Exhibit



Exhibit 10-c



	
				
	
	

	 
	EXECUTION VERSION

	 
	 

	DATED 22 MARCH 2017 BETWEEN

	

	 
	RECEIVABLES PURCHASE AGREEMENT
	 


















	
			
	CONTENTS

	Clause
	Page

	1.
	Definitions and Construction
	2

	2.
	Purchase and Sale
	11

	3.
	Conditions Precedent to Initial Purchase
	12

	4.
	Payments to the Purchaser, etc
	14

	5.
	Representations, Warranties and Undertakings
	14

	6.
	Remedies for Untrue Representation, etc
	17

	7.
	Further Assurance; Security Interest
	18

	8.
	Notices
	19

	9.
	Assignment and Supplements
	20

	10.
	Amendments and Modifications
	20

	11.
	Rights Cumulative, Waivers
	20

	12.
	Apportionment
	20

	13.
	Partial Invalidity
	21

	14.
	Confidentiality
	21

	15.
	No Liability and No Petition
	22

	16.
	Limited Recourse
	23

	17.
	Governing Law and Jurisdiction
	23

	18.
	Termination
	23

	19.
	Integration
	23

	20.
	Binding Effect
	23

	21.
	Counterparts
	24

	Schedule 1 Eligibility Criteria
	25

	Schedule 2 Conclusion of Purchase - Offer and Acceptance, Purchase Price and Perfection
	27

	Part 1 Conclusion of Purchase - Offer and Acceptance
	27

	Part 2 Purchase Price
	28

	Part 3 Perfection
	29

	Schedule 3 Representations, Warranties and Undertakings
	33

	Part 1 Representations and Warranties relating to the Seller
	33

	Part 2 Representations and Warranties relating to the Purchased Receivables
	36

	Part 3 Representations and Warranties relating to the Purchaser
	37

	Schedule 4 Form of Solvency Certificate
	38












RECEIVABLES PURCHASE AGREEMENT
This RECEIVABLES PURCHASE AGREEMENT, dated 22 MARCH 2017 is made between MERITOR HVS AB, a Swedish limited liability company (the "Seller"), and VIKING ASSET PURCHASER No. 7 IC (registration no. 92607), an incorporated cell of VIKING GLOBAL FINANCE ICC, an incorporated cell company incorporated under the laws of Jersey, having its registered office at 44 Esplanade St Helier, Jersey JE4 9WG (the "Purchaser").
RECITAL:
The Seller is prepared to make Offers of Receivables to the Purchaser. The Purchaser will issue Acceptances to the Seller, in each case on the terms and subject to the conditions set forth herein.
Accordingly, parties agree as follows:
		
	1.
	DEFINITIONS AND CONSTRUCTION


		
	1.1
	Definitions


In this Agreement the following terms have the following meanings:
"Acceptance" means an acceptance issued by the Purchaser to the Seller through the PrimeRevenue System or in any other form acceptable to the Purchaser in response to an Offer.
"Accounts" means bank accounts number ####### with #######, and all such other accounts as may from time to time be in addition thereto or substituted therefore.
"Accounts Administrator" means Structured Finance Servicer A/S acting through its office at Copenhagen and any person appointed as accounts administrator in respect of inter alia the Transaction for the Purchaser.
"Accounts Pledge Agreement" means the pledge agreement(s) over the Accounts dated 12 June 2006 entered into by or on behalf of the Purchaser and the Programme Trustee.
"Adverse Claim" means any lien, security interest or other charge or encumbrance, or other right or claim in, of or on any asset or property of a Person in favor of another Person.
"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person.
"Aggregate Euro Outstanding Amount" means, at any time, the aggregate of the Euro Outstanding Amount of all of the Purchased Receivables at that time.
"Aggregate Outstanding Amount" means, at any time, the aggregate of the Outstanding Amount of all the Purchased Receivables at that time.
"Anti-Corruption Laws" means all laws, rules and regulations from time to time, as amended, concerning or relating to bribery or corruption, including but not limited to 


	
			
	 
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the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and all other applicable anti-bribery and corruption laws.
"Belgian Legal Opinion" means the legal opinion dated on or about the date hereof issued by Clifford Chance LLP and addressed to Nordea Bank AB (publ) and the Purchaser as to certain matters of Belgian law.
"Business Day" means a day on which banks are open in Copenhagen, Stockholm, Jersey, London and Oslo for the transaction of business of the nature required by the Transaction Documents.
"Calculation Date" means a Purchase Date provided that if such day is not a Business Day it shall be the next Business Day following such day.
"CMSAs" means the Customer Managed Service Agreement with each of Volvo Bussar AB, Volvo Group Belgium NV, Volvo Lastvagnar AB and Volvo Logistics AB and any other Customer Managed Service Agreement entered into between a Permitted Obligor and PrimeRevenue, and "CMSA" means any of them.
"Collections" means the aggregate of all amounts paid by the relevant obligors in respect of any and all Purchased Receivables relating to the Purchaser plus any amounts payable to the Purchaser by the Seller but not yet paid to the Purchaser following settlement of the final amount of any claim under any of the warranties, covenants and indemnities contained in this Agreement.
"CP Programme" means the EUR 2,000,000,000 multi-currency asset-backed commercial paper programme for the issue of commercial paper notes established by the Issuer.
"Defaulted Receivable" means a Purchased Receivable in respect of which there is a Permitted Obligor Default.
"Delinquent Receivable" means, at any time, a Receivable in respect of which all or any part of the Outstanding Amount is not paid on its due date.
"Economic Sanctions Law" means any economic or financial sanctions administered, enacted or enforced by OFAC, the US Department of State, any other agency of the US government, the United Nations, the European Union or any member state thereof, or any other national economic sanctions authority. Notwithstanding the foregoing, Economic Sanctions Law shall not include any economic or financial sanctions administered by the Russian Federation or any authority of the Russian Federation;
"Eligibility Criteria" means the eligibility criteria in respect of the Purchased Receivables set out in Schedule 1 of this Agreement.
"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.


	
			
	 
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"euro" or "EUR" means the single currency of any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.
"Euro Outstanding Amount" means, in relation to any Purchased Receivable, the Outstanding Amount of such Purchased Receivable converted into euro at the Foreign Exchange Rate in respect of such Purchased Receivable.
"EURIBOR" means: (a) the euro interbank offered rate for the relevant period which is displayed on page EURIBOR01 on the Reuters Screen or any successor thereto; (b) if no such rate appears, the arithmetic mean (rounded upward to four decimal places) of the rates quoted by the Reference Banks to leading banks in the European interbank market, as determined by the Accounts Administrator, at or about 11.00 a.m. Copenhagen time on the Business Day immediately prior to the applicable Calculation Date for the offering of euro deposits for the relevant period; or (c) if there are not sufficient quotations pursuant to (b), the interest rate which according to the Accounts Administrator best reflects the interest rate for deposits in euro offered in the European interbank market for the relevant period. In the event that the EURIBOR01 page is replaced or service ceases to be available, the Purchaser may specify another page or service displaying the appropriate rate.
"Face Amount" means the face amount in respect of the Receivables.
"Fee Letter" means the fee letter entered into between the Purchaser and the Sellers on or about the date hereof.
"FI Agreement" means the financial institution agreement dated 12 June 2006 and entered into between the Purchaser and PrimeRevenue.
"Financial Indebtedness" means (i) moneys borrowed, (ii) finance or capital leases, (iii) receivables sold or discounted (other than on a non-recourse basis), (iv) other transactions having the commercial effect of a borrowing, (v) the marked to market value of derivative transactions entered into in connection with protection against or benefit from fluctuation in any rate or price, (vi) counter-indemnity obligations in respect of guarantees or other instruments issued by a bank or financial institution, and (vii) liabilities under guarantees or indemnities for any of the obligations referred to in items (i) to (vi).
"Foreign Exchange Rate" means for any Purchased Receivable, the rate at which SEK are to be exchanged into euro pursuant to any foreign exchange agreement entered into in respect of such Purchased Receivable on or about the Purchase Date in respect of such Purchased Receivable.
"Issuer" means Viking Asset Securitisation Limited, a company incorporated in Jersey with limited liability, having its registered office at 44 Esplanade, St Helier, Jersey JE4 9WG.
"Margin" shall be as set out in the Fee Letter.


