities Assets held in a Securities Account will be similarly transferred or applied. (c) Notwithstanding anything contained in this Agreement to the contrary, on and after the date hereof Navistar Financial may make investments through a Securities Account in Marketable Securities as to which ownership or the existence of a Security Interest is evidenced by entries on the books of a Securities Intermediary, custodian or other entity; provided that, (i) (A) such investment is made through a Securities Account maintained by the Trustee with a Permitted Financial Intermediary,

Marketable Securities. (a) On or before the date hereof, Navistar Financial shall shall, subject to Section 2.06(d), transfer or cause to be transferred to one or more of the Securities Accounts referred to below (i) all Marketable Securities marketable securities (other than (x) repurchase agreements and agreements, (y) Marketable Securities marketable securities that are UCC Deposit Accounts and (z) marketable securities as to which ownership or the existence of Trustee’s Security Interest a security interest is evidenced by entries on the books of a Securities Intermediary"securities intermediary" (as defined in the UCC), custodian or other entity) owned by Navistar Financial on the date hereof, and (ii) all securities subject to, and all confirmations relating to, repurchase agreements constituting Marketable Securities marketable securities owned by Navistar Financial on the date hereof. The Marketable Securities marketable securities so transferred (other than repurchase agreements and confirmations) shall be in suitable form for transfer by delivery or shall be accompanied by duly executed and undated instruments of transfer or assignment in blank, in form and substance reasonably satisfactory to the Trustee. (b) On and after the date hereof, all investments in Marketable Securities marketable securities by Navistar Financial (except investments in Marketable Securities marketable securities that are UCC Deposit Accounts or are covered by subsection (c) below) shall be made by and in the name of the Trustee at the written direction of Navistar through one or more accounts (each a “"Securities Account” as defined in UCC Article 8-501) (i") established in the name of the Trustee, (ii) Trustee and maintained with the Trustee or any agent thereof appointed for the purpose as provided in subsections (c) and (d) below and (iii) subject to a customary securities account control agreement among the applicable Securities Intermediary, Navistar Financial and the Trustee, in form and substance reasonably satisfactory to the Trustee and the Administrative Agent, establishing that such Securities Account is subject to the Trustee’s “control” as defined in UCC Article 8-106; provided that no such securities account control agreement shall be required for any Securities Account with a monthly average balance of less than $10,000,000; provided, further, that the requirements set forth in this clause (iii) shall not apply on or prior to the date that is 60 days after the date hereof (or such later date agreed to by the Administrative Agent in its reasonable discretion)below. Unless a Notice of Acceleration is in effect, the purchase, sale or presentation for payment of any such Marketable Securities marketable securities and the receipt by Navistar Financial of the proceeds of the sale or collection thereof and any interest paid thereon shall all occur as provided below in this subsection. To initiate the purchase of such Marketable Securitiesmarketable securities, Navistar Financial will in writing (i) inform the Trustee as to the particulars of such purchase and (ii) cause to be transferred to a bank account designated by, and in the name of, the Trustee (either as Trustee or in its individual capacity) funds, and/or instruct the Trustee to apply funds received by the Trustee in respect of other Marketable Securitiesmarketable securities, in an amount equal to the sum of (x) the purchase price plus (y) any brokers’ ' fees and other out-of-pocket expenses reasonably expected to be incurred in connection with such purchase, whereupon the Trustee will make arrangements (either directly or through one or more agents) for the purchase of such Marketable Securitiesmarketable securities, including the payment of the purchase price thereof. All Marketable Securities marketable securities (other than repurchase agreements) purchased by the Trustee as aforesaid (and all securities subject to, together with all confirmations relating to, repurchase agreements) will be delivered to and, subject to the following sentence, held in the Securities Accounts. To initiate a sale or presentation for payment of such Marketable Securitiesmarketable securities, Navistar Financial will inform the Trustee in writing as to the particulars of such sale or presentation, whereupon the Trustee will make arrangements (either directly or through the appropriate agents) for the sale or presentation of such Marketable Securities marketable securities, and the transfer of funds received by the Trustee or such agents on the sale or collection of such Marketable Securities marketable securities to such bank account of Navistar Financial (other than a Proceeds Deposit Account that is not a UCC Deposit Account) as shall have been designated by Navistar Financial for the purpose, or for the application of such funds to another investment in Marketable Securitiesmarketable securities, as Navistar Financial shall elect; provided that the Trustee shall revoke any such arrangements previously made for the transfer of such funds to a bank account of Navistar Financial promptly after receiving a Notice of Acceleration. Any interest received by the Trustee or any agent thereof in respect of Marketable Securities Assets marketable securities held in a Securities Account will be similarly transferred or applied. (c) Notwithstanding anything contained in this Agreement to the contrary, on and after the date hereof Navistar Financial may make investments through a Securities Account in Marketable Securities marketable securities as to which ownership or the existence of a Security Interest security interest is evidenced by entries on the books of a Securities Intermediary"securities intermediary" (as defined in the UCC), custodian or other entity; provided that, (i) (A) such investment is made through a Securities Account maintained by the Trustee with a Permitted Financial Intermediary,

