22 Uses in Amendments With Consent of Certificateholders and Noteholders Clause

Amendments With Consent of Certificateholders and Noteholders from Trust Agreement

TRUST AGREEMENT, dated as of April 30, 2009, between Navistar Financial Retail Receivables Corporation, a Delaware corporation, as Seller, and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as Owner Trustee.

Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Seller and the Owner Trustee with the consent of the Agent, the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of business on the preceding Distribution Date (unless the interests of the Noteholders are not materially and adversely affected thereby as evidenced by an Officers Certificate of the Servicer to that effect) and the consent of the Holders of Certificates (unless the interests of the Certificateholders are not materially and adversely affected thereby as evidenced by an Officers Certificate of the Servicer to that effect) evidencing not less than a majority of the ownership interests in the Owner Trust Estate as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note, (b) reduce the aforesaid percentage required to consent to any such amendment or (c) amend Section 2.3 or 4.3, without the consent of the Holders of all of the Notes and the Holders of all of the Certificates then outstanding. The Administrator shall furnish notice of the substance of any proposed amendment, supplement or consent under this Section 8.2 to the Agent and the Rating Agencies prior to obtaining consent thereto.

Amendments With Consent of Certificateholders and Noteholders from Trust Agreement

TRUST AGREEMENT, dated as of July 28, 2008, between Navistar Financial Retail Receivables Corporation, a Delaware corporation, as Seller, and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as Owner Trustee.

Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Seller and the Owner Trustee with the consent of the Agent, the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of business on the preceding Distribution Date (unless the interests of the Noteholders are not materially and adversely affected thereby as evidenced by an Officers Certificate of the Servicer to that effect) and the consent of the Holders of Certificates (unless the interests of the Certificateholders are not materially and adversely affected thereby as evidenced by an Officers Certificate of the Servicer to that effect) evidencing not less than a majority of the ownership interests in the Owner Trust Estate as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note, (b) reduce the aforesaid percentage required to consent to any such amendment or (c) amend Section 2.3 or 4.3, without the consent of the Holders of all of the Notes and the Holders of all of the Certificates then outstanding. The Administrator shall furnish notice of the substance of any proposed amendment, supplement or consent under this Section 8.2 to the Agent and the Rating Agencies prior to obtaining consent thereto.

Amendments With Consent of Certificateholders and Noteholders from Trust Agreement

TRUST AGREEMENT, dated as of April 25, 2008, between Navistar Financial Retail Receivables Corporation, a Delaware corporation, as Seller, and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as Owner Trustee.

Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Seller and the Owner Trustee with the consent of the Agent, the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of business on the preceding Distribution Date (unless the interests of the Noteholders are not materially and adversely affected thereby as evidenced by an Officers Certificate of the Servicer to that effect) and the consent of the Holders of Certificates (unless the interests of the Certificateholders are not materially and adversely affected thereby as evidenced by an Officers Certificate of the Servicer to that effect) evidencing not less than a majority of the ownership interests in the Owner Trust Estate as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note, (b) reduce the aforesaid percentage required to consent to any such amendment or (c) amend Section 2.3 or 4.3, without the consent of the Holders of all of the Notes and the Holders of all of the Certificates then outstanding. The Administrator shall furnish notice of the substance of any proposed amendment, supplement or consent under this Section 8.2 to the Agent prior to obtaining consent thereto.

Amendments With Consent of Certificateholders and Noteholders from Trust Agreement

TRUST AGREEMENT, dated as of October 20, 2006 between Navistar Financial Retail Receivables Corporation, a Delaware corporation, as Seller, and Chase Bank USA, National Association, a national banking association, as Owner Trustee.

Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Seller and the Owner Trustee with the consent of the Agent, the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of business on the preceding Distribution Date (unless the interests of the Noteholders are not materially and adversely affected thereby as evidenced by an Officers Certificate of the Servicer to that effect) and the consent of the Holders of Certificates (unless the interests of the Certificateholders are not materially and adversely affected thereby as evidenced by an Officers Certificate of the Servicer to that effect) evidencing not less than a majority of the ownership interests in the Owner Trust Estate as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note, (b) reduce the aforesaid percentage required to consent to any such amendment or (c) amend Sections 2.3 or 4.3, without the consent of the Holders of all of the Notes and the Holders of all of the Certificates then outstanding. The Administrator shall furnish notice of the substance of any proposed amendment, supplement or consent under this Section 8.2 to the Agent prior to obtaining consent thereto.

Amendments With Consent of Certificateholders and Noteholders from Trust Agreement

TRUST AGREEMENT, dated as of September 1, 2006 between Navistar Financial Retail Receivables Corporation, a Delaware corporation, as Seller, and Chase Bank USA, National Association, a national banking association, as Owner Trustee.

Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Seller and the Owner Trustee with the consent of the Funding Agent and the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of business on the preceding Distribution Date (unless the interests of the Noteholders are not materially and adversely affected thereby as evidenced by an Officers Certificate of the Servicer to that effect) and the consent of the Holders of Certificates (unless the interests of the Certificateholders are not materially and adversely affected thereby as evidenced by an Officers Certificate of the Servicer to that effect) evidencing not less than a majority of the ownership interests in the Owner Trust Estate as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note, (b) reduce the aforesaid percentage required to consent to any such amendment or (c) amend Section 4.3, without the consent of the Holders of all of the Notes and the Holders of all of the Certificates then outstanding.

Amendments With Consent of Certificateholders and Noteholders from Trust Agreement

TRUST AGREEMENT, dated as of July 27, 2005 between Navistar Financial Retail Receivables Corporation, a Delaware corporation, as Seller, and Chase Bank USA, National Association, a national banking association, as Owner Trustee.

Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Seller and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of business on the preceding Distribution Date and the consent of the Holders of Certificates evidencing not less than a majority of the ownership interests in the Owner Trust Estate as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note or the Specified Reserve Account Balance, (b) reduce the aforesaid percentage required to consent to any such amendment or (c) amend Section 4.3, without the consent of the Holders of all of the Notes and the Holders of all of the Certificates then outstanding. The Administrator shall furnish notice of the substance of any proposed amendment, supplement or consent under this Section 8.2 to each of the Rating Agencies prior to obtaining consent thereto.

Amendments With Consent of Certificateholders and Noteholders from Trust Agreement

TRUST AGREEMENT, dated as of November 17, 2004 between Navistar Financial Retail Receivables Corporation, a Delaware corporation, as Seller, and Chase Manhattan Bank USA, National Association, a national banking association, as Owner Trustee.

Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Seller and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of business on the preceding Distribution Date and the consent of the Holders of Certificates evidencing not less than a majority of the ownership interests in the Owner Trust Estate as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note or the Specified Reserve Account Balance, (b) reduce the aforesaid percentage required to consent to any such amendment or (c) amend Section 4.3, without the consent of the Holders of all of the Notes and the Holders of all of the Certificates then outstanding. The Administrator shall furnish notice of the substance of any proposed amendment, supplement or consent under this Section 8.2 to each of the Rating Agencies prior to obtaining consent thereto.

Amendments With Consent of Certificateholders and Noteholders from Trust Agreement

TRUST AGREEMENT, dated as of April 1, 2004 between Navistar Financial Retail Receivables Corporation, a Delaware corporation, as Seller, and Chase Manhattan Bank USA, National Association, a national banking association, as Owner Trustee.

Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Seller and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of business on the preceding Distribution Date and the consent of the Holders of Certificates evidencing not less than a majority of the ownership interests in the Owner Trust Estate as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note or the Specified Reserve Account Balance, (b) reduce the aforesaid percentage required to consent to any such amendment or (c) amend Section 4.3, without the consent of the Holders of all of the Notes and the Holders of all of the Certificates then outstanding. The Administrator shall furnish notice of the substance of any proposed amendment, supplement or consent under this Section 8.2 to each of the Rating Agencies prior to obtaining consent thereto.