exhibit10_136.htm


    EXECUTION
      COPY


    
      	
              Navistar
                Financial Corporation

              Navistar
                Financial Retail Receivables Corporation 

              425
                N Martingale Road, 

              Suite
                1800

              Schaumburg,
                Illinois 60173

               

              Re:
                Waiver Ladies/Gentlemen:

            	
              January
                31, 2007

            


    

     

    Please
      refer to the Receivables Purchase Agreement, dated as of April 29, 2005 (as
      in
      effect on the date hereof, the "Receivables Purchase
      Agreement") among Navistar Financial Retail Receivables Corporation, as
      Seller, Navistar Financial Corporation, as Servicer, Thunder Bay Funding, LLC,
      as Company, and Royal Bank of Canada, as Agent. Capitalized terms used but
      not
      defined herein have the respective meanings ascribed to them in the Receivables
      Purchase Agreement.

     

    The
      Receivables Purchase Agreement requires, among other things, the
      following:

     

    (i)  Section
      5.1(a) requires that the Servicer deliver to the Agent (x) within 120 days
      after
      the close of each fiscal year, a copy of the annual report for the Servicer
      for
      such fiscal year on Form 10-K (the "10-K Delivery
      Requirement") and (y) within 45 days after the close of the first three
      quarterly periods of a fiscal year, a copy of the quarterly report for the
      Servicer for such fiscal year on form 10-Q (the "10-Q Delivery
      Requirement"); and

     

    (ii)  Section
      6.10 requires that on or before February 1 of each year, beginning February
      1,
      2006, the Servicer shall cause a firm of independent accountants to deliver
      to
      the Agent an independent Accountant's Report for the preceding fiscal year
      (the
"Independent
      Accountant's Report Delivery Requirement").

     

    For
      (x)
      the fiscal year ended on October 31, 2005 (the "2005 Fiscal Year"),
      the Servicer has failed to satisfy the 10-K Delivery Requirement and has failed
      to satisfy the Independent Accountant's Report Delivery Requirement and (y)
      the
      fiscal year ended on October 31, 2006 (the "2006 Fiscal Year"),
      the Servicer expects to fail to satisfy the 10-K Delivery Requirement and
      expects to fail to satisfy 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 

      
        
          
          

        

        
          E-304

          
            

          

        

        
          
          

        

      



    fiscal
      quarters in 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
      Reporting
      Failure").

    


    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
      hereby waives any Servicer Default arising solely from the failure to satisfy
      the 10-K Delivery Requirements for the 2005 Fiscal Year and the 2006 Fiscal
      Year; provided that this waiver shall only remain effective until October 31,
      2007 unless the Servicer

    shall
      have satisfied the 10-K Delivery Requirements for the 2005 Fiscal Year and
      the
      2006 Fiscal Year prior to such date.

     

    2.  The
      Agent
      hereby waives any Servicer Default arising solely from the failure to satisfy
      the 10-Q Delivery Requirements for any fiscal quarter in the 2006 fiscal year
      of
      the Servicer and any fiscal quarter in the 2007 fiscal year of the Servicer;
      provided that this waiver shall only remain effective until October 31, 2007
      unless the Servicer shall have satisfied the 10-Q Delivery Requirements for
      each
      fiscal quarter in the 2006 and the 2007 fiscal year of the Servicer prior to
      such date.

     

    3.  The
      Agent
      hereby waives any Servicer Default arising under Section 5.1(c) of the
      Receivables Purchase Agreement from any Periodic Reporting Failure; provided
      that this waiver shall only remain effective until October 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.

     

    4.  The
      Agent
      hereby waives any Servicer Default arising solely from the failure of the
      Servicer to satisfy the Independent Accountant's Report Delivery Requirement;
      provided that this waiver shall only remain effective until October 31, 2007
      unless the Servicer shall have satisfied the Independent Accountant's Report
      Delivery Requirement prior to such date.

     

    The
      Agent
      hereby expressly reserves, and nothing herein shall be construed as a waiver
      of,
      (i) any Servicer Default specified in paragraphs 1, 2, 3 and 4 above, to the
      extent that the effectiveness of the waiver of such Servicer Default shall
      lapse
      as described therein and (ii) any

    rights
      with respect to any breach constituting a Servicer Default or Potential Servicer
      Default 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-305

        
          

        

      

      
        
        

      

    


    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

     

    
      	 	
              ROYAL
                BANK OF CANADA, as Agent

               

              By:     
                /s/ KAREN
                STONE

              Name:      
                Karen Stone

              Title:       
                 Authorized Signatory

            
	
               

              Acknowledged
                and Agreed:

              NAVISTAR
                FINANCIAL CORPORATION

               

              By:    
                /s/ KRISTIN L
                MORAN

              Name:     
                Kristin L Moran

              Title:        V.P.,
                & General Counsel

               

              NAVISTAR
                FINANCIAL RETAIL RECEIVABLES CORPORATION

               

              By:   
                /s/ KRISTIN L
                MORAN

              Name:    
                Kristin L Moran

              Title:      
                V.P., & General Counsel

               

            	 


    

    



    
      
        
        

      

      
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