Marketable Securities. (a) On or before the date hereof, Navistar Financial shall shall, subject to Section 2.06(d), transfer or cause to be transferred to one or more of the Securities Accounts referred to below (i) all Marketable Securities marketable securities (other than (x) repurchase agreements and (y) Marketable Securities marketable securities as to which ownership or the existence of Trustee’s Security Interest a security interest is evidenced by entries on the books of a Securities Intermediary“securities intermediary” (as defined in the UCC), custodian or other entity) owned by Navistar Financial on the date hereof, and (ii) all securities subject to, and all confirmations relating to, repurchase agreements constituting Marketable Securities marketable securities owned by Navistar Financial on the date hereof. The Marketable Securities marketable securities so transferred (other than repurchase agreements and confirmations) shall be in suitable form for transfer by delivery or shall be accompanied by duly executed and undated instruments of transfer or assignment in blank, in form and substance reasonably satisfactory to the Trustee. (b) On and after the date hereof, all investments in Marketable Securities marketable securities by Navistar Financial (except investments in Marketable Securities marketable securities that are UCC Deposit Accounts or are covered by subsection (c) below) shall be made by and in the name of the Trustee at the written direction of Navistar through one or more accounts (each a “Securities Account” as defined in UCC Article 8-501) (i”) established in the name of the Trustee, (ii) Trustee and maintained with the Trustee or any agent thereof appointed for the purpose as provided in subsections (c) and (d) below and (iii) subject to a customary securities account control agreement among the applicable Securities Intermediary, Navistar Financial and the Trustee, in form and substance reasonably satisfactory to the Trustee and the Administrative Agent, establishing that such Securities Account is subject to the Trustee’s “control” as defined in UCC Article 8-106; provided that no such securities account control agreement shall be required for any Securities Account with a monthly average balance of less than $10,000,000; provided, further, that the requirements set forth in this clause (iii) shall not apply on or prior to the date that is 60 days after the date hereof (or such later date agreed to by the Administrative Agent in its reasonable discretion)below. Unless a Notice of Acceleration is in effect, the purchase, sale or presentation for payment of any such Marketable Securities marketable securities and the receipt by Navistar Financial of the proceeds of the sale or collection thereof and any interest paid thereon shall all occur as provided below in this subsection. To initiate the purchase of such Marketable Securitiesmarketable securities, Navistar Financial will in writing (i) inform the Trustee as to the particulars of such purchase and (ii) cause to be transferred to a bank account designated by, and in the name of, the Trustee (either as Trustee or in its individual capacity) funds, and/or instruct the Trustee to apply funds received by the Trustee in respect of other Marketable Securitiesmarketable securities, in an amount equal to the sum of (x) the purchase price plus (y) any brokers’ fees and other out-of-pocket expenses reasonably expected to be incurred in connection with such purchase, whereupon the Trustee will make arrangements (either directly or through one or more agents) for the purchase of such Marketable Securitiesmarketable securities, including the payment of the purchase price thereof. All Marketable Securities marketable securities (other than repurchase agreements) purchased by the Trustee as aforesaid (and all securities subject to, together with all confirmations relating to, repurchase agreements) will be delivered to and, subject to the following sentence, held in the Securities Accounts. To initiate a sale or presentation for payment of such Marketable Securitiesmarketable securities, Navistar Financial will inform the Trustee in writing as to the particulars of such sale or presentation, whereupon the Trustee will make arrangements (either directly or through the appropriate agents) for the sale or presentation of such Marketable Securities marketable securities, and the transfer of funds received by the Trustee or such agents on the sale or collection of such Marketable Securities marketable securities to such bank account of Navistar Financial (other than a Proceeds Deposit Account that is not a UCC Deposit Account) as shall have been designated by Navistar Financial for the purpose, or for the application of such funds to another investment in Marketable Securitiesmarketable securities, as Navistar Financial shall elect; provided that the Trustee shall revoke any such arrangements previously made for the transfer of such funds to a bank account of Navistar Financial promptly after receiving a Notice of Acceleration. Any interest received by the Trustee or any agent agent, thereof in respect of Marketable Securities Assets marketable securities held in a Securities Account will be similarly transferred or applied. (c) Notwithstanding anything contained in this Agreement to the contrary, on and after the date hereof Navistar Financial may make investments through a Securities Account in Marketable Securities marketable securities as to which ownership or the existence of a Security Interest security interest is evidenced by entries on the books of a Securities Intermediary“securities intermediary” (as defined in the UCC), custodian or other entity; provided that, (i) (A) such investment is made through a Securities Account maintained by the Trustee with a Permitted Financial Intermediary,

