exhibit10_137.htm


    
      	
              Navistar
                Financial Corporation

              Navistar
                Financial Retail Receivables Corporation 

              425
                N Martingale Road, Suite
                1800

              Schaumburg,
                Illinois 60173

               

              Re:
                Waiver

               

              Ladies/Gentlemen:

            	
              March
                31, 2007

            


    

     

    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
      DeliveryRequirement") 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 DeliveryRequirement").


    
      
        
        

      

      
        E-307

        
          

        

      

      
        
        

      

    

     

    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 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 (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
      October 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
      October 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
      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 (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 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.


    
      
        
        

      

      
        E-308

        
          

        

      

      
        
        

      

    

     

    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, 3 and 4 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-309

        
          

        

      

      
        
        

      

    


    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

               

            
	 	
              THUNDER
                BAY FUNDING, LLC, as Conduit Investor

               

              By:  Royal
                Bank of Canada, its

              Attorney-in-fact

               

              By:  
 /s/
                ROGER
                PELLEGRINI

              Name:   
                 Roger Pellegrini.

              Title:      
                Authorized Signatory

               

            
	 	
              THE
                BANK OF NEW YORK, not in its individual capacity but solely as Indenture
                Trustee

               

              By:   
/s/
                JOHN
                BOBKO

              Name:     
                John Bobko.

              Title:      
                Vice President

               

            


    

    
       

      
        
          
          

        

        
          E-310

          
            

          

        

        
          
          

        

      

      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

       

       

      NAVISTAR
        FINANCIAL, 2006-RBC OWNER TRUST

       

      By:  Deutsche
        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

       

      By:   
/s/
        SUSAN
        BARSTOCK

      Name:   
         Susan Barstock

      Title:     
         Attorney-in-fact

       

      ROYAL
        BANK OF CANADA, as Swap Counterparty

      By:  
 /s/ 
M.
        RUTH PRESTON

      Name:     
        M. Ruth Preston

      Title:      
         Authorized Signatory

    

    [Signature
      Page to MC/Navistar Waiver Letter, dated
      March 2007 (for 2006
      Transaction)]              



    
      
        
        

      

      
        E-311