Common use of Application of Moneys Clause in Contracts

Application of Moneys. (a) Subject to Section 5, the Subordinated Guarantee Agent shall have the right at any time to apply moneys held by it in the Guarantee Collection Account to the payment of due and unpaid Subordinated Guarantee Agent Fees. The Subordinated Guarantee Agent shall provide written notice to the Ultimate Parent and each Administrative Agent of any such application of moneys. Until all due and unpaid Subordinated Guarantee Agent Fees are fully paid in cash or otherwise satisfied, the Subordinated Guarantee Agent shall have no obligation to make any disbursements from the Guarantee Collection Account to any Credit Party. The Subordinated Guarantee Agent may reserve from deposits in the Guarantee Collection Account an amount necessary, determined in the reasonable discretion of the Subordinated Guarantee Agent, to satisfy any asserted contingent indemnity or reimbursement claims for which it would be entitled to reimbursement pursuant to Section 7 (upon the liquidation of such claims), which reserved amount (x) may be applied by the Subordinated Guarantee Agent to pay any such indemnity or reimbursement claims upon the liquidation thereof and (y) shall not be disbursed to any Credit Party until such indemnity or reimbursement claims are either liquidated and paid in full or otherwise satisfied. The Subordinated Guarantee Agent shall provide written notice to the Ultimate Parent of any such reserved amount, including a description of such contingent indemnity or reimbursement claims. The agreements in this Section 6.2(a) shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Subordinated Guarantee Agent hereunder and, notwithstanding any such event, any amounts reserved pursuant to this Section 6.2(a) shall continue to be held by the Subordinated Guarantee Agent until the earlier of (i) application in accordance with this Section 6.2(a) and (ii) such time as such contingent indemnity or reimbursement claim has been extinguished, to the extent that such amounts reserved exceed any remaining asserted contingent indemnity or reimbursement claims as determined by the Subordinated Guarantee Agent in its reasonable discretion.

Application of Moneys. (a) Subject to Section 5, the Subordinated Guarantee The Shared Collateral Agent shall have the right (pursuant to subsection 4.7) at any time to apply moneys held by it in the Guarantee Collection Account Shared Collateral Accounts to the payment of due and unpaid Subordinated Guarantee Shared Collateral Agent FeesFees without any requirement that such applications be made ratably from such accounts. The Subordinated Guarantee Shared Collateral Agent shall provide written notice to the Ultimate Parent and each Administrative Agent of any such application of moneys. Until all due and unpaid Subordinated Guarantee Agent Fees are fully paid in cash or otherwise satisfied, the Subordinated Guarantee Agent shall have no obligation to make any disbursements from the Guarantee Collection Account to any Credit Party. The Subordinated Guarantee Shared Collateral Agent may reserve from deposits in the Guarantee Collection Account Shared Collateral Accounts an amount necessary, determined in the reasonable discretion of the Subordinated Guarantee Shared Collateral Agent, to satisfy any asserted contingent indemnity or reimbursement claims for which it would be entitled to reimbursement pursuant to Section 7 4 (upon the liquidation of such claims), which reserved amount (x) may be applied by the Subordinated Guarantee Shared Collateral Agent to pay any such indemnity or reimbursement claims upon the liquidation thereof and (y) shall not be disbursed to any Credit other Shared Collateral Secured Party until such indemnity or reimbursement claims are either liquidated and paid in full or otherwise satisfied. The Subordinated Guarantee Shared Collateral Agent shall provide written notice to the Ultimate Parent of any such reserved amount, including a description of such contingent indemnity or reimbursement claims. The agreements in this Section 6.2(asubsection 3.4(a) shall survive the termination of the other provisions of this Intercreditor Agreement and the resignation or removal of the Subordinated Guarantee Shared Collateral Agent hereunder and, notwithstanding any such event, any amounts reserved pursuant to this Section 6.2(asubsection 3.4(a) shall continue to be held by the Subordinated Guarantee Shared Collateral Agent until the earlier of (i) application in accordance with this Section 6.2(asubsection 3.4(a) and (ii) such time as such contingent indemnity or reimbursement claim has been extinguished, to the extent that such amounts reserved exceed any remaining asserted contingent indemnity or reimbursement claims as determined by the Subordinated Guarantee Shared Collateral Agent in its reasonable discretion.

