Common use of Waiver and Estoppel Clause in Contracts

Waiver and Estoppel. (a) Navistar Financial agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar Financial, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Agreement and any action taken by the Trustee with respect to the Collateral.

Waiver and Estoppel. (a1) Navistar Financial agreesThe Borrower, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Agreement and the Borrower hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Bank in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aH) shall not be construed as a waiver of any rights of Navistar Financial the Borrower under any applicable federal bankruptcy law. (b2) Navistar FinancialThe Borrower, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c3) Navistar Financial The Borrower, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Agreement and any action taken by the Trustee Bank with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agrees, to To the extent it may lawfully do sopermitted by applicable law, each Grantor hereby agrees that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement and hereby or any Security Document and, to the extent permitted by applicable law, waives all benefit or advantage of all such laws laws, and each Grantor hereby covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or any Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar Financial, to To the extent it may lawfully do sopermitted by applicable law, each Grantor, on behalf of itself and all who may claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Debenture Document or any Security Document) in connection with this Agreement and the Security Documents, and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Security Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or any Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aSection 2.6(a) shall not be construed as a waiver of any rights of Navistar Financial the Grantors under any applicable federal bankruptcy law or state insolvency law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Security Document) in connection with this Agreement and the Security Documents and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial The Borrower hereby agrees, to the extent it may do so lawfully do soand without violation of its fiduciary obligations, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Trust Agreement, any Guarantee or any Security Document and hereby waives all benefit or advantage of all such laws laws, and the Borrower hereby covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Trustees in this Agreement Trust Agreement, any Guarantee or any Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialThe Borrower, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Trust Agreement or any Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Borrower waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Secured Instrument, any Guarantee or any Security Document) in connection with this Agreement Trust Agreement, the Guarantees and the Security Documents, and any action taken by the Trustee Trustees with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Collateral Agent Agreement or any Security Agreement and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Collateral Agent Agreement or any Security Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Security Agreement or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Collateral Agent Agreement or any Security Agreement and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial Each Grantor waives to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Security Agreement) in connection with this Collateral Agent Agreement and the Security Agreements and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesThe Buyer, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Security Agreement and the Buyer hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Seller in this Security Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (a) Section 5.8 shall not be construed as a waiver of any rights of Navistar Financial the Buyer under any applicable federal bankruptcy law. (b) Navistar FinancialThe Buyer, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Security Agreement and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial The Buyer, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Security Agreement and any action taken by the Trustee Seller with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each of the Credit Parties, each Noteholder and the A-Advanced Lender agrees, to the extent it may lawfully do so, that it will not not, at any time in any manner whatsoever whatsoever, claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or the Security Documents and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or the Security Documents but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialEach of the Credit Parties, each Noteholder and the A-Advanced Lender waives and releases, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in the Security Documents or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or the Security Documents and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each of the Credit Parties, each Noteholder and the A-Advanced Lender waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under the Security Documents) in connection with this Agreement and the Security Documents and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial The Borrower agrees, to the extent it he may lawfully do so, that it he will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisementappraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it him to direct the order in which the Pledged Collateral shall be sold, now or at any time hereafter in force, force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Pledge Agreement, and hereby waives all benefit or advantage of all such laws and laws. The Borrower covenants that it he will not hinder, delay or impede the execution of any power granted to the Trustee Lender in the Note or this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy lawPledge Agreement. (b) Navistar FinancialThe Borrower, to the extent it he may lawfully do so, on behalf of itself himself and all who may claim through or under ithim, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Pledged Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon under any foreclosure or any enforcement of this Agreement Pledge Agreement, and consents and agrees that all of the Pledged Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Borrower waives, to the extent permitted by law, presentment, demand, protest and any notice of any kind (except the notices explicitly expressly required hereunder) in connection with this Pledge Agreement and any action taken by the Trustee Lender with respect to the Pledged Collateral.