	
			
	 
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"Master Security Trust Deed" means the security trust deed dated 12 June, 2006 between the Purchaser and the Programme Trustee inter alia in relation to the Transaction, as supplemented by a supplemental security trust deed.
"Moody's" means Moody's Investors Service Limited and includes any successor to its rating business.
"Offer" means, as to the Seller, an irrevocable offer from the Seller to the Purchaser for the sale of Receivables and given by the Seller to the Purchaser through the PrimeRevenue System or in any other form acceptable to the Purchaser and "to Offer" and "Offered" shall have the corresponding meaning.
"Outstanding Amount" means at any time in respect of any Receivable or Purchased Receivable, the total amount due and owing by the relevant Permitted Obligor at that time in respect of the relevant Receivable or Purchased Receivable. For the avoidance of doubt, the Outstanding Amount for any Purchased Receivable shall not be reduced by virtue of any set off or counterclaim which reduces the amount recoverable in respect of that Purchased Receivable.
"Permitted Currency" means SEK and EUR.
"Permitted Obligors" means Volvo Bussar AB, Volvo Group Belgium NV, Volvo Lastvagnar AB and Volvo Logistics AB and any other company within the Volvo group that has entered into a Customer Managed Service Agreement (in all material respects corresponding to the CMSAs) with PrimeRevenue and that has been approved in writing by the Purchaser and the Seller.
"Permitted Obligor Default" means, at any time, when a Permitted Obligor is unable to pay its debts as they fall due or otherwise acknowledges its insolvency or by or against whom any administration, insolvency, bankruptcy, receivership, arrangement, liquidation or similar procedures have been instituted or for whom a receiver, liquidator or similar person has been appointed in respect of all or a substantial part of its assets.
"Person" means any natural person, partnership, joint venture, corporation, trust, unincorporated association, limited liability company, or other organization.
"PrimeRevenue" means PrimeRevenue, Inc. a company incorporated under the laws of the state of Delaware having its registered office at 1349 West Peachtree St., Suite 900, Atlanta, GA, USA.
"PrimeRevenue System" means the system for the sale and transfer of receivables as described in the CMSAs, each Supplier Agreement and the FI Agreement.
"Programme Trustee" means CitiCorp Trustee Company Limited or such other person so designated in accordance with the Master Security Trust Deed.
"Purchase Date" means each date upon which a sale and purchase of Receivables is concluded pursuant to Clause 2.2 of this Agreement.


	
			
	 
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"Purchase Price" means the aggregate Receivables Purchase Price paid or to be paid by the Purchaser to the Seller in respect of all Purchased Receivables with respect to a particular Settlement Date.
"Purchased Receivables" means all Receivables which are the subject to any sale and purchase (or any purported sale and purchase) pursuant to Clause 2.2 of this Agreement and any other Receivables in respect of which the Receivables Purchase Price has been paid or will be paid by the Purchaser to the Seller.
"Receivable" means any account or receivable owed to the Seller in the ordinary course of business by any Permitted Obligor including all Related Security and all other rights of the Seller pertaining to such Receivable (evidenced as a "Payment Obligation", as defined in the respective CMSA) in accordance with the respective CMSA, including but not limited to all of the Seller's rights under Section 18(f) of the respective CMSA.
"Receivables Purchase Price" shall be calculated as to each Purchased Receivable as follows: CA - (CA x IR / (360/DM)); where
DM = actual number of days to and including the relevant maturity date of such Purchased Receivables
CA = the Certified Amount (as defined in and within the meaning of the relevant Supplier Agreement) of such Purchased Receivable
IR = means the interest rate, which shall be three (3) months STIBOR or, in respect of Purchased Receivables denominated in EUR, three (3) months EURIBOR, plus the Margin
"Records" means: (a) all files, correspondence, notes of dealing and other documents, books, books of account, registers, records and other information; and (b) all computer tapes, discs, computer programmes, data processing software and related property rights, owned by or under the control and disposition of the Seller, in each case only to the extent relating to the Purchased Receivables.
"Reference Banks" means a minimum of four of the banks (including, in each case, Nordea Bank AB (publ)) as selected by the Accounts Administrator which quote rates for the offering of deposits in SEK or EUR to leading banks in the relevant interbank market for the relevant period immediately prior to the time set out in the definition of STIBOR and EURIBOR on the applicable Calculation Date.
"Related Security" means, with respect to any Receivable, (a) all present and future accounts, instruments, documents, chattel paper and general intangibles relating to the Receivable and (b) all proceeds of any of the foregoing.
"Sanctioned Territory" means, as of any date of determination, any country or other territory subject to a general export, import, financial or investment embargo under Economic Sanctions Law, which territories, as of the date of this Agreement, include Crimea, Cuba, Iran, Sudan and Syria;


	
			
	 
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"S&P" or "Standard & Poor's" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor company of such rating business.
"Security Interest" means any mortgage, charge, floating charge, assignment or assignation by way of security, lien, pledge, hypothecation, right of set-off (or analogous right), retention of title, flawed asset or blocked-deposit arrangement or any other encumbrance or security interest or security arrangement whatsoever created or arising under any relevant law or any agreement or arrangement having the effect of or performing the economic function of conferring security howsoever created or arising.
"SEK" means the lawful currency of the Kingdom of Sweden.
"Seller" means Meritor HVS AB, registration number 556550-0237 in its capacity as a seller under this Agreement and not in any other capacity.
"Seller Potential Suspension Event" means any event which, with the giving of notice and/or lapse of time and/or making of any determination and/or any certification, would constitute a Seller Suspension Event or a Termination Event under paragraph [(c)] or [(d)] of that definition.
"Seller Suspension Event" means any of the following events:
		
	(a)
	Failure to pay: the Seller fails to pay any amount due and payable under this Agreement or the relevant Supplier Agreement within three (3) Business Days of the due date or a demand in writing.


		
	(b)
	Failure to perform other obligations: the Seller fails to observe or perform any of its other material obligations under this Agreement or the relevant Supplier Agreement or under any undertaking or arrangement entered into in connection therewith and, in the case of a failure capable of being remedied, within ten (10) days after receipt by the Seller of a request in writing from the Purchaser, that the same be remedied, it has not been remedied to the Purchaser's reasonable satisfaction.


		
	(c)
	Representations, warranties or statements proving to be incorrect: Any representation, warranty or statement which is made (or deemed or acknowledged to have been made) by the Seller under this Agreement or the relevant Supplier Agreement or which is contained in any certificate, statement or notice provided by the Seller under or in connection with this Agreement or the relevant Supplier Agreement proves to be incorrect to an extent which, in the reasonable opinion of the Purchaser, is likely to affect the ability of the Seller to perform its obligations under any of the Transaction Documents to which it is a party in a manner which is material and adverse in the context of the Transaction or which is likely materially and adversely to affect the collectability of the Purchased Receivables or any of them.


		
	(d)
	Provisions becoming unenforceable: Any provision of any of the Transaction Documents to which the Seller is a party is or becomes, for any reason, invalid or unenforceable and for so long as such provision remains invalid and 




	
			
	 
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unenforceable to an extent which, in the reasonable opinion of the Purchaser, is likely materially and adversely to affect the ability of any Seller (acting in any capacity under any of the Transaction Documents to which it is a party) to perform its obligations under any of the Transaction Documents to which it is a party in a manner which is material and adverse in the context of the Transaction or which is likely to materially and adversely affect the collectability of the Purchased Receivables or any of them.
		
	(e)
	Suspension or expropriation of business operations: the Seller changes, suspends or threatens to suspend a substantial part of the present business operations which it now conducts directly or indirectly, or any governmental authority expropriates all or a substantial part of its assets and the result of any of the foregoing is, in the reasonable opinion of the Purchaser, likely to affect the ability of any Seller to observe or perform its obligations under any of the Transaction Documents to which it is a party in a manner which is material and adverse in the context of the Transaction or which is likely to materially and adversely affect the collectability of the Purchased Receivables or any of them.


		
	(f)
	Enforcement by creditors: Any form of execution or arrest is levied or enforced upon or sued out against all and any assets of the Seller and is not discharged within twenty (20) days of being levied, or any Security Interest which may for the time being affect any material part of its assets becomes enforceable and steps are lawfully taken by the creditor to enforce the same. No Seller Suspension Event will occur under this paragraph (f) if the aggregate amount of the claim enforced is less than EUR 35,000,000 or the equivalent in any other currency.


		
	(g)
	Arrangement with Creditors: the Seller proposes or makes any arrangement or composition with, or any assignment or trust for the benefit of, its creditors generally involving (not necessarily exclusively) indebtedness which the Seller, as the case may be, would not otherwise be able to repay or service in accordance with the terms thereof.


		
	(h)
	Winding-up: A petition is presented (unless contested in good faith and discharged or stayed within twenty (20) days) or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Seller (other than for the purposes of and followed by a solvent reconstruction previously approved in writing by the Purchaser (such approval not to be unreasonably withheld or delayed), unless during or following such reconstruction the Seller, as the case may be, becomes or is declared to be insolvent).