Application of Moneys. (a) Subject to Section 5Unless the principal of all Bonds shall have become due or shall have been declared due and payable, all amounts on deposit in the Operating Revenue Fund, after payment of the cost and expenses of the proceedings resulting in the collection of such moneys, the Subordinated Guarantee Agent expenses, liabilities and advances incurred or made by the Trustee and its fees and the expenses in carrying out this Agreement, shall have be applied beginning on the right at any time to apply moneys held by it first Business Day of each month in the Guarantee Collection Account following order of priority: First - To the subaccounts established for each issue of Senior Indebtedness in the Senior Interest Account, (i) an amount of Authority Revenues equal to the payment Interest Accrual on all the Outstanding Senior Indebtedness to and including the first day of the next calendar month; (ii) the amount of any payments or reimbursements due and unpaid Subordinated Guarantee Agent Fees. The Subordinated Guarantee Agent shall provide written notice in the next ensuing month to each Enhancement Facility Provider to the Ultimate Parent extent such payment or reimbursement obligation constitutes Senior Indebtedness hereunder; and each Administrative Agent (iii) the amount of any payments due in the next ensuing month under any Hedge Agreement or Qualified Swap secured on a parity with Senior Indebtedness, and all such application of moneys. Until all due and unpaid Subordinated Guarantee Agent Fees are fully paid deposits shall be adjusted to give credit for any other available money then in cash such interest account or subaccount or otherwise satisfied, available and designated to be used for such purpose; Second - To the Subordinated Guarantee Agent shall have no obligation to make any disbursements from the Guarantee Collection Account to any Credit Party. The Subordinated Guarantee Agent may reserve from deposits subaccounts established for each issue of Senior Indebtedness in the Guarantee Collection Senior Principal Account and Senior Sinking Fund Account, an amount necessaryof Authority Revenues equal to the Principal Accrual on the Outstanding Senior Indebtedness to and including the first day of the next calendar month, determined and all such deposits shall be adjusted to give credit for any other available money then in the reasonable discretion principal or sinking fund account or subaccount or otherwise available and designated to be used for such purpose; Third - To each Account in the Senior Debt Service Reserve Fund, (i) an amount of the Subordinated Guarantee Agent, Authority Revenues equal to satisfy any asserted contingent indemnity or reimbursement claims for which it would be entitled to reimbursement pursuant to Section 7 (upon the liquidation of such claims), which reserved amount (x) may be applied by 1/60 of the Subordinated Guarantee Agent amount (or such greater amount specified in the Supplemental Agreement authorizing any Senior Bonds), if any, necessary to pay any such indemnity or reimbursement claims restore the amount on deposit therein to the related Debt Service Reserve Requirement in the event of an increase in the applicable Debt Service Reserve Requirement upon the liquidation thereof issuance of additional Senior Bonds, and (y) shall not be disbursed except as provided in Section 5.04(c), 1/12 of the amount, if any, necessary to any Credit Party until such indemnity or reimbursement claims are either liquidated and paid in full or otherwise satisfied. The Subordinated Guarantee Agent shall provide written notice restore the amount on deposit therein to the Ultimate Parent related Debt Service Reserve Requirement in the event of any such reserved amount, including a description of such contingent indemnity or reimbursement claims. The agreements in this Section 6.2(a) shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Subordinated Guarantee Agent hereunder and, notwithstanding any such event, any amounts reserved pursuant to this Section 6.2(a) shall continue to be held by the Subordinated Guarantee Agent until the earlier of (i) application in accordance with this Section 6.2(a) deficiency and (ii) such time the amount of proceeds of any Senior Bonds as such contingent indemnity required by the applicable Supplemental Agreement; Fourth - To the subaccounts established for each issue of Senior Subordinate Indebtedness in the Senior Subordinate Interest Account, (i) an amount of Authority Revenues equal to the Interest Accrual on all the Outstanding Senior Subordinate Indebtedness to and including the first day of the next calendar month; (ii) the amount of any payments or reimbursement claim has been extinguished, reimbursements due in the next ensuing month to each Enhancement Facility Provider to the extent such payment or reimbursement obligation constitutes Senior Subordinate Indebtedness hereunder; (iii) the amount of any payments due in the next ensuing month under any Hedge Agreement or Qualified Swap secured on a parity with Senior Subordinate Indebtedness, and all such deposits shall be adjusted to give credit for any other available money then in such interest account or subaccount or otherwise available and designated to be used for such purpose; Fifth - To the subaccounts established for each issue of Senior Subordinate Indebtedness in the Senior Subordinate Principal Account and Senior Subordinate Sinking Fund Account, an amount of Authority Revenues equal to the Principal Accrual on the outstanding Senior Subordinate Indebtedness to and