Common use of Pursuant to Master Component Supply Agreement No Clause in Contracts

Pursuant to Master Component Supply Agreement No. 7, Navistar shall have the right to purchase (i) all JV Truck Replacement Parts (but only to the extent that the Company has used or is using that replacement part on JV Trucks) and (ii) all replacement parts for North American Medium Duty XXX Trucks and Heavy Duty XXX Trucks that are manufactured or assembled by the Company for Navistar, in the case of each of clauses (i) and (ii), from the Company for re-sale by Navistar in North America solely for use in connection with any Navistar Vehicles sold in North America. Caterpillar shall sell such replacement parts that are produced by Caterpillar or its direct or indirect wholly owned subsidiaries or that are sourced by Caterpillar or its direct or indirect wholly owned subsidiaries from a third party supplier to the Company (for re-sale to Navistar) pursuant to the terms (including price) and subject to the conditions set forth in Master Component Supply Agreement No. 1. The selling Member under each applicable Master Component Supply Agreement will not unreasonably withhold its agreement to, or attach unreasonable conditions in, the negotiation or execution of any purchase schedule under any Master Component Supply Agreement. The Members will use good faith efforts to act reasonably in negotiating to enter into each purchase schedule under any Master Component Supply Agreement.

Pursuant to Master Component Supply Agreement No. 7, Navistar shall have the right to purchase (i) all JV Truck Replacement Parts (but only to the extent that the Company has used or is using that replacement part on JV Trucks) and (ii) all replacement parts for North American Medium Duty XXX CXX Trucks and Heavy Duty XXX CXX Trucks that are manufactured or assembled by the Company for Navistar, in the case of each of clauses (i) and (ii), from the Company for re-sale by Navistar in North America solely for use in connection with any Navistar Vehicles sold in North America. Caterpillar shall sell such replacement parts that are produced by Caterpillar or its direct or indirect wholly owned subsidiaries or that are sourced by Caterpillar or its direct or indirect wholly owned subsidiaries from a third party supplier to the Company (for re-sale to Navistar) pursuant to the terms (including price) and subject to the conditions set forth in Master Component Supply Agreement No. 1. The selling Member under each applicable Master Component Supply Agreement will not unreasonably withhold its agreement to, or attach unreasonable conditions in, the negotiation or execution of any purchase schedule under any Master Component Supply Agreement. The Members will use good faith efforts to act reasonably in negotiating to enter into each purchase schedule under any Master Component Supply Agreement.

Pursuant to Master Component Supply Agreement No. 7, Navistar shall have the right to purchase (i) all JV Truck Replacement Parts (but only to the extent that the Company has used or is using that replacement part on JV Trucks) and (ii) all replacement parts for North American Medium Duty XXX Trucks COX Xrucks and Heavy Duty XXX Trucks COX Xrucks that are manufactured or assembled by the Company for Navistar, in the case of each of clauses (i) and (ii), from the Company for re-sale by Navistar in North America solely for use in connection with any Navistar Vehicles sold in North America. Caterpillar shall sell such replacement parts that are produced by Caterpillar or its direct or indirect wholly owned subsidiaries or that are sourced by Caterpillar or its direct or indirect wholly owned subsidiaries from a third party supplier to the Company (for re-sale to Navistar) pursuant to the terms (including price) and subject to the conditions set forth in Master Component Supply Agreement No. 1. The selling Member under each applicable Master Component Supply Agreement will not unreasonably withhold its agreement to, or attach unreasonable conditions in, the negotiation or execution of any purchase schedule under any Master Component Supply Agreement. The Members will use good faith efforts to act reasonably in negotiating to enter into each purchase schedule under any Master Component Supply Agreement.