"Settlement Date" means, in respect of a Purchased Receivable, the first (1st) Business Day after the relevant Calculation Date.
"STIBOR" means (a) the Stockholm interbank offered rate for the relevant period which is displayed on NASDAQ OMX Stockholm's website or any successor thereto or (b) if no such rate appears, the arithmetic mean (rounded upward to four decimal places) of the rates quoted by the Reference Banks to leading banks in the Stockholm interbank market, as determined by the Accounts Administrator, at or about 11.00 Stockholm time 


	
			
	 
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on the Business Day immediately prior to the applicable Calculation Date for the offering of SEK deposits for the relevant period; or (c) if there are not sufficient quotations pursuant to (b), the interest rate which according to the Accounts Administrator best reflects the interest rate for deposits in SEK offered in the Stockholm interbank market for the relevant period. In the event that the NASDAQ OMX Stockholm website is replaced for purposes of displaying the relevant rate or such service ceases to be available, the Purchaser may specify another page or service displaying the appropriate rate.
"Supplier Agreement" means the supplier agreement entered or to be entered into between the Seller and PrimeRevenue, pursuant to which each of the Permitted Obligors is defined as a Customer.
"Swedish Legal Opinion" means the legal opinion dated on or about the date hereof issued by Advokatfirman Vinge KB and addressed to Nordea Bank AB (publ) and the Purchaser as to certain matters of Swedish law.
"Tax" or "tax" includes all forms of tax, duty or charge on gross or net income, profits or gains, distributions, receipts, sales, use, occupation, franchise, value added, personal property and instruments, and any levy, impost, duty, charge or withholding of any nature whatsoever chargeable by any authority, whether in Sweden, the United States, Jersey or elsewhere, together with all penalties, charges and interest relating to any of the foregoing.
"Termination Date" means the earliest date on which a Termination Event occurs.
"Termination Event" means the occurrence of any of the following:
		
	(a)
	three (3) years having elapsed from the date of the execution of this Agreement;


		
	(b)
	a failure by the Seller to perform any of its material obligations within ten (10) Business Days after notification in writing of such failure to perform;


		
	(c)
	in relation to the Seller, any corporate or other company action being taken or becoming pending, any other steps being taken or any legal proceedings being commenced or threatened or becoming pending for (i) the insolvency, bankruptcy, liquidation, dissolution, administration or reorganisation of the Seller, as the case may be (other than for the purposes of and followed by a solvent reconstruction previously approved in writing by the Purchaser (such approval not to be unreasonably withheld or delayed) unless during or following such reconstruction the Seller, as the case may be, becomes or is declared to be insolvent), (ii) the Seller to enter into any composition or arrangement with its creditors generally, or (iii) the appointment of a receiver, administrative receiver, trustee or similar officer in respect of the Seller or substantially all of its property, undertaking or assets, which appointment, action, step or proceeding is not being contested in good faith by the Seller, as the case may be, and, if so contested, is not dismissed or withdrawn within thirty (30) days;


		
	(d)
	any CMSA or any Supplier Agreement being amended to the detriment of the Purchaser or if any CMSA, the FI Agreement or any Supplier Agreement is terminated for whatever reason or if any third party right in any CMSA or any 




	
			
	 
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Supplier Agreement in relation to which the Purchaser is a beneficiary becomes invalid or unenforceable;
		
	(e)
	a Seller Suspension Event has occurred and is continuing for a period of sixty (60) days or longer, subject to written notice being given by the Purchaser; and


		
	(f)
	(i) any Financial Indebtedness of the Seller is not paid when due nor within any originally applicable grace period, or is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); (ii) any commitment for any Financial Indebtedness of the Seller is cancelled or suspended by a creditor as a result of an event of default (however described); or (iii) any creditor of the Seller becomes entitled to declare any Financial Indebtedness of any Affiliate of the Seller due and payable prior to its specified maturity as a result of an event of default (however described); provided, however no Termination Event will occur under this paragraph (f) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (i) to (iii) above is less than EUR 35,000,000 or the equivalent in any other currency.


"Total Commitment" means EUR 155,000,000, as such amount may be reduced as provided in this definition. The Total Commitment also will be reduced (A) at the request of all of the Sellers or (B) if the Purchaser in connection with an annual review (such annual review to be made at each anniversary of this Agreement) determines that the twelve (12) months rolling average of the Aggregate Outstanding Amount ("Outstanding Average") is less than seventy (70) per cent of the Total Commitment, at which time the Total Commitment will be reduced by an amount equal to fifty (50) per cent of the difference between the Outstanding Average and the Total Commitment. The Total Commitment may be increased as agreed in writing between the Sellers and the Purchaser from time to time.
"Transaction" means the transactions relating to this Agreement envisaged by the Transaction Documents whereby any or all of the Sellers may sell certain Receivables to the Purchaser and the Purchaser may purchase such Receivables.
"Transaction Documents" means the documents relating to the Transaction, including this Agreement, the FI Agreement, the CMSAs and the Supplier Agreements and any agreement or document executed pursuant to or in connection with any of these documents.
"UCC" means the Uniform Commercial Code, as the same may be in effect from time to time in the State of New York, provided that if, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the Purchaser's security interest in any Receivables is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.
"United States" means the United States of America.


	
			
	 
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"VAT" means:
		
	(a)
	any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and


		
	(b)
	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.


		
	1.2
	Construction


		
	1.2.1
	References in this Agreement to any person shall include references to his successors, transferees and assignees and any person deriving title under or through him.


		
	1.2.2
	References in this Agreement to any statutory provision shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under any such re-enactment.


		
	1.2.3
	References in this Agreement to any agreement or other document shall be deemed also to refer to such agreement or document as amended, varied, supplemented, replaced or novated from time to time.


		
	1.3
	No exclusivity


Nothing in this agreement restricts the Purchaser from acquiring, from persons other than the Sellers, accounts or receivables owed by Permitted Obligors.
		
	2.
	PURCHASE AND SALE


		
	2.1
	Purchase of Receivables


Subject to the terms and conditions of this Agreement, and within the limits of the Total Commitment, the Purchaser agrees that it will purchase Receivables from the Seller on a continuous basis from the date hereof until the Termination Date, it being understood and agreed that the limits of the Total Commitment shall apply to the Seller and that the Purchaser shall have no obligation to purchase Receivables that are the subject of any Offer of the Seller to the extent that, immediately after giving effect to such proposed purchase, the Aggregate Euro Outstanding Amount of all Purchased Receivables of the Sellers would exceed the Total Commitment. If an Offer of Receivables of the Seller would result in the Aggregate Euro Outstanding Amount of all Purchased Receivables of the Seller exceeding the Total Commitment, then at the option of the Purchaser acting in its sole discretion, (i) the Offer may be modified such that only certain Receivables, in an aggregate amount such that the Total Commitment will not be exceeded, will be purchased, such that no partial Receivable shall be the subject of an Offer or purchased hereunder, or (ii) the Purchaser may decide to accept the Offer and purchase such Receivables, but for the avoidance of doubt shall have no obligation to do so.
		
	2.2
	Conclusion of purchase - offer and acceptance




	
			
	 
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The sale and purchase of Receivables shall in each case be concluded as set out in Part 1 of Schedule 2.
		
	2.3
	Purchase Price


The Purchase Price for Purchased Receivables shall be paid and calculated as set out in Part 2 of Schedule 2.
		
	2.4
	VAT


Any VAT refund collected from the VAT authorities by the Seller following credit losses on a Purchased Receivable shall be for the benefit of the Purchaser and be paid by the Seller to the Purchaser. The Seller undertakes to take any action permissible, and required by the Purchaser, to assist in collecting any such VAT refund for the benefit of the Purchaser, including but not limited to acquiring the Purchased Receivable at a price equal to any VAT refund available for collection and any amounts recoverable from the Permitted Obligor (if any) and to pay such purchase price upon and to the extent of receipt of the VAT refund and any amounts recovered from the Permitted Obligor.
		
	2.5
	Perfection and Notice


Each sale and purchase of Receivables pursuant to this Clause 2 shall be perfected through the actions described in Part 3 of Schedule 2.
		
	2.6
	Seller's receipt of payment in respect of Purchased Receivables


In the event that, notwithstanding the notification referred to in Clause 2.4, the Seller receives from the Permitted Obligors any payment in respect of Purchased Receivables, the Seller shall pay to the Purchaser promptly following such a receipt, all such Collections received by it in respect of the Purchased Receivables to the account as notified by the Purchaser pursuant to Clause 4.2.
		
	3.
	CONDITIONS PRECEDENT TO INITIAL PURCHASE


		
	3.1
	The effectiveness of this Agreement is subject to the satisfaction (as determined in the reasonable opinion of the Purchaser) of the following conditions precedent:


		
	3.1.1
	The Purchaser has received evidence that the Seller have validly executed and delivered all of the Transaction Documents to which it is a party;


		
	3.1.2
	The Purchaser has received certified copies of the resolutions of the board of directors of the Seller approving the Transaction Documents to which it is a party and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents to which it is a party;


		
	3.1.3
	The Purchaser has received a certificate of a director of the Seller and certifying the names and true signatures of its officers authorised to sign the Transaction Documents to which it is a party;




	
			
	 
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	3.1.4
	The Purchaser has received a copy of the articles of incorporation (or any other applicable organisational document) of the Seller, certified as of a recent date by a director of the Seller.