Waiver and Estoppel. (a) Navistar Financial The Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Collateral Trust Agreement or any Security Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Trustee in this Collateral Trust Agreement or any Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (a2.7(a) shall not be construed as a waiver of any rights of Navistar Financial the Grantor under any Security Document or applicable federal bankruptcy lawBankruptcy Law. (b) Navistar FinancialThe Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Collateral Trust Agreement or any Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any other Security Document) in connection with this Collateral Trust Agreement and the Security Documents and any action taken by the Collateral Trustee with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Collateral Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or in any other Collateral Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Collateral Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Note Document) in connection with this Agreement and any other Collateral Document and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Subject to the terms of the Collateral Documents, each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Loan Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or any Loan Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aSection 2.04(a) shall not be construed as a waiver of any rights of Navistar Financial the Grantors under any applicable federal bankruptcy law or state insolvency law or any applicable foreign bankruptcy or insolvency law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all Persons under its control who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienorslicensors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Loan Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Loan Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Loan Document) in connection with this Agreement and the Loan Documents and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Collateral Trust Agreement, or any Trust Security Document, and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Trustee in this Collateral Trust Agreement but or any Trust Security Document and will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Trust Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Collateral Trust Agreement or any Trust Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder, under any Secured Instrument or under any other Trust Security Document) in connection with this Collateral Trust Agreement and the Trust Security Documents and any action taken by the Collateral Trustee with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesLessee, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Security Agreement and Lessee hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Lender in this Security Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (a) Section 5.8 shall not be construed as a waiver of any rights of Navistar Financial Lessee under any applicable federal bankruptcy law. (b) Navistar FinancialLessee, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Security Agreement and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial Lessee, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Security Agreement and any action taken by the Trustee Lender with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Security Document and hereby hereby, to the fullest extent permitted by any Applicable Law, waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or any other Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aSection 2.7(a) shall not be construed as a waiver of any rights of Navistar Financial the Grantors under any applicable federal bankruptcy lawBankruptcy Law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any other Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder, under any Secured Instrument or under any other Security Document) in connection with this Agreement and the other Security Documents and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesThe Pledgor, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Agreement and the Pledgor hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Pledgee in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (a) Section 6 shall not be construed as a waiver of any rights of Navistar Financial the Pledgor under any applicable federal Federal bankruptcy law. (b) Navistar FinancialThe Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, including any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial The Pledgor, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderunder any document) in connection with this Agreement and any action taken by the Trustee Pledgee with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesThe Obligated Parties agree, to the extent it they may lawfully do so, that it they will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Collateral Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or any Collateral Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialThe Obligated Parties, to the extent it they may lawfully do so, on behalf of itself themselves and all who may claim through or under itthem, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives waive and releases release all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Collateral Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Collateral Document and consents consent and agrees agree that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives presentmentThe Obligated Parties waive to the extent permitted by applicable law, notice, demand, protest and any presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, protest, or other formalities of any kind (except notices explicitly required hereunderhereunder or under any Collateral Document) in connection with this Agreement and the Collateral Documents and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Subject to the terms of the Credit Documents, each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Credit Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or any Credit Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar Financial. Each Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienorslicensors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any other Credit Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Credit Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives . Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Credit Document or the Financing Orders) in connection with this Agreement and the other Credit Documents and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Trust Security Document and hereby hereby, to the fullest extent permitted by any Applicable Law, waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Trustee in this Agreement or any other Trust Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aSection 2.7(a) shall not be construed as a waiver of any rights of Navistar Financial the Grantors under any applicable federal bankruptcy lawBankruptcy Law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any other Trust Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Trust Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder, under any Secured Instrument or under any other Trust Security Document) in connection with this Agreement and the other Trust Security Documents and any action taken by the Collateral Trustee with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial The Pledgor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisementappraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Pledged Collateral shall be sold, now or at any time hereafter in force, force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Agreement, and hereby waives all benefit or advantage of all such laws and laws. The Pledgor covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Secured Party in the Credit Agreement or this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy lawAgreement. (b) Navistar FinancialThe Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Pledged Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon under any foreclosure or any enforcement of this Agreement Agreement, and consents and agrees that all of the Pledged Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Pledgor waives, to the extent permitted by law, presentment, demand, protest and any notice of any kind (except the notices explicitly expressly required hereunder) in connection with this Agreement and any action taken by the Trustee Secured Party with respect to the Pledged Collateral. The Pledgor waives and agrees not to assert any privileges which it may acquire under Section 9-112 of the UCC.

Waiver and Estoppel. (a) Navistar Financial The Company on behalf of the Credit Parties agrees, to the extent it may lawfully do so, that it will not not, at any time in any manner whatsoever whatsoever, claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or the Collateral Documents and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Joint Collateral Agent or Directing Party in this Agreement or the Collateral Documents but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialEach of the Company on behalf of the Credit Parties, the Administrative Agent on behalf of the Lenders and the Rollover Note Trustee on behalf of the Rollover Noteholders waives and releases, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in the Collateral Documents or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or the Collateral Documents and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial Each of the Company on behalf of the Credit Parties, the Administrative Agent on behalf of the Lenders and the Rollover Note Trustee on behalf of the Rollover Noteholders waives any rights, to the extent permitted by applicable law, to presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under the Secured Documents or the Collateral Documents) in connection with this Agreement and the Collateral Documents and any action taken by the Trustee Joint Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Subject to the terms of the Loan Documents, each Pledgor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Loan Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or any Loan Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aSection 15(a) shall not be construed as a waiver of any rights of Navistar Financial the Pledgors under any applicable federal bankruptcy law or state insolvency law. (b) Navistar FinancialEach Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienorslicensors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Loan Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Loan Document, and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Pledgor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Loan Document) in connection with this Agreement and the Security Documents and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial The Issuer agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisementappraisal, valuation, staystay of execution, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Trustee in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialThe Issuer, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Issuer waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Agreement and any action taken by the Trustee with respect to the Collateral.)