including the first day of the next calendar month, and all such deposits shall be adjusted to give credit for any other available money then in the principal or sinking fund account or subaccount or otherwise available and designated to be used for such purpose; Sixth - To each Account in the Senior Subordinate Debt Service Reserve Fund (i) an amount of Authority Revenues equal to (x) 1/60 of the amount (or such greater amount specified in the Supplemental Agreement authorizing any Senior Subordinate Bonds), if any, necessary to restore the amount on deposit therein to the related Debt Service Reserve Requirement in the event of an increase in the applicable Debt Service Reserve Requirement upon the issuance of additional Senior Subordinate Bonds, and (y) except as provided in Section 5.06(c), 1/12 of the amount, if any, necessary to restore the amount on deposit therein to the related Debt Service Reserve Requirement in the event of any other deficiency and (ii) the amount of proceeds of any Senior Subordinate Bonds as required by the applicable Supplemental Agreement; Seventh - To the subaccounts established for each issue of Subordinate Indebtedness in the Subordinate Interest Account, (i) an amount of Authority Revenues equal to the Interest Accrual on all the Outstanding Subordinate Indebtedness to and including the first day of the next calendar month; (ii) the amount of any payments or reimbursements due in the next ensuing month to each Enhancement Facility Provider to the extent such payment or reimbursement obligation constitutes Subordinate Indebtedness hereunder; and (iii) the amount of any payments due in the next ensuing month under any Hedge Agreement or Qualified Swap secured on a parity with Subordinate Indebtedness, and all such deposits shall be adjusted to give credit for any other available money then in such interest account or subaccount or otherwise available and designated to be used for such purpose; Eighth - To the subaccounts established for each issue of Subordinate Indebtedness in the Subordinate Principal Account and Subordinate Sinking Fund Account, an amount of Authority Revenues equal to the Principal Accrual on the Outstanding Subordinate Indebtedness to and including the first day of the next calendar month, and all such deposits shall be adjusted to give credit for any other available money then in the principal or sinking fund account or subaccount or otherwise available and designated to be used for such purpose; Ninth – To each Account in the Subordinate Debt Service Reserve Fund (i) an amount of Authority Revenues equal to (x) 1/60 of the amount (or such greater amount specified in the Supplemental Agreement authorizing such additional Subordinate Bonds), if any, necessary to restore the amount on deposit therein to the related Debt Service Reserve Requirement in the event of an increase in the applicable Debt Service Reserve Requirement upon the issuance of additional Subordinate Bonds, and (y) except as provided in Section 5.08(c), 1/12 of the amount, if any, necessary to restore the amount on deposit therein to the related Debt Service Reserve Requirement in the event of any other deficiency and (ii) the amount of proceeds of any Subordinate Bonds as required by the applicable Supplemental Agreement; Tenth - To the credit of the Current Expense Fund, an amount of Authority Revenues equal to the amount set forth in the most recent Disbursement Schedule prepared in accordance with Section 7.02(j) to pay Current Expenses of the Systems for the current and next two succeeding months; Eleventh – To the credit of the Operating Reserve Fund, an amount of Authority Revenues equal to that which is necessary to make the balance on deposit therein equal to the Operating Reserve Requirement; Twelfth - To the Capital Improvement Fund (i) an amount of Authority Revenues equal to that which is necessary to make the balance on deposit therein equal to the Capital Improvement Fund Requirement for the Fiscal Year as set forth in the applicable Annual Budget in equal monthly deposits over such amounts reserved exceed Fiscal Year; Thirteenth - To the Commonwealth Payments Fund (i) (A) any Authority Revenues received by the Authority from the Commonwealth of Puerto Rico on account of Outstanding Commonwealth Guaranteed Indebtedness and (B) an amount of Operating Revenues sufficient to pay (x) the Interest Accrual on Commonwealth Guaranteed Indebtedness in respect of the next Interest Payment Date and (y) the Principal Accrual on Commonwealth Guaranteed Indebtedness in respect of the next principal payment date, and all such deposits in this paragraph shall be adjusted to give credit for any other available money then in such account or otherwise available and designated to be used for such purpose and (ii) (A) any Authority Revenues received by the Authority from the Commonwealth of Puerto Rico on account of Outstanding Commonwealth Supported Obligations and (B) an amount of Operating Revenues sufficient to pay (x) the Interest Accrual on Commonwealth Supported Obligations in respect of the next Interest Payment Date and (y) the Principal Accrual on Commonwealth Supported Obligations in respect of the next principal payment date, and all such deposits in this paragraph shall be adjusted to give credit for any other available money then in such account or otherwise available and designated to be used for such purpose; and Fourteenth - To the Surplus Fund, any remaining asserted contingent indemnity or reimbursement claims as determined by the Subordinated Guarantee Agent in its reasonable discretionbalance.