		
	3.1.5
	The Purchaser has received a solvency certificate from the Seller, substantially in the form of Schedule 4;


		
	3.1.6
	The Purchaser has received the Swedish Legal Opinion and the Belgian Legal Opinion; and


		
	3.1.7
	The Purchaser has received such other approvals, such other legal opinions of reputable law firm(s) as to the laws of the jurisdiction(s) each of them deem relevant, and such other documents as the Purchaser may request.


		
	3.2
	The Purchaser's obligation to purchase Receivables pursuant to this Agreement on any Purchase Date is subject to the satisfaction (as determined in the reasonable opinion of the Purchaser) of the following conditions precedent:


		
	3.2.1
	The Seller has made an Offer and the Purchaser has given an Acceptance with respect to the related Receivables;


		
	3.2.2
	All actions that are required to be completed pursuant to Part 3 of Schedule 2 prior to any purchase of the related Receivables have been completed;


		
	3.2.3
	The representations and warranties of the Seller in, or incorporated or referenced in, Clause 5 of this Agreement are correct on and as of the Purchase Date as though made on and as of such date;


		
	3.2.4
	No Termination Event shall have occurred, nor shall the Termination Date have occurred; and


		
	3.2.5
	No law, regulation, directive, communication or action shall have been imposed or taken by any court, governmental authority or administrative body which (i) may render any of the terms and conditions of the Transaction Documents illegal or unenforceable, (ii) prohibit or prevent the purchase of Receivables hereunder or (iii) otherwise restrain, prevent or impose materially adverse conditions upon the Transaction.


Notwithstanding the foregoing, unless otherwise specified by the Purchaser in a written notice to the Seller, each sale or other transfer shall occur automatically at all times prior to the occurrence of a Termination Event or the Termination Date, with the result that the title to all Receivables shall vest in the Purchaser automatically on the related Purchase Date without any further action of any kind by the Seller or the Purchaser, whether or not the conditions precedent to such sale or other transfer were in fact satisfied on such date and notwithstanding any delay in making payment of the Purchase Price for such Receivables (but without impairing the Purchaser's obligation to pay such Purchase Price in accordance with the terms hereof).




	
			
	 
	13
	 











		
	4.
	PAYMENTS TO THE PURCHASER, ETC.


		
	4.1
	All amounts to be paid to the Purchaser under this Agreement shall be paid when due to the relevant account and at the times specified below.


		
	4.2
	Any amounts payable to the Purchaser under this Agreement shall be remitted to the accounts notified in writing to the Seller by the Accounts Administrator no later than the time indicated in such notice.


		
	4.3
	All payments made by the Seller under this Agreement shall be made without set-off, counterclaim or withholding. If the Seller is compelled by law or otherwise to make any deduction, the Seller shall pay any additional amount as will result in the net amount received by the Purchaser being equal to the full amount which would have been received had there been no deduction or withholding.


		
	5.
	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS


		
	5.1
	Warranties relating to the Seller


As at each Purchase Date, the Seller shall make the representations and warranties to the Purchaser in the terms set out in Part 1 of Schedule 3 in relation to itself and with reference to the facts and circumstances subsisting on such Purchase Date.
		
	5.2
	Warranties relating to Purchased Receivables


As at each Purchase Date, the Seller shall make the representations and warranties to the Purchaser in the terms set out in Part 2 of Schedule 3 with respect to the Receivables to be sold by it and purchased by the Purchaser on such Purchase Date with reference to the facts and circumstances subsisting on such Purchase Date.
		
	5.3
	Obligation to notify in case of incorrect representations, etc.


The Seller shall forthwith notify the Purchaser if any of the representations and warranties referred to in this Clause 5 were incorrect when made promptly upon becoming aware thereof.
		
	5.4
	Covenants and undertakings


The Seller covenants and undertakes with and to the Purchaser as follows:
		
	5.4.1
	Indemnity against claims: the Purchaser shall have no obligation or liability with respect to any Purchased Receivables nor will the Purchaser be required to perform any of the obligations of the Seller (or any of its agents) under any such contracts save, in each case, as specifically provided in this Agreement. The Seller will on demand indemnify and keep indemnified the Purchaser and the Accounts Administrator against any cost, claim, loss, expense, liability or damages (including legal costs and out-of-pocket expenses) (except to the extent that such cost, claim, loss, expense, liability or damage shall have arisen as a consequence of any breach of this Agreement by, or as a result of the wilful misconduct or negligence of the Purchaser) reasonably and properly incurred or 




	
			
	 
	14
	 











suffered by the Purchaser as a consequence of any claim or counterclaim or action of whatsoever nature made or taken by a Permitted Obligor or any third party arising out of or in connection with any Purchased Receivables or any services which are the subject of such Purchased Receivables, other than a claim or counterclaim arising as a result of the insolvency of such Permitted Obligor;
		
	5.4.2
	Indemnity against breach: the Seller will on demand indemnify and keep indemnified the Purchaser and the Accounts Administrator against any cost, claim, loss, expense, liability or damages (including legal costs and out-of-pocket expenses) reasonably and properly incurred or suffered by the Purchaser as a consequence of any breach by the Seller of this Agreement or any other Transaction Document (to which the Seller is a party) (except to the extent that such cost, claim, loss, expense, liability or damages shall not have arisen as a consequence of any breach of this Agreement by, or as a result of the willful misconduct or negligence of the Purchaser);


		
	5.4.3
	No set-off: the Seller shall not take any action which would cause any set-off, counterclaim, credit, discount, allowance, right of retention or compensation, right to make any deduction, equity or any other justification for the non-payment of any of the amounts payable under any Purchased Receivable (whether by the relevant Permitted Obligor or otherwise) without the prior written consent of the Purchaser (acting through the Accounts Administrator);


		
	5.4.4
	Authorisations, approvals, licences, consents etc.: the Seller shall obtain, comply with the terms of, and maintain in full force and effect, all authorisations, approvals, licences and consents required in or by the laws and regulations of Sweden and any other applicable law to enable it to perform its obligations under this Agreement;


		
	5.4.5
	No other dealing: the Seller will not dispose, sell, transfer or assign, create any interest in (including Security Interest), or deal with any of the Purchased Receivables in any manner whatsoever or purport to do so except as permitted by this Agreement;


		
	5.4.6
	No other action: the Seller will not knowingly take any action which may prejudice the validity or recoverability of any Purchased Receivable or which may otherwise adversely affect the benefit which the Purchaser may derive from such Purchased Receivable pursuant to this Agreement;


		
	5.4.7
	Tax payments: the Seller will pay or procure the payment (as required by law) of all federal, state, local, and foreign sales, use, excise, utility, gross receipts, VAT or other taxes imposed by any authority in relation to the Purchased Receivables, the FI Agreements or this Agreement and shall make all relevant returns in respect of VAT in relation to the Purchased Receivables;


		
	5.4.8
	Notice of default: the Seller shall promptly upon becoming aware of the same inform the Purchaser and the Accounts Administrator of any Termination Event or any other occurrence which might adversely affect its ability to perform its obligations under this Agreement and from time to time, if so requested, confirm 




	
			
	 
	15
	 











to the Purchaser and the Accounts Administrator in writing that, save as otherwise stated in such confirmation, no such occurrence has occurred and is continuing;
		
	5.4.9
	Notice of Seller Suspension Event etc: the Seller shall promptly upon becoming aware of the same inform the Purchaser and the Accounts Administrator of the occurrence of any Seller Suspension Event or Seller Potential Suspension Event under this Agreement and from time to time, if so requested, confirm to the Purchaser and the Accounts Administrator in writing that, no such event has occurred and is continuing;


		
	5.4.10
	Delivery of reports: the Seller shall deliver to the Purchaser and the Accounts Administrator, sufficient copies of each of the following documents, in each case at the time of issue thereof:


		
	(a)
	every report, circular, notice or like document issued by the Seller to its creditors generally; and


		
	(b)
	(if the Purchaser or the Accounts Administrator so requires) a certificate from its CFO stating that the Seller as at the date of its latest consolidated audited accounts was in compliance with the covenants and undertakings in this Agreement (or if it was not in compliance indicating the extent of the breach).


		
	5.4.11
	Provision of further information: subject to applicable legislation, the Seller shall provide the Purchaser and the Accounts Administrator with such financial and other information concerning the Seller and its affairs as the Purchaser or the Accounts Administrator may from time to time reasonably require and which is available to the Seller.


		
	5.4.12
	Notice of misrepresentation: the Seller shall promptly upon becoming aware of the same notify the Purchaser and the Accounts Administrator of any misrepresentation by the Seller under or in connection with any Transaction Document to which it is a party.