Waiver and Estoppel. (a1) Navistar Financial agreesThe Borrower, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Agreement and the Borrower hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Bank in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aH) shall not be construed as a waiver of any rights of Navistar Financial the Borrower under any applicable federal bankruptcy law. (b2) Navistar FinancialThe Borrower, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c3) Navistar Financial The Borrower, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Agreement and any action taken by the Trustee Bank with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesThe Grantor, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Security Agreement and the Grantor hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Secured Party in this Security Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (a) Section 5.8 shall not be construed as a waiver of any rights of Navistar Financial the Grantor under any applicable federal bankruptcy law. (b) Navistar FinancialThe Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Security Agreement and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial The Grantor, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Security Agreement and any action taken by the Trustee Secured Party with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agrees, to To the extent it may lawfully do sopermitted by applicable law, the Borrower hereby agrees that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which that may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Loan Document, and hereby to the extent permitted by applicable law, waives all benefit or advantage of all such laws laws, and the Borrower hereby covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or any other Loan Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar Financial, to To the extent it may lawfully do sopermitted by applicable law, the Borrower, on behalf of itself and all who may claim through or under it, including, without limitation, including any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any other Loan Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Loan Document and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Borrower waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any other Loan Document) in connection with this Agreement and the other Loan Documents, and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesThe Pledgor, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or or, redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Agreement and the Pledgor hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Agent in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that provided, that, nothing contained in this subsection (a) Section 5.07 shall not be construed as a waiver of any rights of Navistar Financial the Pledgor under any applicable federal Federal bankruptcy law. (b) Navistar FinancialThe Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, including any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety.. EXHIBIT M (c) Navistar Financial The Pledgor, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under the Amended Agreement) in connection with this Agreement and any action taken by the Trustee Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial The Pledgor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisementappraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Pledged Collateral shall be sold, now or at any time hereafter in force, force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Agreement, and hereby waives all benefit or advantage of all such laws and laws. The Pledgor covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Provider in the Credit Agreement, the Base Agreement or this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy lawAgreement. (b) Navistar FinancialThe Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Pledged Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon under any foreclosure or any enforcement of this Agreement Agreement, and consents and agrees that all of the Pledged Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Pledgor waives, to the extent permitted by law, presentment, demand, protest and any notice of any kind (except the notices explicitly expressly required hereunder) in connection with this Agreement and any action taken by the Trustee Provider with respect to the Pledged Collateral. The Pledgor waives and agrees not to assert any privileges which it may acquire under Section 9-112 of the UCC.

Waiver and Estoppel. (a) Navistar Financial agrees, to To the extent it may lawfully do so, that the Borrower agrees that, during any Default Period, it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Security Document, and the Borrower hereby waives all benefit or advantage of all such laws laws, to the extent that it may lawfully do so, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Security Agent in this Agreement or any other Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar Financial, to To the extent it may lawfully do so, the Borrower, on behalf of itself and all who may claim through or under it, it (including, without limitation, any and all subsequent creditors, vendees, assignees and lienors), hereby waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, sale during any Default Period whether made under any power of sale granted herein granted or in any other Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold publicly or privately as an entiretyentirety or in lots as the Security Agent and the other Secured Parties may determine. (c) Navistar Financial To the extent it may lawfully do so, the Borrower hereby waives presentment, demand, protest and any notice of any kind (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity, except notices explicitly required hereunderhereunder or under the Senior Debt Agreements or the other Security Documents) in connection with this Agreement and the other Security Documents and any action taken by the Trustee Security Agent with respect to the Collateral.Collateral during any Default Period. 52 47

Waiver and Estoppel. (a) Navistar Financial The Pledgor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisementappraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Pledged Collateral shall be sold, now or at any time hereafter in force, force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Pledge Agreement, and hereby waives all benefit or advantage of all such laws and laws. The Pledgor covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Bank in the Loan Agreement, the Notes or this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy lawPledge Agreement. (b) Navistar FinancialThe Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Pledged Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon under any foreclosure or any enforcement of this Agreement Pledge Agreement, and consents and agrees that all of the Pledged Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Pledgor waives, to the extent permitted by law, presentment, demand, protest and any notice of any kind (except the notices explicitly expressly required hereunder) in connection with this Pledge Agreement and any action taken by the Trustee Bank with respect to the Pledged Collateral. The Pledgor waives and agrees not to assert any privileges which it may acquire under Section 8.9- 112 of the UCC.

Waiver and Estoppel. (a) Navistar Financial Each Loan Party agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisementappraisal, valuation, stay, extension, moratorium, turnover or redemption lawLaw, or any law Law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Agreement, to the extent permitted by applicable Law, and each Loan Party hereby waives all benefit or advantage of all such laws and Laws to the extent permitted by Law. Each Loan Party covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent, the Administrative Agent or any other Finance Party in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy lawFinance Document. (b) Navistar FinancialUpon the occurrence and during the continuance of an Event of Default, each Loan Party, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon under any foreclosure or any enforcement of this Agreement Agreement, and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Upon the occurrence and during the continuance of an Event of Default, each Loan Party waives, to the extent permitted by Law, presentment, demand, protest and any notice of any kind (except the notices explicitly expressly required hereunderhereunder or in the other Finance Documents) in connection with this Agreement and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Subject to the terms of the Loan Documents, each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Loan Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Administrative Agent in this Agreement or any Loan Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienorslicensors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any other Loan Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Loan Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Loan Document) in connection with this Agreement and the other Loan Documents and any action taken by the Trustee Administrative Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesEach Grantor, to the extent it ------------------- may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Agreement and each Grantor hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Agent in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that -------- nothing contained in this subsection (a) Section 6.09 shall not be construed as a waiver of any rights of Navistar Financial such Grantor under any applicable federal bankruptcy law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, including any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial Each Grantor, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Agreement and any action taken by the Trustee Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial The Pledgor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisementappraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Pledged Collateral shall be sold, now or at any time hereafter in force, force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Pledge Agreement, and hereby waives all benefit or advantage of all such laws and laws. The Pledgor covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Pledgee in this Pledge Agreement but will suffer and permit or any of the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as other instrument or agreement evidencing or securing a waiver of any rights of Navistar Financial under any applicable federal bankruptcy lawLoan. (b) Navistar FinancialThe Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Pledged Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon under any foreclosure or any enforcement of this Agreement Pledge Agreement, and consents and agrees that all of the Pledged Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Pledgor waives, to the extent permitted by law, presentment, demand, protest and any notice of any kind (except the notices explicitly expressly required hereunder) in connection with this Pledge Agreement and any action taken by the Trustee Pledgee with respect to the Pledged Collateral. The Pledgor waives and agrees not to assert any privileges which it may acquire under Section 8.9- 112 of the UCC.