Application of Moneys. (a) Subject to Section 5, the Subordinated Guarantee Agent The Collateral Trustee shall have the right (pursuant to Section 4.7) at any time to apply moneys held by it in the Guarantee Collection Collateral Account to the payment of due and unpaid Subordinated Guarantee Agent Trustee Fees. The Subordinated Guarantee Agent Collateral Trustee shall provide written notice to the Ultimate Parent and each Administrative Agent Company of any such application applications of moneys. Until all due and unpaid Subordinated Guarantee Agent Fees are fully paid All moneys held by the Collateral Trustee in cash or otherwise satisfiedthe Collateral Account while a Notice of Acceleration is in effect shall, to the Subordinated Guarantee Agent shall have no obligation extent available for distribution (it being understood that the Collateral Trustee may liquidate investments prior to maturity in order to make any disbursements from the Guarantee Collection Account to any Credit Party. The Subordinated Guarantee Agent may reserve from deposits in the Guarantee Collection Account an amount necessary, determined in the reasonable discretion of the Subordinated Guarantee Agent, to satisfy any asserted contingent indemnity or reimbursement claims for which it would be entitled to reimbursement pursuant to Section 7 (upon the liquidation of such claims), which reserved amount (x) may be applied by the Subordinated Guarantee Agent to pay any such indemnity or reimbursement claims upon the liquidation thereof and (y) shall not be disbursed to any Credit Party until such indemnity or reimbursement claims are either liquidated and paid in full or otherwise satisfied. The Subordinated Guarantee Agent shall provide written notice to the Ultimate Parent of any such reserved amount, including a description of such contingent indemnity or reimbursement claims. The agreements in this Section 6.2(a) shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Subordinated Guarantee Agent hereunder and, notwithstanding any such event, any amounts reserved distribution pursuant to this Section 6.2(a3.4(b)) shall continue to be held and unless otherwise directed by the Subordinated Guarantee Agent until Directing Parties, as provided herein, be distributed (subject to the earlier provisions of Sections 3.5 and 3.7) by the Collateral Trustee on each Distribution Date in the following order of priority (iwith such distributions being made by the Collateral Trustee to the respective Primary Holder Representatives for the Secured Parties entitled thereto and the Secured Hedge Providers, as provided in Section 3.4(d), and each such Primary Holder Representative shall be responsible for insuring that amounts distributed to it are distributed to its Secured Parties in the order of priority set forth below): First: to the Collateral Trustee (and other trustees appointed pursuant to this Agreement) application for any unpaid Trustee Fees (including as provided in accordance with this Section 6.2(a5.3) and then to any Secured Party that has theretofore advanced or paid any Trustee Fees constituting administrative expenses allowable under Section 503(b) of the Bankruptcy Code, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to pay such amounts in full, then ratably to such Secured Parties in proportion to the amounts of such Trustee Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date; Second: to any Secured Party which has theretofore advanced or paid any Trustee Fees other than such administrative expenses, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to pay such amounts in full, then ratably to such Secured Parties in proportion to the amounts of such Trustee Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date; Third: to any Primary Holder Representative for any unpaid expenses payable to such Person pursuant to the Secured Instruments and, if such moneys shall be insufficient to pay such amounts in full, then ratably to such Persons in proportion to the unpaid amounts thereof on such Distribution Date; Fourth: to the holders of Secured Obligations in an amount equal to the unpaid principal and unpaid interest on and premium and other charges, if any, and reimbursement obligations (iiincluding, without limitation, the obligation to cash collateralize undrawn letters of credit) with respect to the Secured Obligations, outstanding termination amounts in respect of Hedging Obligations, interest and fees thereon and all other amounts constituting Secured Obligations (including but not limited to indemnities and payments for increased costs), in each case to the extent the same are due and payable, as of such time Distribution Date, and, if such moneys shall be insufficient to pay such amounts in full, then ratably to such holders in proportion to the unpaid amounts thereof on such Distribution Date; Fifth: all other amounts owed to Secured Parties in any capacity; and Sixth: any surplus then remaining shall be paid to the Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. The term “unpaid” as used in clauses Third and Fourth of Section 3.4(b) with respect to the relevant Grantor(s), refers to all amounts of Secured Obligations outstanding as of a Distribution Date, whether or not such contingent indemnity amounts are fixed or reimbursement claim has been extinguishedcontingent, and, in the case of an Insolvency Proceeding, with respect to any Grantor, whether or not such amounts are allowed in such Insolvency Proceeding, to the extent that such amounts reserved exceed prior distributions (whether actually distributed or set aside pursuant to Section 3.5) have not been made in respect thereof. The Collateral Trustee shall make all payments and distributions under this Section 3.4 (i) on account of Credit Agreement Obligations to the Credit Agreement Representative, pursuant to directions of the Credit Agreement Representative, for re-distribution in accordance with the provisions of the Credit Agreement; (ii) on account of any remaining asserted contingent indemnity or reimbursement claims as determined Public Note Obligations to the Public Note Representative, pursuant to directions of the Public Note Representative, for re-distribution in accordance with the provisions of the Public Note Documents and (iii) on account of any Hedging Obligations to the applicable Secured Hedge Providers, pursuant to directions provided by the Subordinated Guarantee Agent in its reasonable discretionCompany and determination of the Outstanding Amount of Hedging Obligations by the Company.