		
	5.4.13
	Sanctions: the Seller shall not:


		
	(a)
	directly or indirectly use any proceeds of the sale of Purchased Receivables, or lend, contribute or otherwise make available such proceeds to any other person, entity, joint venture or organisation (a) to fund, finance or facilitate any agreement, transaction, dealing or relationship with or involving, or for the benefit of, any Sanctioned Person (or involving any property thereof), or involving any Sanctioned Territory, or (b) in any manner that would result in a violation of Economic Sanctions Law or Anti-Corruption Law by any person, including the Purchaser, whether as creditor, advisor or otherwise; or


		
	(b)
	engage in any transaction, activity or conduct that violates any Economic Sanctions Law or Anti-Corruption Law.




	
			
	 
	16
	 











		
	5.4.14
	Centre of main interests: the Seller shall ensure that its centre of main interests for the purposes of Council Regulation (EC) No 1346/2000 remains in Sweden and shall not maintain an establishment for the purposes of Council Regulation (EC) No 1346/2000 in any jurisdiction other than Sweden.


		
	5.5
	Representations and Warranties relating to the Purchaser


		
	5.5.1
	As at each Purchase Date and each Calculation Date, the Purchaser shall make the representations and warranties to the Seller in the terms set out in Part 3 of Schedule 3 with reference to the facts and circumstances subsisting on each such Purchase Date and Calculation Date.


		
	5.5.2
	The Seller shall have the option to terminate this Agreement upon any material breach of the representations and warranties referred to in this Clause 5.5 by the Purchaser, provided such material breach has a material adverse effect on the Seller.


		
	5.6
	Commitment Fee


The Seller shall pay to the Purchaser a commitment fee computed at a per annum rate equal to 40% of the then current FI Fee (as such term is defined in the Fee Letter), applied to the excess of the Total Commitment over the Aggregate Euro Outstanding Amount. Such commitment fee shall accrue from day to day and be calculated daily on the basis of actual days elapsed over a 360-day year and be payable monthly in arrears on the third Business Day of each month, beginning on the date of this Agreement, to such account as the Purchaser may designate in writing.
		
	5.7
	Upfront Fee


The Seller shall pay to the Purchaser an upfront fee at the time and in the amount set out in the Fee Letter.
		
	6.
	REMEDIES FOR UNTRUE REPRESENTATION, ETC.


		
	6.1
	If at any time after the Settlement Date in respect of any Purchased Receivable it shall become apparent that any of the representations and warranties set out in Part 2 of Schedule 3 relating to or otherwise affecting such Purchased Receivable was untrue or incorrect when made by reference to the facts and circumstances subsisting at the date on which such representations and warranties were given, the Seller shall, within five (5) Business Days of receipt of written notice thereof from the Purchaser (or the Accounts Administrator on its behalf), remedy or procure the remedy of the matter giving rise thereto if such matter is capable of remedy and, if such matter is not capable of remedy or is not remedied within the said period of five (5) Business Days, then following due date of such Purchased Receivable the Seller shall pay to the Purchaser an amount equal to the difference (if any) between (i) the amount due for payment in respect of such Purchased Receivable on such due date and (ii) the amount of Collections received in respect of such Purchased Receivable on or before such due date, to the extent such difference was caused by, or has any connection with, the breach of the relevant representation and warranty. If the Seller shall otherwise become aware of such untrue or incorrect representation and warranty other than by written notification from the 




	
			
	 
	17
	 











Purchaser (or the Accounts Administrator on its behalf), it shall immediately notify the Purchaser of such untrue or incorrect representation and warranty. In the event the Transaction is terminated prior to the date on which an amount under this Clause 6 would have been payable by the Seller, the Seller shall pay such amount following receipt of the said written notice from the Purchaser (or the Accounts Administrator on its behalf) on or before the date the Transaction is terminated or promptly thereafter.
		
	6.2
	Notwithstanding Clause 6.1, if at any time after the Purchase Date but prior to collection of payments in full in relation to any Purchased Receivables it shall become apparent that the representation and warranty set out in paragraph 4 of Part 2 of Schedule 3 relating to or otherwise affecting such Purchased Receivable was untrue or incorrect when made by reference to the facts and circumstances subsisting at the date on which such representations and warranties were given, then the Seller shall repurchase such Purchased Receivable for a price equal to (a) the Face Amount in respect of such Purchased Receivable less (b) any Collections received by the Purchaser in respect thereof, and see to it that notice of such repurchase is given to the relevant Permitted Obligor. Any Collections received by the Purchaser in respect of such repurchased Purchased Receivables after the Seller has paid the price for such repurchase shall be paid to the Seller promptly upon receipt.


		
	7.
	FURTHER ASSURANCE; SECURITY INTEREST


		
	7.1
	The Seller hereby undertakes not to take any steps or cause any steps to be taken in respect of the Purchased Receivables or the services supplied thereunder that could or will result in:


		
	7.1.1
	any termination, waiver, amendment or variation in relation to any Purchased Receivables;


		
	7.1.2
	any assignment or sale of any Purchased Receivables; or


		
	7.1.3
	any disposal of its right, title, interest, benefit or power in any Purchased Receivables.


		
	7.2
	In addition to any records or information available through the PrimeRevenue System, the Seller undertakes at the request of the Purchaser or the Accounts Administrator to produce and deliver Records concerning the Purchased Receivables as the Purchaser or the Accounts Administrator may reasonably request for enforcement or accounting purposes.


		
	7.3
	In the event that such Records as referred to in Clause 7.2 are not produced reasonably promptly, the Seller shall permit any persons nominated by the Purchaser or the Accounts Administrator at any time during normal business hours upon five (5) Business Days written notice to enter any premises owned or occupied by it or its agents where the Records and other information concerning Purchased Receivables are kept to have access (subject to appropriate supervision provided by the Seller and provided that the Seller shall not unreasonably delay the provision of such supervision) to, examine and make copies of all Records relating to the Purchased Receivables and the performance by the Seller of its obligations hereunder. Such access shall include the right to have access to and use (subject to appropriate supervision provided by the Seller and provided that the 




	
			
	 
	18
	 











Seller shall not unreasonably delay the provision of such supervision) all computer passwords necessary to gain access to the relevant computer records.
		
	7.4
	It is the intention of the parties hereto that each sale or other transfer of Purchased Receivables made hereunder shall constitute a true sale of such Purchased Receivables and not as a grant of security interest, which sale is absolute and irrevocable and provides the Purchaser with the full benefits of ownership of the Purchased Receivables. In view of the intention of the parties hereto that each sale or other transfer of Purchased Receivables made hereunder shall constitute a sale of such Purchased Receivables rather than loans secured thereby, the Seller hereby agrees to note in its financial statements that the Purchased Receivables have been sold to the Purchaser.


		
	8.
	NOTICES


Any notices to be given pursuant to this Agreement to any of the parties hereto shall be sufficiently served or given if delivered by hand or sent by prepaid first-class post or by facsimile transmission or email and shall be deemed to be given (in case of notice delivered by hand or post) when delivered or (in the case of any notice by facsimile transmission or email) upon receipt in legible form and shall be delivered or sent:
	
		
	The Purchaser:
	Viking Asset Purchaser No. 7 IC

	 
	44 Esplanade, St Helier

	 
	Jersey JE4 9WG

	 
	 

	with a copy to the Accounts Administrator:
	Structured Finance Servicer A/S

	 
	Christiansbro, 3 Strandgade,

	 
	DK-1401 Copenhagen K,

	 
	Denmark

	 
	 

	 
	 

	The Seller:
	Meritor HVS AB

	 
	Ishockeygatan 3,

	 
	711 34

	 
	Lindesberg

	 
	Sweden

	 
	 

	 
	 

	with a copy to:
	Meritor, Inc.

	 
	2135 W. Maple Rd.

	 
	Troy, MI 48084

	 
	United States

	 
	 

	 
	 






or to such other address or facsimile number or email address or for the attention of such other person as may from time to time be notified by any party to each of the other parties by written notice in accordance with the provisions of this Clause 8.


	
			
	 
	19
	 











		
	9.
	ASSIGNMENT AND SUPPLEMENTS


This Agreement may not be assigned by either party hereto without the prior written consent of the other party. The Purchaser may assign its rights, title and interest in any Purchased Receivables without the consent of the Seller.
		
	10.
	AMENDMENTS AND MODIFICATIONS


No amendment, modification, variation or waiver of this Agreement shall be effective unless it is in writing and signed by (or by some person duly authorised by) each of the parties hereto.
		
	11.
	RIGHTS CUMULATIVE, WAIVERS


The respective rights of each party under or pursuant to this Agreement are cumulative, and are in addition to their respective rights under the general law. The respective rights of each party under or pursuant to this Agreement shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing; and, in particular, any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right.
		
