RECEIVABLES PURCHASE
AGREEMENT

dated 2 February 2012

between 

MERITOR HEAVY VEHICLE BRAKING SYSTEMS
(UK)
LIMITED
as Seller 

and 

VIKING ASSET PURCHASER No 7 IC
an
incorporated cell of Viking Global Finance ICC
as Purchaser 

and 

CITICORP TRUSTEE COMPANY
LIMITED
as Programme Trustee 







Table of Contents 

	1.	       	DEFINITIONS AND
      CONSTRUCTION	1
		 		
	2.		PURCHASE AND
SALE	9
		 		
	3.		CONDITIONS PRECEDENT TO
      INITIAL PURCHASE	10
		 		
	4.		PAYMENTS TO THE PURCHASER,
      ETC.	11
		 		
	5.		REPRESENTATIONS,
      WARRANTIES AND UNDERTAKINGS	11
		 		
	6.		REMEDIES FOR UNTRUE
      REPRESENTATION, ETC.	14
		 		
	7.		FURTHER
ASSURANCE	15
		 		
	8.		NOTICES	15
		 		
	9.		ASSIGNMENT AND
      SUPPLEMENTS	16
		 		
	10.		AMENDMENTS AND MODIFICATIONS	16
		 		
	11.		RIGHTS CUMULATIVE,
      WAIVERS	16
		 		
	12.		APPORTIONMENT	17
		 		
	13.		PARTIAL
    INVALIDITY	17
		 		
	14.		CONFIDENTIALITY	17
		 		
	15.		NO OBLIGATIONS OR
      LIABILITIES	18
		 		
	16.		CHANGE OF PROGRAMME
      TRUSTEE	18
		 		
	17.		NO LIABILITY AND NO
      PETITION	19
		 		
	18.	 	LIMITED RECOURSE	19
		 		
	19.		GOVERNING LAW AND
      JURISDICTION	19
		 		
	20.	 	TERMINATION	20
		 		
	SCHEDULE 1 Eligibility Criteria	
	SCHEDULE 2 Conclusion of purchase – offer and acceptance,
      purchase price and perfection	
	SCHEDULE 3 Representations, warranties and
      undertakings	
	SCHEDULE 4 Form of solvency certificate	









	This receivables purchase
      agreement (the “Agreement”) is made on 2 February 2012
      between:
	 
	(1)		MERITOR HEAVY VEHICLE BRAKING SYSTEMS
      (UK) LIMITED a company incorporated under the laws of England (Commercial
      register of England and Wales, reg. no. 3640941) having its registered
      office at Grange Road, Cwmbran, NP44 3XU, United Kingdom (the “Seller”);
			 
	(2)		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 Ogier House, The
      Esplanade, St Helier, Jersey JE4 9WG, Channel Islands (the “Purchaser”); and
			 
	(3)		CITICORP TRUSTEE COMPANY LIMITED, acting through its office at 14th
      Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (the
      “Programme Trustee” which expression shall include such person
      and all other persons for the time being acting as the security trustee or
      trustees pursuant to the Master Security Trust
    Deed).
			 
	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 Accounts Administrator in response to
      an Offer. 

			 
	 	 	
      “Accounts” means bank accounts number [REDACTED] (giro 5845-2426)
      with Nordea Bank AB (publ), and all such other accounts as may from time
      to time be in addition thereto or substituted therefore in accordance with
      the relevant Transaction Documents (including but not limited to all and
      any Operating Account).
    

			 
	 	 	
      “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 under the Master Accounts Administration Agreement.
    

			 
	 	 	
      “Accounts Pledge Agreement”
      means the pledge agreement(s) over the
      Accounts entered into or to be entered into by or on behalf of the
      Purchaser and the Programme Trustee. 

			 
	 	 	
      “Aggregate Euro Outstanding
      Amount” means, at any time, the
      aggregate of the Euro Outstanding Amount of all of the Purchased
      Receivables in relation to the Purchaser relating to the Transaction at
      that time. 

			 
	 	 	
      “Aggregate Outstanding Amount”
      means, at any time, the aggregate of
      the Outstanding Amount of all
      the Purchased Receivables at that time.
      

