Common use of Effective Date of Election Clause in Contracts

Effective Date of Election. 1 Applicable only if a conversion to or continuation of a Eurodollar Rate Borrowing and only on or after the Interest Rate Determination Date. 2 If a Eurodollar Rate Borrowing, specify last day of current Interest Period. 3 If different options are being elected with respect to different portions of the existing Borrowing, indicate the portions thereof to be allocated to each resulting Borrowing. 4 Base Rate Borrowing or Eurodollar Rate Borrowing. If different options are being elected with respect to different portions of the existing Borrowing, specify type for each resulting new Borrowing. 5 Applicable only if the resulting Borrowing is to be a Eurodollar Rate Borrowing, and subject to the definition of “Interest Period”. If different options are being elected with respect to different portions of the existing Borrowing, specify for each resulting Borrowing. Date: [ ], 201[ ] NAVISTAR, INC. By: Name: Title: [Authorized Officer] Reference is made to the Credit Agreement dated as of August 17, 2012 (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Navistar, Inc., a Delaware corporation (the “Borrower”), Navistar International Corporation, a Delaware corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. Pursuant to Section 2.1 of the Credit Agreement, the Borrower desires that Lenders make the following Tranche B Term Loans to the Borrower in accordance with the applicable terms and conditions of the Credit Agreement on [ ], 201[ ] (the “Credit Date”): Tranche B Term Loans ¨ Base Rate Loans: $[ , , ] ¨ Eurodollar Rate Loans, with an initial Interest Period of month(s): $[ , , ] The Borrower hereby certifies that: (a) the representations and warranties of each Credit Party set forth in the Credit Documents are true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Credit Date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty was so true and correct on and as of such earlier date; and (b) at the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing or would result therefrom. Date: [ ], 2012 NAVISTAR, INC. By: Name: Title: [Authorized Officer] SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Defined Terms 1 SECTION 2.01. Guarantee 7 SECTION 2.02. Guarantee of Payment; Continuing Guarantee 8 SECTION 2.03. No Limitations 8 SECTION 2.04. Reinstatement 9 SECTION 2.05. Agreement to Pay; Subrogation 9 SECTION 2.06. Information 9 SECTION 3.01. Pledge 10 SECTION 3.02. Delivery of the Pledged Collateral 11 SECTION 3.03. Representations and Warranties 12 SECTION 3.04. Certification of Limited Liability Company and Limited Partnership Interests 13 SECTION 3.05. Registration in Nominee Name; Denominations 13 SECTION 3.06. Voting Rights; Dividends and Interest 13 SECTION 4.01. Security Interest 15 SECTION 4.02. Representations and Warranties 17 SECTION 4.03. Covenants 19 SECTION 4.04. Other Actions 21 SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral 23 SECTION 5.01. Remedies Upon Default 25 SECTION 5.02. Application of Proceeds 26 SECTION 5.03. Grant of License to Use Intellectual Property 27 SECTION 5.04. Securities Act 27 SECTION 6.01. Indemnity and Subrogation 28 SECTION 6.02. Contribution and Subrogation 29 SECTION 6.03. Subordination 29 SECTION 7.01. Notices 29 SECTION 7.02. Waivers; Amendment 29 SECTION 7.03. Collateral Agent’s Fees and Expenses; Indemnification 30 SECTION 7.04. Survival 31 SECTION 7.05. Counterparts; Effectiveness; Successors and Assigns 32 SECTION 7.06. Severability 32 SECTION 7.07. Right of Set-Off 32 SECTION 7.08. Governing Law; Jurisdiction; Consent to Service of Process 32 SECTION 7.09. WAIVER OF JURY TRIAL 33 SECTION 7.10. Headings 34 SECTION 7.11. Security Interest Absolute 34 SECTION 7.12. Termination or Release 34 SECTION 7.13. Additional Subsidiaries 35 SECTION 7.14. Collateral Agent Appointed Attorney-in-Fact 35 SECTION 7.15. Certain Acknowledgments and Agreements 36 SECTION 7.16. ABL Collateral 36 SECTION 7.17. Collateral Modification 37 SECTION 7.18. Certain Restrictions 37 Schedules Schedule I Subsidiary Credit Parties Schedule II Pledged Capital Stock; Pledged Debt Securities Schedule III Intellectual Property Schedule IV Commercial Tort Claims Exhibits Exhibit I Form of Supplement Exhibit II Form of Patent and Trademark Security Agreement Exhibit III Form of Copyright Security Agreement GUARANTEE AND COLLATERAL AGREEMENT dated as of August 17, 2012 (this “Agreement”), among NAVISTAR, INC., a Delaware corporation (the “Borrower”), NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (“Parent”), certain other SUBSIDIARIES from time to time party hereto and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Collateral Agent. Reference is made to the Credit Agreement dated as of August 17, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Parent, the Lenders from time to time party thereto and JPMCB, as Administrative Agent and Collateral Agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Credit Parties (other than the Borrower) are Affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