	12.
	APPORTIONMENT


The parties agree that if a Permitted Obligor, owing a payment obligation which is due in respect of one or more Purchased Receivables, submits an incomplete or inaccurate information regarding the Receivable to the PrimeRevenue System or otherwise makes a general payment to the Purchaser (or any Seller) and makes no apportionment between them as to which Purchased Receivables such payment relates, then such payment shall be treated as though the Permitted Obligor had appropriated the same as payment of Purchased Receivables in relation to the Purchaser in order of maturity (starting with the Purchased Receivables having the earliest maturity date).
		
	13.
	PARTIAL INVALIDITY


If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability in such jurisdiction shall not render invalid, illegal or unenforceable such provisions in any other jurisdiction or affect the remaining provisions of this Agreement. Such invalid, illegal or unenforceable provision shall be replaced by the parties with a provision which comes as close as reasonably possible to the commercial intentions of the invalid, illegal or unenforceable provision.
		
	14.
	CONFIDENTIALITY


None of the parties shall disclose to any person, firm or company whatsoever, or make use of (other than in accordance with the Transaction Documents) any information relating to the business, finances or other matters of a confidential nature of any other party to this Agreement of which it may in the course of its duties under this Agreement or otherwise have become possessed (including, without limitation and without prejudice to the generality of the foregoing any information concerning the identity or 


	
			
	 
	20
	 











creditworthiness of any Permitted Obligor (all and any of the foregoing being "Confidential Information")) and all the parties shall use all reasonable endeavors to prevent any such disclosure or use provided however that the provisions of this Clause 14 shall not apply:
		
	14.1.1
	Permitted parties: to the disclosure of any information to any person who is a party to any of the Transaction Documents (to the extent such Transaction Documents relates to the Transaction as contemplated by this Agreement);


		
	14.1.2
	Known information: to the disclosure of any information already known to the recipient otherwise than as a result of entering into any of the Transaction Documents (to the extent such Transaction Documents relates to the Transaction as contemplated by this Agreement);


		
	14.1.3
	Public knowledge: to the disclosure of any information which is or becomes public knowledge otherwise than as a result of the conduct of the recipient;


		
	14.1.4
	Legal requirement: to the extent that the recipient is required to disclose the same pursuant to any law or order of any court of competent jurisdiction or pursuant to any direction or requirement (whether or not having the force of law) of any central bank or any governmental or other regulatory or taxation authority in any part of the world (including, without limitation, any official bank examiners or regulators);


		
	14.1.5
	Rights and duties: to the extent that the recipient needs to disclose the same for the exercise, protection or enforcement of any of its rights under any of the Transaction Documents or, for the purpose of discharging, in such manner as it reasonably thinks fit, its duties or obligations under or in connection with the Transaction Documents in each case to such persons as require to be informed of such information for such purposes (including for these purposes, without limitation, disclosure to any rating agency);


		
	14.1.6
	Professional advisers: to the disclosure of any information to professional advisers, legal advisors or auditors of the relevant party in relation to, and for the purpose of, advising such party or complying with their duties as auditors;


		
	14.1.7
	Financial institutions: to the disclosure in general terms of any information to financial institutions servicing the relevant party in relation to finances, insurance, pension schemes and other financial services;


		
	14.1.8
	Written consent: to the disclosure of any information with the written consent of all of the parties hereto;


		
	14.1.9
	Rating Agencies: to the disclosure of any information which either of the Rating Agencies may require to be disclosed to it;


		
	14.1.10
	Group companies: to the disclosure of information to companies belonging to the same group of companies as the Seller or the Purchaser;




	
			
	 
	21
	 











		
	14.1.11
	The Issuer, Viking Global Finance ICC and Viking Asset Securitisation Holdings Limited: to the disclosure of information to the Issuer, Viking Global Finance ICC and Viking Asset Securitisation Holding Limited (or to anyone acting on behalf of such a person) or to any person providing finance to the Purchaser, the Issuer, Viking Global Finance ICC and/or Viking Asset Securitisation Holding Limited (or to anyone acting on behalf of such a person);


		
	14.1.12
	Permitted Obligors: to the disclosure of information to Permitted Obligors necessary for the performance of the Sellers' obligations hereunder, or reasonably incidental thereto; and


		
	14.1.13
	Future purchasers: to the disclosure of any information to any purchaser or potential purchaser of Receivables from the Purchaser.


		
	15.
	NO LIABILITY AND NO PETITION


		
	15.1
	No recourse under any obligation, covenant, or agreement of any party contained in this Agreement shall be had against any shareholder, officer or director of the relevant party as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that this Agreement is a corporate obligation of the relevant party and no personal liability shall attach to or be incurred by the shareholders, officers, agents or directors of the relevant party as such, or any of them, under or by reason of any of the obligations, covenants or agreements of such relevant party contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such party of any of such obligations, covenants or agreements, either at law or by statute or constitution, of every shareholder, officer, agent or director is hereby expressly waived by the other parties as a condition of and consideration for the execution of this Agreement.


		
	15.2
	The Seller hereby agrees that it shall not, until the expiry of one (1) year and one (1) day after the payment of all sums outstanding and owing under the latest maturing note issued under the CP Programme take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the Issuer or the Purchaser or of any or all of the Issuer's or the Purchaser's revenues and assets.


		
	16.
	LIMITED RECOURSE


In the event that the security created by the Master Security Trust Deed (as supplemented by the Purchaser Supplemental Agreement (as defined in the Master Definitions Schedule)) and the Accounts Pledge Agreement is enforced and the proceeds of such enforcement are insufficient, after payment of all other claims ranking in priority to the claims hereunder or thereunder, to repay in full all principal or pay in full all interest and other amounts whatsoever hereunder or thereunder, then until such amounts have been paid in full the Seller shall have no further claim against the Purchaser in respect of any such unpaid amounts and any resultant claim shall have expired.
		
	17.
	GOVERNING LAW AND JURISDICTION




	
			
	 
	22
	 











		
	17.1
	This Agreement is governed by and shall be construed in accordance with Swedish law.


		
	17.2
	The courts of Sweden shall have non-exclusive jurisdiction over matters arising out of or in connection with this Agreement. The City Court of Stockholm shall be court of first instance.


		
	18.
	TERMINATION


This Agreement shall remain in full force and effect until the Termination Date, provided, however, that the rights and remedies of a party with respect to any breach of any warranty made by another party in or pursuant to this Agreement, the provisions of Clause 14, Clause 15 and Clause 16 and the indemnification and payment provisions of this Agreement shall be continuing and shall survive any termination of this Agreement.
		
	19.
	INTEGRATION


This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.
		
	20.
	BINDING EFFECT


This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy).
		
	21.
	COUNTERPARTS


This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.




[Signature page follows]
This Agreement has been entered into on the date stated at the beginning of this Agreement.




	
			
	 
	23
	 











For and on behalf of
MERITOR HVS AB


By:    /s/ Carl D. Anderson, II    
Name: Carl D. Anderson, II
Title: Authorized Signatory


For and on behalf of
VIKING ASSET PURCHASER NO. 7 IC


By:    /s/ Martin Sabey    
Name: Martin Sabey
Title: Director


	
			
	 
	24
	 











Schedule 1     
ELIGIBILITY CRITERIA
The Seller represents and warrants that each Receivable that is the subject of an Offer by the Seller and Acceptance satisfies the following Eligibility Criteria on the relevant Purchase Date:
		
	1.
	The terms of the Receivable provide for payment in full by the Permitted Obligor not later than 120 days after the date of creation of such Receivable or as otherwise approved by the Purchaser (or the Accounts Administrator on its behalf).


		
	2.
	The Receivable is neither a Defaulted Receivable nor a Delinquent Receivable.


		
	3.
	The Receivable is denominated and payable in a Permitted Currency and is fully identified as such in the PrimeRevenue System and in the records of the Seller.


		
	4.
	An invoice relating to the Receivable has been issued and has been approved by the relevant Permitted Obligor.


		
	5.
	The Receivable is segregated and identifiable and can be validly transferred without the consent of the Permitted Obligor by the Seller to the Purchaser.


		
	6.
	The Receivable is not subject to set-off, counterclaim (other than Credit Memo Amounts as such term is defined in the respective CMSA) or withholding taxes other than as generally provided for under Swedish law and is a legally enforceable obligation of the Permitted Obligor.


		
	7.
	The Receivable is owed by a Permitted Obligor who as at the Purchase Date to the knowledge of the Seller is not bankrupt or in liquidation, has not filed for a suspension of payments or petitioned for the opening of procedures for a compulsory composition of debts or is subject to similar or analogous proceedings or as otherwise approved by the Purchaser (or the Accounts Administrator on its behalf).


		
	8.
	The governing law of the Receivable is Swedish law.


		
	9.
	The Receivable is a non-interest bearing (other than default or penalty interest) trade receivable arising in the ordinary course of the Seller's business, the Outstanding Amount of which remains as debt.


		
	10.
	The delivery of the goods and/or services giving rise to the Receivable has been made and invoiced, has not been cancelled or rejected by the Permitted Obligor and the invoice provides for full payment by the Permitted Obligor.