			 
			
      “Available Facility”
      means, in respect of the Purchaser and
      in relation to the Transaction, on any day, the lesser of; (a) the Total
      Commitments in relation to the Purchaser; and (b) the Borrowing Base in
      relation to the Purchaser, less the Face Amount of outstanding Notes,
      Overdraft Advances and Loans in relation to the Purchaser. For the purpose
      of calculating the Available Facility on any day, any Notes, Loans or
      Overdraft Advances due to be repaid on such day shall be deemed to have
      been repaid.

	          	          	 
	 	 	“Banks” means the financial
      institutions listed as banks in Part 1 of Schedule 1 of the relevant
      Liquidity Facility Agreement. 
			 
	 	 	
      "Borrowing
      Base" means, in respect of the
      Purchaser, on any day, the aggregate of: (a) Aggregate Euro Outstanding
      Amount; (b) any Collections received or payable in relation to the
      Transaction, in each case either by the Seller or the Accounts
      Administrator which have not been remitted or paid to the Purchaser on any
      relevant Purchased Receivable and that have not been utilised either to purchase Receivables under this Agreement
      or to repay the Notes; (c) an amount equal to any insufficiency in
      available funds necessary for the Purchaser to pay the Face Amount of the
      Notes in relation to the Purchaser and all amounts ranking pari passu with or
      senior to such Notes including those arising as the result of any
      difference between the spot and forward rates under any currency hedging
      agreement entered into by the Purchaser in accordance with the Master
      Accounts Administration Agreement; and (d) accrued legal and other fees,
      costs and expenses incurred by the Purchaser in connection with the
      Transaction Documents. 










	2(33)



	 	“Business Day” means a day on which banks
      are open in Copenhagen, Stockholm, Jersey and London, for the transaction
      of business of the nature required by the Transaction
  Documents.
	 	
	 	
      “Calculation Date”
      means the Purchase Date provided that
      if such day is not a Business Day it shall be the next Business Day
      following such day. 

	 	
		
      “CMSAs” means Volvo Group Belgium
      CMSA, Renault Trucks CMSA, 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. 

	 	
	                    	
      “Commitment” means: (a) in
      relation to a Bank which is a Bank on the date of the relevant Liquidity
      Facility Agreement, the amount set opposite its name in Schedule 1 of the
      relevant Liquidity Facility Agreement and the amount of any other Bank’s
      Commitment acquired by it under the relevant Liquidity Facility Agreement;
      and (b) in relation to a Bank which becomes a Bank after the date of the
      relevant Liquidity Facility Agreement, the amount of any other Bank’s
      Commitment acquired by it under the relevant Liquidity Facility Agreement,
      to the extent not cancelled, reduced or transferred under the relevant
      Liquidity Facility 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. 

	 	
	 	
      “Eligibility Criteria”
      means the eligibility criteria in
      respect of the Purchased Receivables set out in Schedule 1 of this
      Agreement. 

	 	
		
      “EURIBOR” means: (a) the rate per annum which appears on Page
      EURIBOR01 on the Reuters Screen; 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 European interbank
      market, at or about 11.00 a.m. Copenhagen time on the applicable
      Calculation Date for the offering of euro deposits for the relevant
      period. If the EURIBOR01 page is replaced or service ceases to be
      available, the Accounts Administrator may specify another page or service
      displaying the appropriate rate after consultation with the Purchaser and
      the Seller. 

	 	
		
      “euro” or “EUR”
      or
      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.










	3(33)



	 	“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.
	 	
	 	
      “Face Amount” means the face amount in respect of the Notes or the
      Receivables, as the case may be. 

	 	
	 	
      “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 any relevant currency is 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. 

	 	
	 	
      “Funding
      Costs” means the aggregate interest
      accrued on (i) the Notes (paid or to be paid) and (ii) any debt incurred
      by the Purchaser for the purpose of financing the acquisition of the
      Purchased Receivables (paid or to be paid). For the avoidance of doubt “to
      be paid” in relation to (i) and (ii) shall mean for the period up and till
      the date when the relevant debt may be repaid without any penalty, break
      cost or fee. 

	 	
	 	
      “Incorporated
      Cell” means each incorporated cell of
      Viking Global Finance ICC. 