Marketable Securities. (a) On or before the date hereof, Navistar Financial shall shall, subject to Section 2.06(d), transfer or cause to be transferred to one or more of the Securities Accounts referred to below (i) all Marketable Securities marketable securities (other than (x) repurchase agreements and (y) Marketable Securities marketable securities as to which ownership or the existence of Trustee’s Security Interest a security interest is evidenced by entries on the books of a Securities Intermediary“securities intermediary” (as defined in the UCC), custodian or other entity) owned by Navistar Financial on the date hereof, and (ii) all securities subject to, and all confirmations relating to, repurchase agreements constituting Marketable Securities marketable securities owned by Navistar Financial on the date hereof. The Marketable Securities marketable securities so transferred (other than repurchase agreements and confirmations) shall be in suitable form for transfer by delivery or shall be accompanied by duly executed and undated instruments of transfer or assignment in blank, in form and substance reasonably satisfactory to the Trustee. (b) On and after the date hereof, all investments in Marketable Securities marketable securities by Navistar Financial (except investments in Marketable Securities marketable securities that are UCC Deposit Accounts or are covered by subsection (c) below) shall be made by and in the name of the Trustee at the written direction of Navistar through one or more accounts (each a “Securities Account” as defined in UCC Article 8-501) (i”) established in the name of the Trustee, (ii) Trustee and maintained with the Trustee or any agent thereof appointed for the purpose as provided in subsections (c) and (d) below and (iii) subject to a customary securities account control agreement among the applicable Securities Intermediary, Navistar Financial and the Trustee, in form and substance reasonably satisfactory to the Trustee and the Administrative Agent, establishing that such Securities Account is subject to the Trustee’s “control” as defined in UCC Article 8-106; provided that no such securities account control agreement shall be required for any Securities Account with a monthly average balance of less than $10,000,000; provided, further, that the requirements set forth in this clause (iii) shall not apply on or prior to the date that is 60 days after the date hereof (or such later date agreed to by the Administrative Agent in its reasonable discretion)below. Unless a Notice of Acceleration is in effect, the purchase, sale or presentation for payment of any such Marketable Securities marketable securities and the receipt by Navistar Financial of the proceeds of the sale or collection thereof and any interest paid thereon shall all occur as provided below in this subsection. To initiate the purchase of such Marketable Securitiesmarketable securities, Navistar Financial will in writing (i) inform the Trustee as to the particulars of such purchase and (ii) cause to be transferred to a bank account designated by, and in the name of, the Trustee (either as Trustee or in its individual capacity) funds, and/or instruct the Trustee to apply funds received by the Trustee in respect of other Marketable Securitiesmarketable securities, in an amount equal to the sum of (x) the purchase price plus (y) any brokers’ fees and other out-of-pocket expenses reasonably expected to be incurred in connection with such purchase, whereupon the Trustee will make arrangements (either directly or through one or more agents) for the purchase of such Marketable Securitiesmarketable securities, including the payment of the purchase price thereof. All Marketable Securities marketable securities (other than repurchase agreements) purchased by the Trustee as aforesaid (and all securities subject to, together with all confirmations relating to, repurchase agreements) will be delivered to and, subject to the following sentence, held in the Securities Accounts. To initiate a sale or presentation for payment of such Marketable Securitiesmarketable securities, Navistar Financial will inform the Trustee in writing as to the particulars of such sale or presentation, whereupon the Trustee will make arrangements (either directly or through the appropriate agents) for the sale or presentation of such Marketable Securities marketable securities, and the transfer of funds received by the Trustee or such agents on the sale or collection of such Marketable Securities marketable securities to such bank account of Navistar Financial (other than a Proceeds Deposit Account that is not a UCC Deposit Account) as shall have been designated by Navistar Financial for the purpose, or for the application of such funds to another investment in Marketable Securitiesmarketable securities, as Navistar Financial shall elect; provided that the Trustee shall revoke any such arrangements previously made for the transfer of such funds to a bank account of Navistar Financial promptly after receiving a Notice of Acceleration. Any interest received by the Trustee or any agent thereof in respect of Marketable Securities Assets marketable securities held in a Securities Account will be similarly transferred or applied. (c) Notwithstanding anything contained in this Agreement to the contrary, on and after the date hereof Navistar Financial may make investments through a Securities Account in Marketable Securities marketable securities as to which ownership or the existence of a Security Interest security interest is evidenced by entries on the books of a Securities Intermediary“securities intermediary” (as defined in the UCC), custodian or other entity; provided that, (i) (A) such investment is made through a Securities Account maintained by the Trustee with a Permitted Financial Intermediary,