		
	11.
	The Receivable has been created in accordance with all applicable laws and all consents, approvals and authorisations required of or to be maintained by the Seller have been obtained and are in full force and effect and are not subject to any restriction that would be material to the origination, enforceability or assignability of such Receivable.


		
	12.
	The Receivable has not been, in whole or in part, pledged, mortgaged, charged, assigned, discounted, subrogated or attached or transferred in any way (except to the extent 




	
			
	 
	25
	 











released, revoked or rescinded as of the relevant Purchase Date) and is otherwise free and clear of any Adverse Claims exercisable against the Seller by any party.
		
	13.
	The Receivable constitutes the legal, valid, binding and enforceable obligation of the Permitted Obligor to pay on the due date the Outstanding Amount of the Receivable as at the Purchase Date and is not subject to any defense, dispute, lien, right of rescission, set-off or counterclaim (other than Credit Memo Amounts as such term is defined in the respective CMSA) or enforcement order.


		
	14.
	The Receivable has been owned exclusively by the Seller since its origination and until the relevant Purchase Date.


		
	15.
	Collections in respect of the Receivable can be identified as being attributable to the Receivable as soon as practically possible following their receipt and in any event not later than three (3) Business Days following their receipt.


		
	16.
	The Receivable is a debt the rights in which can be transferred by the operation of the sale mechanics in Schedule 2 Part 1.


		
	17.
	The Receivable arises from the supply of services or goods by the Seller and which is generated in the ordinary course of the Seller's business and at arm's length.


		
	18.
	The Receivable is evidenced by a legally valid, binding and enforceable contract or agreement accepted by the relevant Permitted Obligor and entered into in accordance with all applicable laws and regulations, which can be freely transferred and in respect of which all relevant licenses and authorisations have been obtained.


		
	19.
	The assignment of the Receivable and of the associated rights does not violate any law and does not require the consent of any person or the satisfaction of any condition (or where the same is required, such consent has been obtained or such conditions has been satisfied) and would not cause any amount in respect of tax to be payable.




	
			
	 
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Schedule 2     
CONCLUSION OF PURCHASE – OFFER AND ACCEPTANCE, PURCHASE PRICE AND PERFECTION


	
			
	 
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PART 1     
CONCLUSION OF PURCHASE – OFFER AND ACCEPTANCE
		
	1.
	The Seller may from time to time make an Offer to the Purchaser and the Purchaser will, subject to the satisfaction of the conditions precedent set forth in Sections 3.1 and 3.2 and this Part 1, accept such Offer by an Acceptance.


		
	2.
	Any Acceptance by the Purchaser shall always be subject to all of the following conditions being satisfied (as determined in the reasonable opinion of the Purchaser) or waived by the Purchaser:


		
	(a)
	any Acceptance must be made before the Termination Date and no Acceptance which is communicated or generated on or after the Termination Date shall be valid;


		
	(b)
	no Seller Potential Suspension Event or Seller Suspension Event having occurred and being continuing;


		
	(c)
	immediately following such purchase, the Total Commitment shall be equal to or greater than the Aggregate Euro Outstanding Amount; and


		
	(d)
	the relevant Receivable shall meet all of the Eligibility Criteria.


		
	3.
	Notwithstanding anything to the contrary in this Agreement, if the Purchaser pays the Purchase Price for a Receivable and it is subsequently determined that any of the conditions set out above or in Sections 3.1 and 3.2 was not satisfied, the parties hereto agree that the transfer of such Receivable from the Seller to the Purchaser will be valid. The Purchaser acknowledges that the Receivables can be repurchased in accordance with Section 6.2.




	
			
	 
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PART 2     
PURCHASE PRICE
		
	1.
	The Purchase Price shall be paid in cash by or on behalf of the Purchaser to the Seller on the relevant Settlement Date. Payment shall be made (subject to deductions, including for the settlement of fees, as agreed by the Seller in any Transaction Document) to the bank account number set out below or as otherwise agreed from time to time between the Purchaser, and the Seller and notified to PrimeRevenue.


For SEK Payments:


For EUR Payments:


		
	2.
	Each Receivables Purchase Price shall be calculated by the PrimeRevenue System on behalf of the Purchaser on the Calculation Date and PrimeRevenue shall inform the Seller and each Purchaser of the Receivables Purchase Price through the PrimeRevenue System on such Calculation Date.




	
			
	 
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PART 3     
PERFECTION
		
	1.
	Prior to the transfer and acquisition of any Receivables, the Purchaser and the Seller shall send a notice letter to (each of) the Permitted Obligor(s) that is/are the debtor(s) of the relevant Receivables, with the following content:


NOTICE
Date: ________________, 2017
To: [SPECIFY NAME OF PERMITTED OBLIGOR]
Re: NOTICE OF SALES AND TRANSFERS OF RECEIVABLES AND RIGHTS UNDER A CUSTOMER MANAGED SERVICES AGREEMENT
		
	A.
	Pursuant to a Receivables Purchase Agreement (the "RPA") between Meritor HVS AB (the "Seller") and Viking Asset Purchaser No. 7 IC (an incorporated cell of Viking Global Finance ICC), as purchaser (the "Purchaser"), dated as of ____________________, 2017, the Seller has agreed to sell and the Purchaser has agreed to purchase receivables (the "Receivables") owed by [specify name of Permitted Obligor] (the "Obligor") to the Seller (in its capacity as supplier to Obligor).


		
	B.
	Offer and acceptance of sales and purchases of Receivable(s) will be made from time to time through a system (the "System") provided by PrimeRevenue, Inc ("PrimeRevenue"). The Obligor has on [●], 20[●] entered into a Customer Managed Services Agreement (the "CMSA") with PrimeRevenue regarding the use of the System. Through the CMSA (Section 18(f)) the Obligor has made certain undertakings, covenants, representations and warranties to the Sellers (the "Seller CMSA Rights") as regards inter alia the Receivables and the use of the System.


		
	C.
	In connection with a sale of Receivable(s) under the RPA through the System, the System will generate a notice of transfer (the "Transfer Notice") that will be sent to the Obligor. A specimen of such Transfer Notice is attached hereto as Appendix 1.


		
	D.
	In accordance with and without limiting, expanding or otherwise amending the terms and conditions of the CMSA, this is to notify the Obligor that each Transfer Notice shall have the following meanings:


		
	(i)
	the Receivable(s) defined therein (as clarified in Appendix 1) (the "Purchased Receivables") has/have been sold and transferred to the Purchaser identified in the Transfer Notice (see Appendix 1);


		
	(ii)
	consequently, all payments attributable to the Purchased Receivables shall be made to the Purchaser in its capacity as owner of such receivables (as set forth in the CMSA and in particular Section 2(b) thereof);




	
			
	 
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	(iii)
	all payments to the Purchaser referred to in this notice shall (until otherwise instructed) be made in SEK to the bank account numbers set out below with Nordea Bank AB (publ):


Bank:    
Address:    
Account No.:    
Swift:    
		
	(iv)
	all payments to the Purchaser referred to in this notice shall (until otherwise instructed) be made in EUR to the bank account numbers set out below with Nordea Bank AB (publ):


Bank:    
Address:    
Account No. (IBAN):    
Swift:    
		
	(v)
	all Seller CMSA Rights attributable to the Purchased Receivables are pursuant to the RPA included in and an integral part of the Purchased Receivables and thus also sold and transferred to the Purchaser (the "Transferred Seller CMSA Rights").


Place/date:    _____________; ___________, 2017


MERITOR HVS AB


By:        
Name:
Title:


VIKING ASSET PURCHASER NO. 7 IC.


By:        
Name:
Title:


	
			
	 
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We hereby confirm;
(i)    receipt of the above notice;
(ii)    that we will act in accordance therewith;
(iii)    our agreement as regards the meaning of the Transfer Notice; and
		
	(iv)
	our obligations vis-à-vis the Purchaser as regards each of the Transferred Seller CMSA Rights.






Place/date:    _____________; ___________, 2017
[SPECIFY NAME OF PERMITTED OBLIGOR]


By:        
Name:
Title:
and the Sellers shall procure that each such Permitted Obligor acknowledge and countersign the notice letter as anticipated therein.
		
	2.
	The Seller shall procure that simultaneously (or as soon thereafter as is technically possible) with the issuance of an Acceptance, a Transfer Notice (as defined in the above notice) shall be issued by the PrimeRevenue System to the relevant Permitted Obligor.


		
	3.
	The Seller shall procure that at such time(s) as the Purchaser determines all other actions the Purchaser in its reasonable opinion deems necessary or desirable in order for the transfer and acquisition of the Receivables to be perfected in all respects is/are taken.










	
			
	 
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Schedule 3     
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS


	
			
	 
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PART 1     
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER
The following representations and warranties are given by the Seller:
		
	1.
	Status: the Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its organisation.


		
	2.
	Powers and authorisations: the Seller has the requisite power and authority under its certificate of formation, limited liability company agreement and otherwise, and all necessary company authority has been obtained and action taken, for it to sign and deliver, and perform the transactions contemplated in this Agreement.