Application of Moneys. (a) Subject to Section 5, the Subordinated Guarantee Agent The Trustee shall have the right at any time to apply moneys of Navistar Financial held by it in the Guarantee Collection Collateral Account to the payment of due and unpaid Subordinated Guarantee Agent Trustee’s Fees. The Subordinated Guarantee Agent shall provide written notice to the Ultimate Parent and each Administrative Agent of any such application of moneys. Until all due and unpaid Subordinated Guarantee Agent Fees are fully paid in cash or otherwise satisfied, the Subordinated Guarantee Agent shall have no obligation to make any disbursements from the Guarantee Collection Account to any Credit Party. The Subordinated Guarantee Agent may reserve from deposits in the Guarantee Collection Account an amount necessary, determined in the reasonable discretion of the Subordinated Guarantee Agent, to satisfy any asserted contingent indemnity or reimbursement claims for which it would be entitled to reimbursement pursuant Subject to Section 7 (upon the liquidation of such claims)6.05, which reserved amount (x) may be applied by the Subordinated Guarantee Agent to pay any such indemnity or reimbursement claims upon the liquidation thereof and (y) shall not be disbursed to any Credit Party until such indemnity or reimbursement claims are either liquidated and paid in full or otherwise satisfied. The Subordinated Guarantee Agent shall provide written notice to the Ultimate Parent of any such reserved amount, including a description of such contingent indemnity or reimbursement claims. The agreements in this Section 6.2(a) shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Subordinated Guarantee Agent hereunder and, notwithstanding any such event, any amounts reserved pursuant to this Section 6.2(a) shall continue to be all remaining moneys held by the Subordinated Guarantee Agent until Trustee in the earlier Collateral Account while a Notice of (i) application Acceleration is in accordance with this Section 6.2(a) and (ii) such time as such contingent indemnity or reimbursement claim has been extinguishedeffect shall, to the extent available for distribution (it being understood that such amounts reserved exceed any remaining asserted contingent indemnity or reimbursement claims as determined the Trustee may liquidate investments prior to maturity in order to make a distribution pursuant to this Section), be distributed by the Subordinated Guarantee Agent Trustee on dates fixed by the Trustee (the first of which shall be within 90 days after the Trustee receives a Notice of Acceleration and the remainder of which shall be monthly thereafter on the day of the month corresponding to the first Distribution Date (or, if there is no such corresponding day, the last day of such month) for such distribution (individually a “Distribution Date” and collectively “Distribution Dates”) in its reasonable discretionthe following order of priority: First: to any Secured Party which has theretofore advanced or paid any unpaid Trustee’s Fees constituting administrative expenses allowable under Section 503(b) of the Bankruptcy Code, an amount equal to the amount thereof so advanced or paid by such Secured Party prior to such Distribution Date; Second: to any Secured Party which has theretofore advanced or paid any unpaid Trustee’s Fees other than such administrative expenses, an amount equal to the amount thereof so advanced or paid by such Secured Party prior to such Distribution Date; Third: to the Secured Parties entitled thereto, an amount equal to their respective Catch-up Amounts (as defined in subsection (c) below), if any, and, if such moneys shall be insufficient to pay such Catch-up Amounts in full, then to such Secured Parties ratably in proportion to their respective Catch-up Amounts; Fourth: to the Secured Parties entitled thereto in an amount equal to the unpaid principal of, premium, if any, and interest on the Secured Obligations (other than Financial Services Obligations) then outstanding whether or not then due and payable, and all unpaid amounts then due and payable by Navistar Financial in respect of the Financial Services Obligations, and all unpaid fees and expenses of any Indenture Trustee under any Debt Indenture, and, if such moneys shall be insufficient to pay such principal, premium, interest and other amounts in full, then ratably (without priority of any one over any other, except in accordance with applicable subordination provisions) to the Secured Parties in proportion to the unpaid amounts thereof on such Distribution Date; Fifth: to the Secured Parties, amounts equal to all other sums then due and payable in respect of the Secured Obligations, including, without limitation, the costs and expenses of the Secured Parties and their representatives which are due and payable under the relevant Secured Instruments as of such Distribution Date and, if such moneys shall be insufficient to pay such sums in full, then ratably to the Secured Parties in proportion to such sums; and Sixth: any surplus then remaining shall be paid to Navistar Financial or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, no amounts received from Navistar Financial shall be applied to Excluded Swap Obligations of Navistar Financial.

