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EXECUTION
COPY
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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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October
23, 2007
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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-l, 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 October 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) 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
(each such delivery requirement in this clause (y), a
"Quarterly
Financial Statement Delivery Requirement");
and
The
Servicer expects to fail to satisfy each Annual Financial
Statement Delivery Requirement and each Quarterly Financial
Statement 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 Actof of 1934, and (iii) has failed 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 and Exchange A
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