	 	
	 	
      “Initial L/C
      Bank” means Nordea Bank Danmark A/S
      under the Standby Letter of Credit Agreement. 

	 	
	 	
      “Issuer” means Viking Asset Securitisation Limited, a company
      incorporated in Jersey with limited liability, having its registered
      office at Ogier House, the Esplanade, St Helier, Jersey JE4 9WG, Channel
      Islands. 

	 	
	 	
      “Issuer Security Trust
      Deed” means the issuer security trust
      deed dated 1 March 2000 between the Issuer and the Programme Trustee as
      amended and restated by a deed dated 18 July 2003 between the Issuer and
      the Programme Trustee.

	 	
	 	
      “L/C Bank” means Nordea Bank AB (publ) under the Standby Letter of
      Credit Agreement. 

	 	
	 	
      “Liquidity
      Facility” means the liquidity facility
      under the relevant Liquidity Facility Agreement. 

	 	
	 	
      “Liquidity Facility
      Agreement” means each liquidity
      facility agreement entered into in relation to inter alia the Transaction
      between the Purchaser, Nordea Bank Danmark A/S as Agent and the Banks,
      including the liquidity facility agreement dated 12 June, 2006 between the
      Purchaser, Nordea Bank Danmark A/S as Agent and the
Banks.

	 	
	 	
      “Loan” means the aggregate of the principal amount of each
      borrowing by the Purchaser under the relevant Liquidity Facility Agreement
      or the principal amount outstanding of that borrowing attributable to the
      Transaction. 










	4(33)

 

	 	“Margin” shall be as set out in the fee letter entered into
      between thePurchaser and the Seller on or about the date
      hereof.
		 
	 	
      “Master Account
      Administrator” means Nordea Bank
      Danmark A/S as Master Account Administrator under the Master Accounts
      Administration Agreement. 

		 
	 	
      “Master Accounts
      Administration Agreement” means the
      accounts administration agreement dated 12 June, 2006 between
      inter alia Nordea Bank Danmark A/S, Nordea Bank AB (publ), the Accounts
      Administrator and the Programme Trustee inter alia in relation to the
      Transaction.

		 
	 	
      “Master Overdraft Facility
      Agreement” means the overdraft facility
      agreement dated 12 June, 2006 between inter alia the Purchaser and the
      Overdraft Bank in relation inter
      alia to the Transaction.
  

		 
	 	
      “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. 

		 
	 	
      “Non-Defaulted
      Receivables” means Purchased
      Receivables in relation to the Purchaser for which there has not been any
      default in payment from the relevant Permitted Obligors. 

		 
	 	
      “Notes” means commercial paper notes issued by Viking Asset
      Securitisation Limited in relation to this Transaction on behalf of the
      Purchaser and includes the commercial paper notes represented by a Note in
      global form. 

		 
	                    	
      “Offer” means 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 Accounts Administrator and “to
      Offer” and “Offered” shall have the
      corresponding meaning. 

		 
	 	
      “Operating Account” means bank
      accounts number 42781300116 with Nordea Bank AB (publ), and all such other
      accounts as may from time to time be in addition thereto or substituted
      therefore in accordance with the relevant Transaction Documents
    

		 
	 	
      “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. 

		 
	 	
      “Overdraft
      Advance” means, save as otherwise
      provided herein, an advance (as from time to time reduced by repayment)
      made or to be made by the Overdraft Bank under Clause 4 of the Master
      Overdraft Facility Agreement and attributable to the Transaction.
      

		 
	 	
      “Overdraft Bank” means Nordea
      Bank AB (publ) or such other financial institution as may be appointed in
      relation to the Purchaser under the Master Overdraft Facility Agreement.
      

		 
	 	
      “Overdraft
      Facility” means the overdraft facility
      relating inter alia to the Transaction and made to the Purchaser under the
      Master Overdraft Facility Agreement. 

		 
	 	
      “Permitted
      Currency” means EUR.
  










	5(33)



	                    	“Permitted Obligors”
      means
      Renault Trucks SAS, Volvo Group Belgium NV 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 Accounts Administrator and
      the Purchaser.
		 