Waiver and Estoppel. (a) Navistar Financial Each Electing Holder agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Affected Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial such Electing Holder under any applicable federal bankruptcy law. (b) Navistar FinancialEach Electing Holder, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, including any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling marshaling of the Affected Collateral upon any sale, whether made under any power of sale herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement and consents and agrees that all the Affected Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial Each Electing Holder waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Agreement and any action taken by the Trustee Collateral Agent with respect to the Affected Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Obligor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, staystay of execution, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Security Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Administrative Agent in this Agreement or any Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialEach Obligor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Obligor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under the Credit Agreement or any Security Document) in connection with this Agreement and the Security Documents and any action taken by the Trustee Administrative Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesEach Pledgor, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Pledge Agreement and each Pledgor hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Agent in this Pledge Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided provided, that nothing contained in this subsection (a) Section 6.8 shall not be construed as a waiver of any rights of Navistar Financial such Pledgor under any applicable federal Federal bankruptcy lawlaw or the insolvency laws of any other jurisdiction. (b) Navistar FinancialEach Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, including any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Pledge Agreement and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial Each Pledgor, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under the Credit Agreement) in connection with this Pledge Agreement and any action taken by the Trustee Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Subject to the terms of the Security Documents, each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Security Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or any Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (a) Section 2.04 shall not be construed as a waiver of any rights of Navistar Financial the Grantors under any applicable federal bankruptcy law or state insolvency law. (b) Navistar Financial. Each Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienorslicensors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives . Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Security Document) in connection with this Agreement and the Security Documents and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Obligor agrees, to the extent it ------------------------- may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Trust Agreement or any Trust Security Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee in this Trust Agreement or any Trust Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided -------- that nothing contained in this subsection (a2.7(a) shall not be construed as a waiver of any rights of Navistar Financial the Obligors under any applicable federal bankruptcy law or state insolvency law. (b) Navistar FinancialEach Obligor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Trust Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Trust Agreement or any Trust Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Obligor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Trust Security Document) in connection with this Trust Agreement and the Trust Security Documents and any action taken by the Trustee with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial The Pledgor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisementappraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Pledged Collateral shall be sold, now or at any time hereafter in force, force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Pledge Agreement, and hereby waives all benefit or advantage of all such laws and laws. The Pledgor covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Lender in the Credit Agreement, the ESOP Note or this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy lawPledge Agreement. (b) Navistar FinancialThe Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Pledged Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon under any foreclosure or any enforcement of this Agreement Pledge Agreement, and consents and agrees that all of the Pledged Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Pledgor waives, to the extent permitted by law, presentment, demand, protest and any notice of any kind (except the notices explicitly expressly required hereunder) in connection with this Pledge Agreement and any action taken by the Trustee Lender with respect to the Pledged Collateral. The Pledgor waives and agrees not to assert any privileges which it may acquire under Section 9- 112 of the UCC.

Waiver and Estoppel. (a) Navistar Financial The Pledgor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisementappraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Pledged Collateral shall be sold, now or at any time hereafter in force, force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Pledge Agreement, and hereby waives all benefit or advantage of all such laws and laws. The Pledgor covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Pledgee in the Asset Purchase Agreement or this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy lawPledge Agreement. (b) Navistar FinancialThe Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Pledged Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon under any foreclosure or any enforcement of this Agreement Pledge Agreement, and consents and agrees that all of the Pledged Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Pledgor waives, to the extent permitted by law, presentment, demand, protest and any notice of any kind (except the notices explicitly expressly required hereunder) in connection with this Pledge Agreement and any action taken by the Trustee Pledgee with respect to the Pledged Collateral. The Pledgor waives and agrees not to assert any privileges which it may acquire under Section 9-112 of the UCC.