Effective Date of Election. 1 Applicable only if a conversion to or continuation of a Eurodollar Rate Borrowing and only on or after the Interest Rate Determination Date. 2 If a Eurodollar Rate Borrowing, specify last day of current Interest Period. 3 If different options are being elected with respect to different portions The Borrower hereby certifies that as of the existing Borrowingdate hereof, indicate no event has occurred and is continuing or would result from the portions thereof to be allocated to each resulting Borrowing. 4 Base Rate Borrowing or Eurodollar Rate Borrowing. If different options are being elected with respect to different portions consummation of the existing Borrowing, specify type for each resulting new Borrowingconversion and/or continuation contemplated hereby that would constitute an Event of Default. 5 Date: [mm/dd/yy] By: Name: Title: [Authorized Officer] 39 Applicable only if the resulting Borrowing is to be a Eurodollar Rate Borrowing, and subject to the definition of “Interest Period”. If different options are being elected with respect to different portions of the existing Borrowing, specify for each resulting Borrowing. Date: [ ]This COUNTERPART AGREEMENT, 201[ dated [mm/dd/yy] NAVISTAR, INC. By: Name: Title: [Authorized Officer] Reference (this “Counterpart Agreement”) is made delivered pursuant to the that certain Credit and Guarantee Agreement dated as of August 17December 15, 2012 2010 (as it may be amended, supplemented or otherwise modified from time to timemodified, the “Credit Agreement”), among Navistar▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation INC. (the “Borrower”), Navistar International Corporation, a Delaware corporationcertain SUBSIDIARIES of the Borrower party thereto, the Lenders LENDERS party thereto and JPMorgan Chase Bankthereto, N.A.▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA and SUNTRUST BANK, as Co-Syndication Agents, and ▇▇▇▇▇ FARGO SECURITIES, LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC., FIFTH THIRD BANK, ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC and UBS SECURITIES LLC, as Arrangers. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. SECTION 1. Pursuant to In accordance with Section 2.1 5.8 of the Credit Agreement, the Borrower desires that Lenders make undersigned by its signature below becomes a Guarantor Subsidiary under the following Tranche B Term Loans to the Borrower in accordance Credit Agreement with the applicable same force and effect as if originally named therein as a Guarantor Subsidiary, and the undersigned hereby (a) agrees to all the terms and conditions provisions of the Credit Agreement on [ ]applicable to it as a Guarantor Subsidiary (and, 201[ ] accordingly, as a Credit Party) thereunder and (b) in furtherance of the “foregoing, hereby irrevocably and unconditionally guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties, jointly and severally with the other Guarantor Subsidiaries, the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), all in accordance with, and subject to the provisions of, Section 7 of the Credit Date”): Tranche B Term Loans ¨ Base Rate Loans: $[ , , ] ¨ Eurodollar Rate Loans, with an initial Interest Period of month(s): $[ , , ] Agreement. SECTION 2. The Borrower undersigned hereby certifies that: (a) represents and warrants that the representations and warranties of each Credit Party set forth in the Credit Agreement and in the other Credit Documents and applicable to the undersigned are true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case respects on and as of the Credit Datedate hereof to the same extent as though made on and as of the date hereof, except in to the case of any extent such representation representations and warranty that expressly relates warranties specifically relate to an earlier date, in which case such representation representations and warranty was so warranties were true and correct in all material respects on and as of such earlier date; andprovided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (b) at SECTION 3. The undersigned agrees