		
	3.
	Legal validity: The obligations of the Seller under this Agreement constitute, or when executed by it will (subject to any reservations of law expressed in the Swedish Legal Opinion) constitute, the legal, valid and binding obligations of the Seller and are enforceable against it.


		
	4.
	Non-violation: The execution, signing and delivery of this Agreement and the performance of any of the transactions contemplated herein do not and will not contravene or breach or constitute a default under or conflict or be inconsistent with or cause to be exceeded any limitation on it or the powers of its officers imposed by or contained in:


		
	(a)
	any law, statute or regulation to which it or any of its assets or revenues is subject or any order, judgment, injunction, decree, resolution, or award of any court or any administrative authority or organisation which applies to it or any of its assets or revenues; or


		
	(b)
	any agreement or any other document or obligation to which it is a party or by which any of its assets or revenues is bound or affected if this may have a material adverse effect on the rights of the Purchaser or the Accounts Administrator; or


		
	(c)
	any document which contains or establishes or regulates its activities, including its certificate of formation and limited liability company agreement.


		
	5.
	Adverse Claim. The execution and delivery of this Agreement and the performance of any of the transactions contemplated herein do not and will not result in the creation or imposition of any Adverse Claim (except as created pursuant to the Transaction Documents) upon any property or assets, whether now owned or hereafter acquired, of the Seller.


		
	6.
	Consents: the Seller has duly obtained, made or taken each authorisation, approval, consent, registration, recording, filing, deliveries or notarisation which it is required to obtain (or make) in connection with the entry into, or performance of the transactions contemplated in, the Transaction Documents to which it is a party.


		
	7.
	Litigation: No litigation, arbitration or administrative proceeding or claim of or before any court, tribunal or governmental body which, if adversely determined, would materially and adversely affect the ability of the Seller to observe or perform its 




	
			
	 
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obligations under the Transaction Documents to which it is a party, is presently in progress or pending.
		
	8.
	Accounts: The latest audited financial statements of the Seller then available have been prepared on a basis consistently applied in accordance with accounting principles generally accepted in Sweden and give a true and fair view of the results of its operations for that year and the state of its affairs at that date.


		
	9.
	Solvency: The Seller is able to pay its debts as they fall due and it will not be unable to pay its debts as they fall due in consequence of any obligation or transaction contemplated in this Agreement.


		
	10.
	Material adverse change to the Seller: There has been no change in the financial condition or operations of the Seller since the date of its latest audited financial statements, so as to have a material and adverse effect on the ability of the Seller to perform its obligations under the Transaction Documents to which it is a party.


		
	11.
	No misleading information: Any factual information in writing provided by the Seller in connection with the entry into any of the transactions envisaged by the Transaction Documents was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it was stated.


		
	12.
	Insolvency and other procedures: No action has been taken or is pending, no other steps have been taken and no legal proceedings have been commenced (in each case by the Seller or, so far as the Seller is aware, by any other person) for (i) the insolvency, bankruptcy, liquidation, administration or reorganisation of the Seller, or (ii) the Seller to enter into any composition or arrangement with its creditors generally, or (iii) the appointment of a receiver, supervisor, trustee or similar officer in respect of the Seller or substantially all of its property, undertaking or assets.


		
	13.
	Pari passu ranking: Each of the payment obligations of the Seller under this Agreement will rank at least pari passu with its unsecured payment obligations to all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency or similar laws of general application.


		
	14.
	No default: No event has occurred which constitutes, or which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute, a contravention of, or default under, any such law, statute, decree, rule, regulation, order, judgment, injunction, resolution, determination or award or any agreement, document or instrument by which the Seller or any of its assets is bound, being a contravention or default which would have a material adverse effect on the business, assets or condition (financial or other) of the Purchaser or materially and adversely affect its ability to observe or perform its obligations under this Agreement.


		
	15.
	Use of Proceeds. No portion of any Purchase Price payment hereunder will be used (i) for a purpose that violates, or would be inconsistent with, any law, rule or regulation applicable to the Seller or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.




	
			
	 
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	16.
	Not a Holding Company or an Investment Company. The Seller is not a "holding company" or a "subsidiary holding company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. The Seller is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.


		
	17.
	Sanctions. The Seller is not, and to the knowledge of its executive officers, none of its Affiliates are, listed on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), or on the Consolidated List of Financial Sanctions Targets maintained by the UK Treasury, or on any list of targeted persons issued under the Economic Sanctions Law of any other country or is domiciled in a Sanctioned Territory, nor are any of (a) the goods and services sold by the Seller to the Permitted Obligors in connection with any Receivables subject to this Agreement or (b) the Permitted Obligors from jurisdictions or targeted countries with respect to which sanctions programs restricting the sale, purchase or financing of goods are maintained by OFAC or pursuant to any Economic Sanctions Law, or located within or operating from a Sanctioned Territory or otherwise targeted under any Economic Sanctions Law.


		
	18.
	Anti-corruption Laws. Neither the Seller nor, to the knowledge of its executive officers, any of its directors, officers, employees, agents or other representatives when acting on its behalf, is in violation of any applicable Anti-Corruption Laws.


		
	19.
	Centre of main interests: The Seller's centre of main interests for the purposes of Council Regulation (EC) 1346/2000 (the "Regulation") is in Sweden and it has no "establishment" (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.




	
			
	 
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PART 2     
REPRESENTATIONS AND WARRANTIES RELATING TO THE PURCHASED RECEIVABLES
The following representations and warranties are given by the Seller:
		
	1.
	Particulars correct: The particulars of the Purchased Receivables set out in the Offers of the Seller and in the PrimeRevenue System (to the extent submitted by the Seller) are true and accurate in all material respects, as of the date thereof.


		
	2.
	No default: the Seller is not aware of any default, breach or violation in respect of any Purchased Receivable (other than any default relating to lateness in payment) or of any event, which with the giving of notice and/or the expiration of any applicable grace period, would constitute such a default, breach or violation, such default, breach or violation being of a nature that (i) is material and (ii) affects the value of the Purchased Receivable or its collectability.


		
	3.
	Obligation performed: The Seller has performed all its obligations under or in connection with the Purchased Receivables unless any such obligation is not material and does not affect the value of any Purchased Receivable or its collectability.


		
	4.
	Compliance with Eligibility Criteria: Each Purchased Receivable complies, as at the relevant Purchase Date, in all respects with the Eligibility Criteria.


		
	5.
	Maintenance of records: In addition to any records relating to the Purchased Receivables maintained in the PrimeRevenue System, the Seller has maintained records relating to each Purchased Receivable which are accurate and complete in all material respects, are sufficient to enable such Purchased Receivables to be identified and enforced against the relevant Permitted Obligor and such records are held by or to the order of the Seller.


		
	6.
	Accounting: In addition to any records relating to the Purchased Receivables maintained in the PrimeRevenue System, the Seller shall maintain an accounting system which separates the Purchased Receivables and accounting for collections related thereto from other receivables or assets of the Seller so that the Purchaser at any time can verify the Outstanding Amount of the Purchased Receivables and the Seller's compliance with this Agreement.


		
	7.
	No waiver: The Seller has not waived any of its rights in relation to the Purchased Receivables.


		
	8.
	Perfection: The Seller has performed all its actions as set out in Clause 2.4 of this Agreement as of the Purchase Date.




	
			
	 
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PART 3     
REPRESENTATIONS AND WARRANTIES RELATING TO THE PURCHASER
The following representations and warranties are given by the Purchaser:
		
	1.
	Status: The Purchaser is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation.


		
	2.
	Powers and authorisations: The Purchaser has the requisite power and authority and all necessary corporate and constitutional authority has been obtained and action taken, for it to sign and deliver, and perform the transactions contemplated in, this Agreement.


		
	3.
	Legal validity: The obligations of the Purchaser under this Agreement constitute, or when executed by it will constitute, the legal, valid and binding obligations of the Purchaser and, subject to any laws or other procedures affecting generally the enforcement of creditors' rights and principles of equity are enforceable against it.




	
			
	 
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Schedule 4     
FORM OF SOLVENCY CERTIFICATE
	
		
	To:   Viking Asset Purchaser No. 7 IC ("VAP7")
	Date:                            ,2017






		
	From:
	Meritor HVS AB ("Meritor")




Dear Sirs
Reference is made to the Receivables Purchase Agreement dated as of __________________, 2017, entered into between Meritor and VAP7 (the "Receivables Purchase Agreement")
The undersigned hereby certifies that it is able to pay its debts as they fall due and it will not be unable to pay its debts as they fall due in consequence of any obligation or transaction contemplated in the Receivables Purchase Agreement.
Very truly yours
MERITOR HVS AB


By:        
Name:
Title:




	
			
	 
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