Application of Moneys. (a) Subject to Section 5, the Subordinated Guarantee Agent shall have the right at any time to apply All moneys held by it the Trustee in the Guarantee Collection Collateral Account or received by the Trustee with respect to the payment Collateral while a Notice of due and unpaid Subordinated Guarantee Agent Fees. The Subordinated Guarantee Agent shall provide written notice to the Ultimate Parent and each Administrative Agent of any such application of moneys. Until all due and unpaid Subordinated Guarantee Agent Fees are fully paid Acceleration is in cash or otherwise satisfied, the Subordinated Guarantee Agent shall have no obligation to make any disbursements from the Guarantee Collection Account to any Credit Party. The Subordinated Guarantee Agent may reserve from deposits in the Guarantee Collection Account an amount necessary, determined in the reasonable discretion of the Subordinated Guarantee Agent, to satisfy any asserted contingent indemnity or reimbursement claims for which it would be entitled to reimbursement pursuant to Section 7 (upon the liquidation of such claims), which reserved amount (x) may be applied by the Subordinated Guarantee Agent to pay any such indemnity or reimbursement claims upon the liquidation thereof and (y) shall not be disbursed to any Credit Party until such indemnity or reimbursement claims are either liquidated and paid in full or otherwise satisfied. The Subordinated Guarantee Agent shall provide written notice to the Ultimate Parent of any such reserved amount, including a description of such contingent indemnity or reimbursement claims. The agreements in this Section 6.2(a) shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Subordinated Guarantee Agent hereunder and, notwithstanding any such event, any amounts reserved pursuant to this Section 6.2(a) shall continue to be held by the Subordinated Guarantee Agent until the earlier of (i) application in accordance with this Section 6.2(a) and (ii) such time as such contingent indemnity or reimbursement claim has been extinguishedeffect shall, to the extent available for distribution (it being understood that the Trustee may liquidate investments prior to maturity in order to make a distribution pursuant to this subsection 3.4), be distributed (subject to the provisions of subsections 3.5 and 3.6) by the Trustee on each Distribution Date in the following order of priority (with such distributions being made by the Trustee to the respective Holder Representatives, if applicable, for the Secured Parties entitled thereto as provided in subsection 3.4(c), and each such Holder Representative shall be responsible for insuring that amounts distributed to it are distributed to its Secured Parties in the order of priority set forth below): FIRST: to the Trustee for any unpaid Trustee Fees and then to any Secured Party, which has theretofore advanced or paid any Trustee Fees constituting administrative expenses allowable under Section 503(b) of the Bankruptcy Code, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to pay such amounts reserved exceed in full, then ratably (without priority of any remaining asserted contingent indemnity or reimbursement claims as determined one over any other) to such Secured Parties in proportion to the amounts of such Trustee Fees advanced by the Subordinated Guarantee Agent respective Secured Parties and remaining unpaid on such Distribution Date; SECOND: to any Secured Party which has theretofore advanced or paid any Trustee Fees other than such administrative expenses, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to pay such amounts in its reasonable discretion.full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the amounts of such Trustee Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date;

Application of Moneys. (a) Subject to Section 5Promptly following receipt by the Collateral Trustee of a written request from the Company or the Directing Parties, the Subordinated Guarantee Agent Company shall have the right at any time be permitted to apply moneys held by it in the Guarantee Collection Account to the payment of due and unpaid Subordinated Guarantee Agent Fees. The Subordinated Guarantee Agent shall provide written notice to the Ultimate Parent and each Administrative Agent of any such application of moneys. Until all due and unpaid Subordinated Guarantee Agent Fees are fully paid in cash or otherwise satisfied, the Subordinated Guarantee Agent shall have no obligation to make any disbursements instruct that amounts from the Guarantee Collection Prepayment Deposit Account be distributed to any Credit Party. The Subordinated Guarantee Agent may reserve from deposits in the Guarantee Collection Account an amount necessary, determined in the reasonable discretion of the Subordinated Guarantee Agent, to satisfy any asserted contingent indemnity or reimbursement claims for which it would be entitled to reimbursement pursuant to Section 7 (upon the liquidation of such claims), which reserved amount (x) may the Credit Agreement Representative and the Public Note Representative in such respective amounts as the Company or the Directing Parties, as applicable, shall notify the Collateral Trustee for application in accordance with the Primary Secured Instruments (and each of the Credit Agreement Representative and the Public Note Representative shall be applied responsible for insuring that amounts distributed to it are distributed to the respective holders of Primary Secured Obligations as required by the Subordinated Guarantee Agent to pay any such indemnity or reimbursement claims