to execute any and all further documents, agreements and instruments, and take all such further actions, that the time of and immediately after giving effect to such Credit Extension, no Default or Event of Default shall have occurred and be continuing or would result therefrom. Date: [ ], 2012 NAVISTAR, INC. By: Name: Title: [Authorized Officer] SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Defined Terms 1 SECTION 2.01. Guarantee 7 SECTION 2.02. Guarantee of Payment; Continuing Guarantee 8 SECTION 2.03. No Limitations 8 SECTION 2.04. Reinstatement 9 SECTION 2.05. Agreement to Pay; Subrogation 9 SECTION 2.06. Information 9 SECTION 3.01. Pledge 10 SECTION 3.02. Delivery of the Pledged Collateral 11 SECTION 3.03. Representations and Warranties 12 SECTION 3.04. Certification of Limited Liability Company and Limited Partnership Interests 13 SECTION 3.05. Registration in Nominee Name; Denominations 13 SECTION 3.06. Voting Rights; Dividends and Interest 13 SECTION 4.01. Security Interest 15 SECTION 4.02. Representations and Warranties 17 SECTION 4.03. Covenants 19 SECTION 4.04. Other Actions 21 SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral 23 SECTION 5.01. Remedies Upon Default 25 SECTION 5.02. Application of Proceeds 26 SECTION 5.03. Grant of License to Use Intellectual Property 27 SECTION 5.04. Securities Act 27 SECTION 6.01. Indemnity and Subrogation 28 SECTION 6.02. Contribution and Subrogation 29 SECTION 6.03. Subordination 29 SECTION 7.01. Notices 29 SECTION 7.02. Waivers; Amendment 29 SECTION 7.03. Collateral Agent’s Fees and Expenses; Indemnification 30 SECTION 7.04. Survival 31 SECTION 7.05. Counterparts; Effectiveness; Successors and Assigns 32 SECTION 7.06. Severability 32 SECTION 7.07. Right of Set-Off 32 SECTION 7.08. Governing Law; Jurisdiction; Consent to Service of Process 32 SECTION 7.09. WAIVER OF JURY TRIAL 33 SECTION 7.10. Headings 34 SECTION 7.11. Security Interest Absolute 34 SECTION 7.12. Termination or Release 34 SECTION 7.13. Additional Subsidiaries 35 SECTION 7.14. Collateral Agent Appointed Attorney-in-Fact 35 SECTION 7.15. Certain Acknowledgments and Agreements 36 SECTION 7.16. ABL Collateral 36 SECTION 7.17. Collateral Modification 37 SECTION 7.18. Certain Restrictions 37 Schedules Schedule I Subsidiary Credit Parties Schedule II Pledged Capital Stock; Pledged Debt Securities Schedule III Intellectual Property Schedule IV Commercial Tort Claims Exhibits Exhibit I Form of Supplement Exhibit II Form of Patent and Trademark Security Agreement Exhibit III Form of Copyright Security Agreement GUARANTEE AND COLLATERAL AGREEMENT dated as of August 17, 2012 (this “Agreement”), among NAVISTAR, INC., a Delaware corporation (the “Borrower”), NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (“Parent”), certain other SUBSIDIARIES from time to time party hereto and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Collateral Agent. Reference is made to the Credit Agreement dated as of August 17, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Parent, the Lenders from time to time party thereto and JPMCB, as Administrative Agent may reasonably request to effectuate the transactions contemplated by, and Collateral Agentto carry out the intent of, this Counterpart Agreement. SECTION 4. The Lenders have agreed Neither this Counterpart Agreement nor any provision hereof may be waived, amended or modified, and no consent to extend credit to any departure by the Borrower subject to the terms and conditions set forth undersigned therefrom may be made, except in accordance with the Credit Agreement. The obligations Any notice or other communication herein required or permitted to be given shall be given in pursuant to Section 10.1 of the Lenders to extend such credit are conditioned uponCredit Agreement, among other thingsand for all purposes thereof the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Counterpart Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the execution validity, legality and delivery of this Agreement. The Credit Parties (other than the Borrower) are Affiliates enforceability of the Borrowerremaining provisions or obligations, will derive substantial benefits from the extension or of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement such provision or obligation in order to induce the Lenders to extend such creditany other jurisdiction, shall not in any way be affected or impaired thereby. SECTION 5. AccordinglyTHIS COUNTERPART AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, the parties hereto agree as follows:AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.