Waiver and Estoppel. (a) Navistar Financial The Pledgor agrees, to the extent it the Pledgor may lawfully do so, that it the Pledgor will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisementappraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it the Pledgor to direct the order in which the Pledged Collateral shall be sold, now or at any time hereafter in force, force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Agreement, and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy lawlaws. (b) Navistar FinancialThe Pledgor, to the extent it the Pledgor may lawfully do so, on behalf of itself the Pledgor and all who may claim through or under itthe Pledgor, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling marshaling of the Pledged Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon under any foreclosure or any enforcement of this Agreement Agreement, and consents and agrees that all of the Pledged Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Pledgor waives, to the extent permitted by law, presentment, demand, protest and any notice of any kind (except the notices explicitly expressly required hereunder) in connection with this Agreement and any action taken by the Trustee Secured Party with respect to the Pledged Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesThe Client, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Security Agreement and the Client hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Provider in this Security Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (a) Section 5.8 shall not be construed as a waiver of any rights of Navistar Financial the Client under any applicable federal bankruptcy law. (b) Navistar FinancialThe Client, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Security Agreement and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial The Client, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Security Agreement and any action taken by the Trustee Provider with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesThe Pledgor, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Agreement and the Pledgor hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Agent in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (a) Section 6.07 shall not be construed as a waiver of any rights of Navistar Financial the Pledgor under any applicable federal Federal bankruptcy law. (b) Navistar FinancialThe Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, including any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial The Pledgor, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Agreement and any action taken by the Trustee Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesEach Pledgor, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Agreement and each Pledgor hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that provided, that, nothing contained in this subsection (a) Section 5.06 shall not be construed as a waiver of any rights of Navistar Financial any Pledgor under any applicable federal Federal bankruptcy law. (b) Navistar FinancialEach Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, including any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial Each Pledgor, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder, under the Credit Agreement or under the Note Agreements) in connection with this Agreement and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Security Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or any Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aSection 2.06(a) shall not be construed as a waiver of any rights of Navistar Financial the Grantors under any applicable federal bankruptcy law or state insolvency law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienorslicensors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Security Document) in connection with this Agreement and the Security Documents and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Trust Security Document and hereby hereby, to the fullest extent permitted by any applicable law, waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Trustee in this Agreement or any other Trust Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any other Trust Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Trust Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder, under any Secured Instrument or under any other Trust Security Document) in connection with this Agreement and the other Trust Security Documents and any action taken by the Collateral Trustee with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Pledgor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisementappraisal, valuation, stay, extension, moratorium, turnover or redemption lawLaw, or any law Law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Agreement, and each Pledgor hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted Laws to the Trustee in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy lawextent permitted by Law. (b) Navistar FinancialEach Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon under any foreclosure or any enforcement of this Agreement Agreement, and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Pledgor waives, to the extent permitted by applicable Law, presentment, demand, protest protest, promptness, diligence, and any notice of any kind (except the notices explicitly expressly required hereunderhereunder or in the other Loan Documents) in connection with this Agreement and any action taken by the Trustee Administrative Agent with respect to the Collateral. (d) Each Pledgor waives, to the extent permitted by Law, all claims, damages and demands against the Administrative Agent arising out of the repossession, retention, sale or application of proceeds of any sale of the Collateral. (e) Each Pledgor waives, to the extent permitted by Law, and agrees not to assert any right to require the Administrative Agent to proceed against any other Pledgor, any guarantor or any other Person, to proceed against or exhaust any collateral or other security held for the Secured Obligations (except to the extent required by applicable Law), to give notice of or institute any public or private sale, foreclosure, or other disposition of any collateral or security for the Secured Obligations, including to comply with applicable provisions of the UCC or any equivalent provision of any other applicable Law in connection with the sale, foreclosure, or other disposition of any collateral or to pursue any other right, remedy, power or privilege of the Administrative Agent whatsoever, or give any Pledgor any other notice with respect to the foregoing, except, in each case as expressly required hereunder or in the other Loan Documents. (f) Each Subsidiary Pledgor waives, to the extent permitted by law, all suretyship rights and defenses.

Waiver and Estoppel. (a) Navistar Financial Subject to the terms of the Loan Documents, each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Loan Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Administrative Agent in this Agreement or any Loan Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienorslicensors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any other Loan Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Loan Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Loan Document) in connection with this Agreement and the other Loan Documents and any action taken by the Trustee Administrative Agent with respect to the Collateral. Limitation on Administrative Agents’ Duty in Respect of Collateral. Beyond its duties as to the custody thereof expressly provided herein or in any other Loan Document and to account to the Secured Parties and the Grantors for moneys and other property received by it hereunder or under any Loan Document and any other express duties specified in the Loan Documents, the Administrative Agent shall have no duty to the Grantors or to the Secured Parties as to any Collateral in its possession or control or in the possession or control of any of its agents or nominees, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.

Waiver and Estoppel. (a) Navistar Financial Subject to the terms of the Security Documents, each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Security Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Agent in this Agreement or any Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aSection 2.04(a) shall not be construed as a waiver of any rights of Navistar Financial the Grantors under any applicable federal bankruptcy law or state insolvency law. (b) Navistar Financial. Each Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienorslicensors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives . Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Security Document) in connection with this Agreement and the Security Documents and any action taken by the Trustee Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial The Borrower hereby agrees, to the extent it may lawfully do soso lawfully, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Trust Agreement, any Guarantee or any Security Document and hereby waives all benefit or advantage of all such laws laws, and the Borrower hereby covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Trustees in this Agreement Trust Agreement, any Guarantee or any Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialThe Borrower, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienorsLienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Trust Agreement or any Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Borrower waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Secured Instrument, any Guarantee or any Security Document) in connection with this Agreement Trust Agreement, the Guarantees and the Security Documents, and any action taken by the Trustee Trustees with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Security Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or any Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided PROVIDED that nothing contained in this subsection (aSection 2.6(a) shall not be construed as a waiver of any rights of Navistar Financial the Grantors under any applicable federal bankruptcy law or state insolvency law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Security Document) in connection with this Agreement and the Security Documents and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesBorrower, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Security Agreement and Borrower hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Lender in this Security Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (a) Section 5.8 shall not be construed as a waiver of any rights of Navistar Financial Borrower under any applicable federal bankruptcy law. (b) Navistar FinancialBorrower, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Security Agreement and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial Borrower, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Security Agreement and any action taken by the Trustee Lender with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agrees, to To the extent it may lawfully ------------------- do so, that each Loan Party agrees that, during any Default Period, it will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement any Security Document and hereby waives all benefit or advantage of all such laws and covenants covenants, to the extent that it may lawfully do so, that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement any Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar Financial, to To the extent it may lawfully do so, each Loan Party, on behalf of itself and all who may claim through or under it, it (including, without limitation, any and all subsequent creditors, vendees, assignees and lienors), hereby waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, sale during any Default Period whether made under any power of sale herein granted in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement any Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold in a commercially reasonable manner as an entiretyentirety or in lots as the Collateral Agent and the Secured Parties may determine. (c) Navistar Financial To the extent it may lawfully do so, each Loan Party hereby waives presentment, demand, protest and any notice of any kind (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity, except notices explicitly required hereunderhereunder or under the Financing Documents) in connection with this Agreement the Security Documents and any action taken by the Trustee Collateral Agent with respect to the CollateralCollateral during any Default Period.