upon the liquidation thereof Primary Secured Instruments) and (y) in the case of any Prepayment Deposit Excess Amount, to the Company. At any time while a Notice of Acceleration is not in effect, the Collateral Trustee shall take direction under this Section 3.4A from the Company. At any time while a Notice of Acceleration is in effect, the Collateral Trustee shall take direction only from the Directing Parties and the Company shall not be disbursed entitled to request any distribution from the Prepayment Deposit Account. The Secured Hedge Providers shall not be entitled to make any withdrawal from, or be entitled to any Credit Party amounts in the Prepayment Deposit Account unless and until such indemnity or reimbursement claims the Primary Secured Obligations are either liquidated and paid in full. Upon payment in full or otherwise satisfied. The Subordinated Guarantee Agent shall provide written notice to the Ultimate Parent of any such reserved amount, including a description of such contingent indemnity or reimbursement claims. The agreements in this Section 6.2(a) shall survive the termination of the other provisions Primary Secured Obligations without the exercise of this Agreement and remedies against the resignation or removal of Collateral, all amounts in the Subordinated Guarantee Agent hereunder and, notwithstanding any such event, any amounts reserved pursuant to this Section 6.2(a) Prepayment Deposit Account shall continue to be held transferred by the Subordinated Guarantee Agent until the earlier of Collateral Trustee to (i) if a Notice of Acceleration is in effect, the Collateral Account for application as set forth in accordance with this Section 6.2(a) 3 and (ii) such time as such contingent indemnity or reimbursement claim has been extinguishedif no Notice of Acceleration is in effect, to the extent that such amounts reserved exceed any remaining asserted contingent indemnity or reimbursement claims as determined by the Subordinated Guarantee Agent in its reasonable discretionCompany.

Application of Moneys. (a) Subject to Section 5, the Subordinated Guarantee Agent The Trustee shall have the right at any time to apply moneys of Navistar Financial held by it in the Guarantee Collection Collateral Account to the payment of due and unpaid Subordinated Guarantee Agent Trustee’s Fees. The Subordinated Guarantee Agent shall provide written notice to the Ultimate Parent and each Administrative Agent of any such application of moneys. Until all due and unpaid Subordinated Guarantee Agent Fees are fully paid in cash or otherwise satisfied, the Subordinated Guarantee Agent shall have no obligation to make any disbursements from the Guarantee Collection Account to any Credit Party. The Subordinated Guarantee Agent may reserve from deposits in the Guarantee Collection Account an amount necessary, determined in the reasonable discretion of the Subordinated Guarantee Agent, to satisfy any asserted contingent indemnity or reimbursement claims for which it would be entitled to reimbursement pursuant Subject to Section 7 (upon the liquidation of such claims)6.05, which reserved amount (x) may be applied by the Subordinated Guarantee Agent to pay any such indemnity or reimbursement claims upon the liquidation thereof and (y) shall not be disbursed to any Credit Party until such indemnity or reimbursement claims are either liquidated and paid in full or otherwise satisfied. The Subordinated Guarantee Agent shall provide written notice to the Ultimate Parent of any such reserved amount, including a description of such contingent indemnity or reimbursement claims. The agreements in this Section 6.2(a) shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Subordinated Guarantee Agent hereunder and, notwithstanding any such event, any amounts reserved pursuant to this Section 6.2(a) shall continue to be all remaining moneys held by the Subordinated Guarantee Agent until Trustee in the earlier Collateral Account while a Notice of (i) application Acceleration is in accordance with this Section 6.2(a) and (ii) such time as such contingent indemnity or reimbursement claim has been extinguishedeffect shall, to the extent available for distribution (it being understood that such amounts reserved exceed any remaining asserted contingent indemnity or reimbursement claims as determined the Trustee may liquidate investments prior to maturity in order to make a distribution pursuant to this Section), be distributed by the Subordinated Guarantee Agent Trustee on dates fixed by the Trustee (the first of which shall be within 90 days after the Trustee receives a Notice of Acceleration and the remainder of which shall be monthly thereafter on the day of the month corresponding to the first Distribution Date (or, if there is no such corresponding day, the last day of such month) for such distribution (individually a “Distribution Date” and collectively “Distribution Dates”) in its reasonable discretionthe following order of priority: First: to any Secured Party which has theretofore advanced or paid any unpaid Trustee’s Fees constituting administrative expenses allowable under Section 503(b) of the Bankruptcy Code, an amount equal to the amount thereof so advanced or paid by such Secured Party prior to such Distribution Date; Second: to any Secured Party which has theretofore advanced or paid any unpaid Trustee’s Fees other than such administrative expenses, an amount equal to the amount thereof so advanced or paid by such Secured Party prior to such Distribution Date; Third: to fee Secured Parties entitled thereto, an amount equal to their respective Catch-up