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Navistar
Financial Corporation
Navistar
Financial Retail Receivables Corporation
425
N Martingale Road, Suite
1800
Schaumburg,
Illinois 60173
Re:
Waiver
Ladies/Gentlemen:
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March
31, 2007
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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), (x) a copy
of the annual financial statements of the Servicer for the fiscal
years October 31 2005 and 2006 (each such delivery requirement, 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) on or before September 15,
2007 (i.e., within 45 days after the end of the July 31, 2007
fiscal quarter), a copy of the quarterly financial statements of
the Servicer for the fiscal quarter ended July 31, 2007 (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 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 (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
with the Securities Exchange Commission in accordance with the
Securities Exchange Act of 1934, and (iii) may fail to timely
file one or more of its quarterly reports on Form 10-Q for
fiscal quarters in 2007 with the Securities and Exchange
Commission in accordance with the Securities
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