Waiver and Estoppel. (a) Navistar Financial Subject to the terms of the Security Documents, each Grantor agrees, to the extent it may lawfully do so, that it will not at any time following the occurrence and during the occurrence of an Event of Default in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Security Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Trustee in this Agreement or any Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aSection 2.04(a) shall not be construed as a waiver of any rights of Navistar Financial the Grantors under any applicable federal bankruptcy law or state insolvency law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienorslicensors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Security Document) in connection with this Agreement and the Security Documents and any action taken by the Collateral Trustee with respect to the CollateralCollateral to the extent permitted thereunder.

Waiver and Estoppel. (a) Navistar Financial The Pledgor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisementappraisal, valuation, stay, extension, moratorium, turnover or redemption lawLaw, or any law Law permitting it to direct the order in which the Collateral shall be soldsold to pay any Obligations then due and payable, now or at any time hereafter in force, force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Agreement, and the Pledgor hereby waives all benefit or advantage of all such laws and Laws to the extent permitted by Law. The Pledgor covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent or any other Secured Party in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of or any rights of Navistar Financial under any applicable federal bankruptcy lawother Transaction Document. (b) Navistar FinancialThe Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any salesale of any Collateral permitted to be made hereunder, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon under any foreclosure or any enforcement of this Agreement Agreement, and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Pledgor waives, to the extent permitted by Law, presentment, demand, protest and any notice of any kind (except the notices explicitly expressly required hereunderhereunder or in the other Transaction Documents) in connection with this Agreement and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesThe Debtor, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Security Agreement and the Debtor hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Bank in this Security Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (a) Section 5.8 shall not be construed as a waiver of any rights of Navistar Financial the Debtor under any applicable federal bankruptcy law. (b) Navistar FinancialThe Debtor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Security Agreement and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial The Debtor, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Security Agreement and any action taken by the Trustee Bank with respect to the Collateral, except as provided in any other Loan Document.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Collateral Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Administrative Agent or the Note Collateral Agent in this Agreement or any Collateral Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aSection 5.5(a) shall not be construed as a waiver of any rights of Navistar Financial the Grantors under any applicable federal bankruptcy law or state insolvency law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Collateral Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Collateral Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Collateral Document) in connection with this Agreement and the Collateral Documents and any action taken by the Trustee Administrative Agent or the Note Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesEach Pledgor, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Agreement and each Pledgor hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Administrative Agent in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that PROVIDED, THAT, nothing contained in this subsection (a) Section 5.06 shall not be construed as a waiver of any rights of Navistar Financial any Pledgor under any applicable federal Federal bankruptcy law. (b) Navistar FinancialEach Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, including any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial Each Pledgor, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under the Credit Agreement) in connection with this Agreement and any action taken by the Trustee Administrative Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Collateral Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee US Administrative Agent in this Agreement or in any other Collateral Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Collateral Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Loan Document) in connection with this Agreement and any other Collateral Document and any action taken by the Trustee US Administrative Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Trust Security Document and hereby hereby, to the fullest extent permitted by any Applicable Law, waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Trustee in this Agreement or any other Trust Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aSection 2.7(a) shall not be construed as a waiver of any rights of Navistar Financial the Grantors under any applicable federal bankruptcy law. (b) Navistar FinancialBankruptcy Law. Each Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any other Trust Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Trust Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives . Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder, under any Secured Instrument or under any other Trust Security Document) in connection with this Agreement and the other Trust Security Documents and any action taken by the Collateral Trustee with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial The Company and Parent each agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Agreement, and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy lawlaws. (b) Navistar Financial, The Company and Parent each to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement and consents and agrees that all the Collateral may at any such sale be offered and sold as an entiretydocuments or instruments executed in connection therewith. (c) Navistar Financial waives The Company and Parent each waives, to the extent it may lawfully do so, presentment, demand, protest and any notice of any kind or nature including, without limitation, notice of default, notice of any assertion of any right by the Lender or notice of action or inaction on the part of the Lender or any other Person (except notices explicitly required hereunder) in connection with this Agreement and any action taken by the Trustee with respect to or the Collateral. (d) The Company and Parent each waives, to the extent it may lawfully do so, any right to require the Lender to proceed against any Person, to exhaust any other collateral or security interests or guaranties, to pursue any other remedy, or to pursue any of such rights in any particular order or manner, and waives any defenses arising by reason of any disability or other defense of any other Person. The Lender may act against the Company or Parent to enforce their respective obligations and liabilities hereunder, whether or not any action is brought against the others or any other Person and whether or not any other Person is joined in any such action or actions.

