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December 6,
2007
Navistar
Financial
Corporation
Navistar
Financial Retail Receivables Corporation
425
N Martingale Road
Suite
1800
Schaumburg,
Illinois 60173
Re:
Waiver
Ladies/Gentlemen:
Please
refer to (i) the Note Purchase Agreement, dated as of June 22,
2007 (as in effect on the date hereof, the “ Note Purchase
Agreement ”) among Navistar Financial Retail
Receivables Corporation (“ NFRRC
”), as Seller, Navistar Financial Corporation,
individually (“ NFC
”) and as Servicer, Liberty Street Funding, LLC, as the
Conduit Investor, and The Bank of Nova Scotia, as Agent for
the Investors and (ii) the Servicing Agreement, dated as of
June 22, 2007, among NFRRC, Navistar Financial 2007-BNS Owner
Trust, as Issuer, NFC, as Servicer, and The Bank of New York,
as Indenture Trustee. The Agent (on behalf of the
Conduit Investor and the other Investors) is the holder of
record of 100% of the Floating Rate Asset Backed Note, No.
R-1, issued by the Issuer pursuant to the
Indenture. Capitalized terms used but not defined
herein have the respective meanings ascribed to them (or
incorporated by reference in) the Servicing
Agreement.
The
Note Purchase Agreement or the Servicing Agreement, as
applicable, requires, among other things, the
following:
(i) Section
5.02(c) of the Note Purchase Agreement requires that the
Servicer deliver to the Agent (x) (i) on or before October 31,
2007 (or earlier under certain circumstances specified
therein), a copy of the annual financial statements of the
Servicer for the fiscal years ended October 31, 2005 and 2006
and (ii) on or before March 1, 2008 (i.e., within 120 days
after the last fiscal quarter of the fiscal year ended October
31, 2007), a copy of the annual financial statements of the
Servicer for the fiscal year ended October 31, 2007 (each such
delivery requirement in this clause (x), an “
Annual Financial
Statement Delivery Requirement ”) and (y) (i) on
or before October 31, 2007 (or earlier in certain
circumstances specified therein), a copy of the quarterly
financial statements of the Servicer for the fiscal quarters
ended January 31, April 30 and July 31, 2006 and for the
fiscal quarters ended January 31, April 30, and July 31, 2007
and (ii) within 45 days after the end of the fiscal quarters
ended January 31, 2008, April 30, 2008 and July 31, 2008, a
copy of the quarterly financial statements of the Servicer for
the fiscal quarters ended, respectively, January 31, 2008,
April 30, 2008 and July 31, 2008 (each such delivery
requirement in this clause (y), a “ Quarterly
Financial Statement Delivery Requirement ”);
and
(ii) Section
3.02(a) of the Servicing Agreement requires that on or before
February 1, 2008, the Servicer shall cause a firm of
independent accountants to deliver to the Agent an independent
Accountant’s Report for the fiscal year ended October
31, 2007 (the “ Independent
Accountant’s Report Delivery Requirement
”).
The
Servicer expects to fail to satisfy each Annual Financial
Statement Delivery Requirement, each Quarterly Financial
Statement Delivery Requirement and the Independent
Accountant’s Report Delivery Requirement.
Additionally,
the Servicer has notified the Agent that it (i) has failed to
timely file its annual reports on Form 10-K for the 2005
Fiscal Year and the 2006 Fiscal Year with the Securities and
Exchange Commission in accordance with the Securities and
Exchange Act of 1934, (ii) has failed to timely file quarterly
reports on Form 10-Q for all of its fiscal quarters in 2006
and 2007 with the Securities Exchange Commission in accordance
with the Securities Exchange Act of 1934, and (iii) expects to
fail to timely file its annual report on Form 10-K for the
2007 Fiscal year and expects to timely file one or more of its
quarterly reports on Form 10-Q for fi
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