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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 October
20, 2006 (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, Thunder Bay Funding, LLC, as Conduit
Investor, and Royal Bank of Canada, as Agent and (ii) the
Servicing Agreement, dated as of October 20, 2006, among
NFRRC, Navistar Financial 2006-RBC 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) on or before July 31, 2007
(or earlier under certain circumstances specified therein),
(i) a copy of the annual financial statements of the Servicer
for the fiscal years 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 July 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 and April 30, 2007 and (ii) within
45 days after the end of the fiscal quarters ended July 31,
2007, 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, July 31, 2007,
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
(i) July 31, 2007 (or earlier under certain circumstances
specified therein), 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, 2006 and (ii) 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 (each such delivery
requirement in clauses (i) and (ii), an “ 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 each 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,
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