Waiver and Estoppel. (a) Navistar Financial Subject to the terms of the Notes Documents, each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Notes Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or any Notes Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienorslicensors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any other Notes Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Notes Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Notes Document) in connection with this Agreement and the other Notes Documents and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Financing Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee in this Agreement or any Financing Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aSection 6.05(a) shall not be construed as a waiver of any rights of Navistar Financial the Grantors under any applicable federal bankruptcy law or state insolvency law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienorslicensors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Financing Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Financing Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Financing Document) in connection with this Agreement and the Financing Documents and any action taken by the Trustee with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law Applicable Law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Financing Document and hereby waives waives, to the extent it may lawfully do so, all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy lawApplicable Law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale herein granted herein, or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement Agreement, or any other Financing Document and consents and agrees agrees, to the extent it may lawfully do so, that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by Applicable Law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any other Financing Document) in connection with this Agreement and the other Financing Documents and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agreesEach Pledgor, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Agreement and each Pledgor hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Agent in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that provided, that, nothing contained in this subsection (a) Section 5.07 shall not be construed as a waiver of any rights of Navistar Financial any Pledgor under any applicable federal Federal bankruptcy law. (b) Navistar FinancialEach Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, including any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial Each Pledgor, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under the Amended Agreement) in connection with this Agreement and any action taken by the Trustee Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Security Document and hereby waives waives, to the extent permitted by law, all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or any other Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aSection 2.08(a) shall not be construed as a waiver of any rights of Navistar Financial the Grantors under any applicable federal bankruptcy law or state insolvency law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, including any and all subsequent creditors, vendees, assignees and lienorslicensors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any other Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Security Document (in each case in accordance with the applicable Security Documents) and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any other Security Document) in connection with this Agreement and the other Security Documents and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each of the Credit Parties agrees, to the extent it may lawfully do so, that it will not not, at any time in any manner whatsoever whatsoever, claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or the Security Documents and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or the Security Documents but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialEach of the Credit Parties waives and releases, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in the Security Documents or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or the Security Documents and consents and agrees that all the Collateral may at any such sale be offered and sold as an entiretyentirety or in separate lots or parcels. (c) Navistar Financial waives Each of the Credit Parties waives, to the extent it may lawfully do so, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under the Security Documents) in connection with this Agreement and the Security Documents and any action taken by the Trustee Collateral Agent with respect to the Collateral.

Waiver and Estoppel. The Indemnitor knowingly waives and agrees that it will be estopped from asserting any argument to the contrary as follows: (a) Navistar Financial agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage and all notice of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement acceptance of this Agreement and hereby waives all benefit or advantage of all such laws and covenants that it will not hinderthe creation, delay renewal or impede the execution accrual of any power granted to of the Trustee obligations or liabilities hereunder indemnified against, either now or in this Agreement but will suffer and permit the execution of every such power as though no such law were in forcefuture; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar Financialprotest, presentment, demand for payment, notice of default or nonpayment, notice of protest or default; (c) any and all notices or formalities to the extent which it may lawfully do so, on behalf of itself and all who may claim through or under itotherwise be entitled, including, without limitation, notice of the granting of any indulgences or extensions of time of payment of any of the liabilities and obligations hereunder and hereby indemnified against; (d) any promptness in making any claim or demand hereunder; (e) the defense of the statute of limitations in any action hereunder or in any action for the collection of amounts payable hereunder (provided, however, that it shall be a defense hereunder that the IRS is prohibited by the running of applicable statutes of limitations and otherwise from assessing additional tax liability against the Investor or any of its members for every year in which Tax Credits attributable to the QEI Contribution shall have been claimed); (f) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (g) any defense based upon an election of remedies which destroys or otherwise impairs any or all subsequent creditorsof the subrogation rights of the Investor or the right of the Investor to proceed against any other person for reimbursement, vendeesor both; (h) any duty or obligation of the Investor to perfect, assignees and lienorsprotect, waives and releases all rights to demand retain or enforce any security for the payment of amounts payable by the Indemnitor hereunder or to proceed against any one or more persons as a condition to proceeding against the Indemnitor; and (i) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement. No delay or failure on the part of the Investor in the exercise of any right or remedy against the CDE or any other party against whom the Investor may have any marshalling rights shall operate as a waiver of any agreement or obligation contained herein, and no single or partial exercise by the Collateral upon Investor of any sale, whether made under rights or remedies hereunder shall preclude other or further exercise thereof or other exercise of any power of sale herein granted other right or pursuant to judicial proceedings or upon any foreclosure or any enforcement remedy. No provision of this Agreement and consents and agrees that all or right of the Collateral may at any Investor hereunder can be waived, nor can the Indemnitor be released from such sale be offered and sold as an entirety. (c) Navistar Financial waives presentmentparty’s obligations hereunder, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Agreement and any action taken by a writing duly executed by the Trustee with respect to Investor. This Agreement may not be modified, amended, revised, revoked, terminated, changed or varied in any way whatsoever, except by the Collateralexpress terms of a writing duly executed by the Investor.

Waiver and Estoppel. (a) Navistar Financial The Pledgor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisementappraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Pledged Collateral shall be sold, now or at any time hereafter in force, force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Pledge Agreement, and hereby waives all benefit or advantage of all such laws and laws. The Pledgor covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Lender in the Credit Agreement, the ESOP Note or this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy lawPledge Agreement. (b) Navistar FinancialThe Pledgor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Pledged Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon under any foreclosure or any enforcement of this Agreement Pledge Agreement, and consents and agrees that all of the Pledged Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Pledgor waives, to the extent permitted by law, presentment, demand, protest and any notice of any kind (except the notices explicitly expressly required hereunder) in connection with this Pledge Agreement and any action taken by the Trustee Lender with respect to the Pledged Collateral. The Pledgor waives and agrees not to assert any privileges which it may acquire under Section 9-112 of the UCC.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral Shared Property or the Non-Shared Property shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Security Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Collateral Agent in this Agreement or any other Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aSection 9.6(a) shall not be construed as a waiver of any rights of Navistar Financial the Grantors under any applicable federal bankruptcy law or state insolvency law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, including any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any other Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Security Document and consents and agrees that all the Collateral Shared Property and all the Non-Shared Property may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any other Security Document) in connection with this Agreement and the other Security Documents and any action taken by the Trustee Collateral Agent with respect to the CollateralShared Property and the Non-Shared Property.