Amounts (as defined in subsection (c) below), if any, and, if such moneys shall be insufficient to pay such Catch-up Amounts in full, then to such Secured Parties ratably in proportion to their respective Catch-up Amounts; Fourth: to the Secured Parties entitled thereto in an amount equal to the unpaid principal of, premium, if any, and interest on fee Secured Obligations (other than Financial Services Obligations) then outstanding whether or not then due and payable, and all unpaid amounts then due and payable by Navistar Financial in respect of the Financial Services Obligations, and all unpaid fees and expenses of any Indenture Trustee under any Debt Indenture, and, if such moneys shall be insufficient to pay such principal, premium, interest and other amounts in full, then ratably (without priority of any one over any other, except in accordance with applicable subordination provisions) to the Secured Parties in proportion to the unpaid amounts thereof on such Distribution Date; Fifth: to the Secured Parties, amounts equal to all other sums then due and payable in respect of the Secured Obligations, including, without limitation, the costs and expenses of the Secured Parties and their representatives which are due and payable under the relevant Secured Instruments as of such Distribution Date and, if such moneys shall be insufficient to pay such sums in full, then ratably to the Secured Parties in proportion to such sums; and Sixth: any surplus then remaining shall be paid to Navistar Financial or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Application of Moneys. (a) Subject to Section 5Upon the occurrence and during the continuance of a Related Event of Default, the Subordinated Guarantee Agent Indenture Trustee shall have establish and maintain one or more Related Collateral Accounts in respect of the right at Notes of each particular Series into which shall be deposited all Related Collections (and the proceeds of and interest on any time Permitted Investments thereof) such that the Related Collections required herein to apply moneys held by it in the Guarantee Collection Account be applied to the payment of due and unpaid Subordinated Guarantee Agent FeesRelated Obligations Secured shall be segregated. The Subordinated Guarantee Agent shall provide written notice All moneys standing in the Related Collection Accounts attributable to the Ultimate Parent and each Administrative Agent Related Asset Interests at the time of any such application a Related Event of moneys. Until all due and unpaid Subordinated Guarantee Agent Fees are fully paid in cash or otherwise satisfied, the Subordinated Guarantee Agent Default shall have no obligation to make any disbursements from the Guarantee Collection Account to any Credit Party. The Subordinated Guarantee Agent may reserve from deposits in the Guarantee Collection Account an amount necessary, determined in the reasonable discretion of the Subordinated Guarantee Agent, to satisfy any asserted contingent indemnity or reimbursement claims for which it would be entitled to reimbursement pursuant to Section 7 (upon the liquidation of such claims), which reserved amount (x) may be applied by the Subordinated Guarantee Agent to pay any such indemnity or reimbursement claims upon the liquidation thereof and (y) shall not be disbursed to any Credit Party until such indemnity or reimbursement claims are either liquidated and paid in full or otherwise satisfied. The Subordinated Guarantee Agent shall provide written notice transferred to the Ultimate Parent of any such reserved amount, including a description of such contingent indemnity or reimbursement claims. The agreements in this Section 6.2(a) shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Subordinated Guarantee Agent hereunder and, notwithstanding any such event, any amounts reserved pursuant to this Section 6.2(a) shall continue to be held by the Subordinated Guarantee Agent until the earlier of (i) application appropriate Related Collateral Accounts in accordance with this Section 6.2(a) the Related Securitization Agreements. All further Related Collections and (ii) such time as such contingent indemnity or reimbursement claim has been extinguished, the proceeds of sale of any Related Collateral shall be deposited to the extent that such amounts reserved exceed any remaining asserted contingent indemnity or reimbursement claims Related Collateral Account in accordance with the Related Securitization Agreement, all as determined by the Subordinated Guarantee Agent Indenture Trustee, which determination shall be conclusive for purposes of this Indenture, absent manifest error. The Indenture Trustee (and any receiver appointed by it pursuant to this Indenture) shall have sole access to such accounts and shall apply the moneys therein for the benefit of the Specified Creditors as provided in its reasonable discretionthe Related Supplement and the Related Securitization Agreement. Notwithstanding the foregoing, all moneys received on account of Related Asset Interests which have been assigned to a Related Credit Enhancer pursuant to a Related Credit Enhancement Agreement shall not be deposited to a Related Collateral Account but shall be remitted by the Trust or the Indenture Trustee to the Related Credit Enhancer entitled thereto. All moneys standing in a Related Collateral Account or otherwise received by the Indenture Trustee (or any receiver appointed by it pursuant to this Indenture) pursuant to this Article 9 shall be applied in the manner and priorities indicated in the Related Supplement and the Related Securitization Agreement.