exhibit10_156.htm


    


    EXECUTION
      COPY

     

    
      	
              Navistar
                Financial Corporation

              Navistar
                Financial Retail Receivables Corporation 

              425
                N Martingale Road

              Suite
                1800

              Schaumburg,
                Illinois 60173

               

              Re:
                Waiver

               

              Ladies/Gentlemen:

            	
              October
                23, 2007

            


    

    
 

    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
      DeliveryRequirement") 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

     


    
      
        
        

      

      
        E-414

        
          

        

      

      
        
        

      

    

     

    2007
      with
      the Securities and Exchange Commission in accordance with the Securities and
      Exchange Act of 1934 (the occurrence of any such failure, a "Periodic
      ReportingFailure").

     

     

    The
      Servicer has requested that the Agent waive any potential Servicer Defaults
      arising from the matters described above. The Agent hereby agrees to waive
      the
      occurrence of any Servicer Defaults to the extent described below.

     

    1.  The
      Agent (in accordance with Section 7.06 of the Servicing Agreement) hereby
      directs the Indenture Trustee to waive, and each of Indenture Trustee, the
      Conduit Investor and the Agent hereby waives, any Servicer Default arising
      solely from the failure to satisfy the Annual Financial Statement Delivery
      Requirements; provided that this waiver shall only remain effective until
      December 31, 2007 unless the Servicer shall have satisfied each Annual Financial
      Statement Delivery Requirement prior to such date.

     

    2.  The
      Agent (in accordance with Section 7.06 of the Servicing Agreement) hereby
      directs the Indenture Trustee to waive, and each of Indenture Trustee, the
      Conduit Investor and the Agent hereby waives, any Servicer Default arising
      solely from the failure to satisfy the Quarterly Financial Statement Delivery
      Requirements; provided that this waiver shall only remain effective until
      December 31, 2007 unless the Servicer shall have satisfied each Quarterly
      Financial Statement Delivery Requirement prior to such date.

     

    3.  The
      Agent (in accordance with Section 7.06 of the Servicing Agreement) hereby
      directs the Indenture Trustee to waive, and each of Indenture Trustee, the
      Conduit Investor and the Agent hereby waives, any Servicer Default or default
      arising under Section 5.05 of the Note Purchase Agreement from any Periodic
      Reporting Failure; provided that this waiver shall only remain effective until
      December 31, 2007 unless the Servicer shall have caused the annual reports
      and
      quarterly reports giving rise to any Periodic Reporting Failure to be filed
      with
      the Securities and Exchange Commission prior to such date.

     

    Each
      of
      the Indenture Trustee, the Conduit Investor and the Agent hereby expressly
      reserves, and nothing herein shall be construed as a waiver of, (i) any Servicer
      Default or default under the Note Purchase Agreement specified in paragraphs
      1,
      2, and 3 above, to the extent that the effectiveness of the waiver of such
      Servicer Default or default under the Note Purchase Agreement shall lapse as
      described therein and (ii) any rights with respect to any breach constituting
      a
      Servicer Default, Potential Servicer Default or default under the Note Purchase
      Agreement existing or arising for any other reason.

     

    This
      waiver may be executed in any number of counterparts and by the different
      parties on separate counterparts, and each such counterpart shall be deemed
      to
      be an original but all such counterparts shall together constitute one and
      the
      same waiver. This waiver shall be a contract made under and governed by the
      internal laws of the State of New York applicable to contracts made and to
      be
      performed entirely within such State.


    
      
        
        

      

      
        E-415

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned has caused this waiver to be duly executed and
      delivered by their respective duly authorized officers on the day and year
      first
      above written.

     

     

    THE
      BANK
      OF NOVA SCOTIA,

    As
      Agent

     

    By:      /s/
      MOHAMED
      WALJI

    Name:      Mohamed
      Walji

    Title:        Director

    


     

    LIBERTY
      STREET FUNDING, LLC,

    As
      Conduit Investor

     

    By:      /s/
      JILL A.
      GORDON

    Name:      Jill
      A. Gordon

    Title:        Vice
      President

     

     

    THE
      BANK
      OF NEW YORK, not in its

    individual
      Capacity but solely as Indenture Trustee

     

    By:      /s/
      MICHAEL
      BURACK

    Name:      Michael
      Burack

    Title:        Assistant
      Treasurer


    
      
        
        

      

      
        E-416

        
          

        

      

      
        
        

      

    


    Acknowledged
      and Agreed:

     

    NAVISTAR
      FINANCIAL CORPORATION

    


    By:      /s/
      JOHN
      V.
      MULVANEY, SR.

    Name:      
      John V. Mulvaney, Sr.

    Title:      
       V.P. CFO & Treasurer

    


    


    NAVISTAR
      FINANCIAL RETAIL RECEIVABLES CORPORATION

    


    By:      /s/
      JOHN
      V.
      MULVANEY, SR.

    Name:      
      John V. Mulvaney, Sr.

    Title:      
       V.P. CFO & Treasurer

    


    NAVISTAR
      FINANCIAL 2007-BNS OWNER TRUST

    


    By:  Deutsche
      Bank Trust Company Delaware, not in its

    Individual
      capacity, but solely as Owner Trustee

    


    By:      /s/
      MICHELE
      HY VOON

    Name:      
      Michele HY Voon

    Title:       
       Attorney-in-Fact

    


     

    THE
      BANK
      OF NOVA SCOTIA,

    As
      Swap
      Counterparty

     

    By:      /s/
      MICHAEL
      J. MILLIE

    Name:      MICHAEL
      J. MILLIE

    Title:        Director


    
      
        
        

      

      
        E-417