Restated Parent Guarantee Uses in Amendments in Writing: No Waiver: Cumulative Remedies Clause

Amendments in Writing: No Waiver: Cumulative Remedies from Amended and Restated

FOURTH AMENDED AND RESTATED GUARANTEE (the Guarantee), dated as of May 27, 2016, made by NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (the Guarantor), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent) for the lenders (the Lenders) parties to the Third Amended and Restated Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among Navistar Financial Corporation (the US Borrower) and Navistar Financial, S.A. de C.V., Sociedad Financiera de Objeto Multiple, Entidad Regulada (the Mexican Borrower; together with the US Borrower, the Borrowers), the Lenders, Bank of America, N.A., as syndication agent, and the Administrative Agent.

Amendments in Writing: No Waiver: Cumulative Remedies. (a) None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Guarantor and the Required Lenders; provided that any provision of this Guarantee may be waived by the Required Lenders in a letter or agreement executed by the Required Lenders provided by e-mail transmission from the Administrative Agent. (b) Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to paragraph 13(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on anyone occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. (c) The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.