Waiver and Estoppel. (a) Navistar Financial The Borrower agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of of, any appraisementappraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Pledged Collateral shall be sold, now or at any time hereafter in force, force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement Pledge Agreement, and hereby waives all benefit or advantage of all such laws and laws. The Borrower covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Pledgee in this Pledge Agreement but will suffer and permit or any of the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as other instrument or agreement evidencing or securing a waiver of any rights of Navistar Financial under any applicable federal bankruptcy lawLoan. (b) Navistar FinancialThe Borrower, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Pledged Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon under any foreclosure or any enforcement of this Agreement Pledge Agreement, and consents and agrees that all of the Pledged Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives The Borrower waives, to the extent permitted by law, presentment, demand, protest and any notice of any kind (except the notices explicitly expressly required hereunder) in connection with this Pledge Agreement and any action taken by the Trustee Pledgee with respect to the Pledged Collateral. The Borrower waives and agrees not to assert any privileges which it may acquire under Section 8.9-112 of the UCC.

Waiver and Estoppel. (a) Navistar Financial agrees, to 8.15.1 To the extent it may lawfully do sopermitted by applicable law, each of the Borrowers hereby agrees that it will not at any time time, in any manner whatsoever claim whatsoever, claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral Secured Property shall be sold, now or at any time hereafter in force, which that may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Financing Document, and hereby to the extent permitted by applicable law, waives all benefit or advantage of all such laws laws, and each Borrower hereby covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee IDB in this Agreement or any other Financing Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar Financial, to 8.15.2 To the extent it may lawfully do sopermitted by applicable law, each of the Borrowers, on behalf of itself and all who may claim through or under it, including, without limitation, including any and all subsequent creditors, vendees, assignees and lienorslienholders, waives and releases all rights to demand or to have any marshalling of the Collateral Secured Property upon any sale, whether made under any power of sale granted herein granted or in any other Financing Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Financing Document and consents and agrees that all of the Collateral Secured Property may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives 8.15.3 Each of the Borrowers waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any other Financing Document) in connection with this Agreement and the other Financing Documents, and with any action taken by the Trustee IDB with respect to the CollateralSecured Property.

Waiver and Estoppel. (a) Navistar Financial agreesOperating Tenant, to the extent it may lawfully do so, agrees that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law now or hereafter in force permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, sold which may delay, prevent or otherwise affect the performance or enforcement of this Security Agreement and Operating Tenant hereby waives all benefit the benefits or advantage of all such laws laws, and covenants that it will not hinder, delay or impede the rightful execution of any power granted to the Trustee Lender in this Security Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (a) Section 5.8 shall not be construed as a waiver of any rights of Navistar Financial Operating Tenant under any applicable federal bankruptcy law. (b) Navistar FinancialOperating Tenant, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Security Agreement and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial Operating Tenant, to the extent it may lawfully do so, waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Security Agreement and any action taken by the Trustee Lender with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Loan Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Administrative Agent in this Agreement or in any other Loan Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar FinancialEach Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, including without limitation, limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling marshaling of the Collateral upon any sale, whether made under any power of sale granted herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Loan Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder, under any other Loan Document or under the New York UCC) in connection with this Agreement and any other Loan Document and any action taken by the Trustee Administrative Agent with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial Each Obligor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim claim, or take the benefit or advantage of of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Trust Agreement or any Trust Security Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee in this Trust Agreement or any Trust Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this subsection (aSection 2.7(a) shall not be construed as a waiver of any rights of Navistar Financial the Obligors under any applicable federal bankruptcy law or state insolvency law. (b) Navistar FinancialEach Obligor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein granted or in any Trust Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Trust Agreement or any Trust Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety. (c) Navistar Financial waives Each Obligor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunderhereunder or under any Trust Security Document) in connection with this Trust Agreement and the Trust Security Documents and any action taken by the Trustee with respect to the Collateral.

Waiver and Estoppel. (a) Navistar Financial agrees, to To the extent it may lawfully do so, that the Borrower agrees that, during any Default Period, it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Security Document, and the Borrower hereby waives all benefit or advantage of all such laws laws, to the extent that it may lawfully do so, and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee Security Agent in this Agreement or any other Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law. (b) Navistar Financial, to To the extent it may lawfully do so, the Borrower, on behalf of itself and all who may claim through or under it, it (including, without limitation, any and all subsequent creditors, vendees, assignees and lienors), hereby waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, sale during any Default Period whether made under any power of sale granted herein granted or in any other Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold publicly or privately as an entiretyentirety or in lots as the Security Agent and the other Secured Parties may determine. (c) Navistar Financial To the extent it may lawfully do so, the Borrower hereby waives presentment, demand, protest and any notice of any kind (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity, except notices explicitly required hereunderhereunder or under the Senior Debt Agreements or the other Security Documents) in connection with this Agreement and the other Security Documents and any action taken by the Trustee Security Agent with respect to the CollateralCollateral during any Default Period.