Common use of Legacy Countries Clause in Contracts

Legacy Countries. Notwithstanding anything to the contrary in this Agreement, following the Effective Date Navistar shall be entitled to continue to sell Medium Duty Trucks, Heavy Duty Trucks, and replacement parts therefor in each Legacy Country consistent with past practice prior to the Effective Date (but subject to Navistar’s export parts policy to be implemented on October 1, 2009); provided, however, that Navistar shall cease all such sales in each Legacy Country, and the Company shall commence sales of JV Trucks and JV Truck Replacement Parts in such Legacy Country, upon the earlier to occur of the following dates (such date, the “Legacy Country Commencement Date”): (a) the second (2nd) anniversary of the Core ROW Country Launch Date, and (b) such date as determined by the Board by Majority Consent. For the avoidance of doubt, if, on or before the Legacy Country Commencement Date with respect to any Legacy Country, the Board has not yet adopted by Majority Consent a version of that portion of the Initial Rolling Business Plan pertaining to such Legacy Country (including the Company’s branding strategy for such Legacy Country, a list of those particular Navistar Truck Models (if any) and Caterpillar Truck Models (if any) to be sold by the Company in such Legacy Country (together with an introduction date for each such model), and the selection of the JV Dealer(s) with respect to such Legacy Country) that is more detailed than as set forth in the Initial Rolling Business Plan, the Company shall adhere to the plan set forth in the Initial Rolling Business Plan. Notwithstanding the foregoing or any other provision of this Agreement (including Section 11.3), if, on or before the Legacy Country Commencement Date with respect to any Legacy Country, the Board has not yet selected, by Majority Consent, the JV Dealer(s) for such Legacy Country, the Company shall seek to enter into JV Dealer sales and service agreements with the existing Navistar dealers in such Legacy Country to sell in such Legacy Country all JV Trucks and JV Truck Replacement Parts sold by Navistar in such Legacy Country immediately prior to the Legacy Country Commencement Date until such selection is made. From and after the Legacy Country Commencement Date, neither Navistar nor its 5% Affiliates (excluding the Mahindra JV) shall sell any Medium Duty Trucks, Heavy Duty Trucks or replacement parts therefor in such Legacy Country; provided, however, that until such time as the Rolling Business Plan adopted by the Board provides for the sale of JV Trucks and JV Truck Replacement Parts in such Legacy Country, the Company shall be required to sell to the former Navistar dealers in such Legacy Country, Medium Duty Trucks, Heavy Duty Trucks, and replacement parts therefor consistent with past practice prior to the Legacy Country Commencement Date.

Legacy Countries. Notwithstanding anything to the contrary in this Agreement, following the Effective Date Navistar shall be entitled to continue to sell Medium Duty Trucks, Heavy Duty Trucks, and replacement parts therefor in each Legacy Country consistent with past practice prior to the Effective Date (but subject to Navistar’s export parts policy to be implemented on October 1, 2009)Date; provided, however, that Navistar shall cease all such sales in each Legacy Country, and the Company shall commence sales of JV Trucks and JV Truck Replacement Parts in such Legacy Country, upon the earlier to occur of the following dates (such date, the “Legacy Country Commencement Date”): (a) the second (2nd) anniversary of the Core ROW Country Launch Effective Date, and (b) such date as determined by the Board by Majority Consent. For the avoidance of doubt, if, on or before the Legacy Country Commencement Date with respect to any Legacy Country, the Board has not yet adopted by Majority Consent a version of that portion of the Initial Rolling Business Plan pertaining to such Legacy Country (including the Company’s branding strategy for such Legacy Country, a list of those particular Navistar Truck Models (if any) and Caterpillar Truck Models (if any) to be sold by the Company in such Legacy Country (together with an introduction date for each such model), and the selection of the JV Dealer(s) with respect to such Legacy Country) that is more detailed than as set forth in the Initial Rolling Business Plan, the Company shall adhere to the plan set forth in the Initial Rolling Business Plan. Notwithstanding the foregoing or any other provision of this Agreement (including Section 11.3), if, on or before the Legacy Country Commencement Date with respect to any Legacy Country, the Board has not yet selected, by Majority Consent, the JV Dealer(s) for such Legacy Country, the Company shall seek to enter into JV Dealer sales and service agreements with the existing Navistar dealers in such Legacy Country to sell in such Legacy Country all JV Trucks and JV Truck Replacement Parts sold by Navistar in such Legacy Country immediately prior to the Legacy Country Commencement Date until such selection is made. From and after the Legacy Country Commencement Date, neither Navistar nor its 5% Affiliates (excluding the Mahindra JV) shall sell any Medium Duty Trucks, Heavy Duty Trucks or replacement parts therefor in such Legacy Country; provided, however, that until such time as the Rolling Business Plan adopted by the Board provides for the sale of JV Trucks and JV Truck Replacement Parts in such Legacy Country, the Company shall be required to sell to the former Navistar dealers in such Legacy Country, Medium Duty Trucks, Heavy Duty Trucks, and replacement parts therefor consistent with past practice prior to the Legacy Country Commencement Date.