	 	
      “Permitted Obligor
      Default” means, at any time, when a
      Permitted Obligor is unable to pay its debts as they fall due or against
      whom any administration, insolvency, bankruptcy or liquidation or similar
      procedures have been instituted.

		 
	 	
      “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 more particularly described in the CMSAs,
      the Supplier Agreement and the FI Agreement.

		 
	 	
      “Programme
      Trustee” means CitiCorp Trustee Company
      Limited or such other person so designated in accordance with the Issuer
      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.

		 
	 	
      “Purchase
      Price” means the aggregate Receivables
      Purchase Price paid or to be paid by the Purchaser to the Seller in
      respect of Purchased Receivables on a particular Settlement Date.
      

		 
	 	
      “Purchased Receivables”
      means all Receivables which are the
      subject of 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.

		 
	 	
      “Purchaser” means Viking Asset Purchaser No. 7 IC.

		 
	 	
      “Purchaser Supplemental Agreement” means the supplemental deed dated on or about 12 June 2006
      entered into by, inter
      alia, the Purchaser, the Issuer, Nordea
      Bank Danmark A/S, Nordea Bank AB (publ), Nordea Bank Norge ASA, Nordea
      Bank Finland plc and the Programme Trustee.

		 
	 	
      “Rating Agencies”
      means Moody’s and S&P and
      “Rating Agency” means any one of them.

		 
	 	
      “Receivable” means any receivable (inclusive of VAT applied thereon)
      owed to the Seller in the ordinary course of business by any Permitted
      Obligor including all rights of the Seller pertaining to such Receivable
      (defined as “Payment Obligation” in the respective CMSA) in accordance
      with the respective CMSA, including but not limited to all the Seller’s
      rights under Section 18(f) of the respective CMSA.

		 
	 	
      “Receivables Purchase
      Price” shall be calculated as follows: CA - (CA x IR / (360/DM)); where

      DM= actual number of days to and including the relevant maturity date

      CA = the Certified Amount (as defined in the Supplier Agreement) of the Receivable

      IR = means in respect of EUR the applicable interest rate being EURIBOR three (3) months 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.










	6(33)



	                    	“Reference Banks” means a minimum of four of the
      banks (including, in each case, Nordea Bank AB (publ)) which quote rates
      for the offering of deposits in EUR to leading banks in the European
      interbank market for the relevant period immediately prior to the time set
      out in the definition of EURIBOR on the applicable Calculation
      Date.
		 
	 	
      “Renault Trucks CMSA” means the
      Customer Managed Service Agreement entered or to be entered into between
      Renault Trucks SAS and PrimeRevenue, pursuant to which the Seller is
      defined as a Supplier. 

		 
	 	
      “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.

		 
	 	
      “Seller” means Meritor Heavy Vehicle Braking Systems (UK)
      Limited in its capacity as 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.
      

		 
	 	“Seller
      Suspension Event” means any of the following events:
		(a)	     	Failure to
      pay: The
      Seller fails to pay any amount due under this Agreement or the Supplier
      Agreement on the due date or on demand in writing, if so payable, unless
      payment is made within three (3) Business Days of such due date or
      demand.
	 	(b)	 	
      Failure to perform other
      obligations: The Seller fails to
      observe or perform any of its other material obligations under this
      Agreement or the 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 (acting through the
      Accounts Administrator), that the same be remedied, it has not been
      remedied to the Purchaser’s (acting through the Accounts Administrator)
      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
      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 Supplier Agreement proves to be incorrect to an extent which, in
      the reasonable opinion of the Accounts Administrator, 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 unenforceable to an extent which, in the reasonable
      opinion of the Accounts Administrator, is likely materially and adversely
      to affect the ability of the 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. 










	7(33)



	                    	(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 Accounts
      Administrator, likely to affect the ability of the 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 of the Seller’s assets 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 1,000,000 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
      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
      Accounts Administrator and the Programme Trustee (such approval not to be
      unreasonably withheld or delayed), unless during or following such
      reconstruction the Seller 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.

		 
	 	
      “Standby Letter of Credit Agreement” means the standby letter of credit
      agreement dated 28 May, 2001 between Viking Asset Purchaser No. 2 Limited
      and Nordea Bank Danmark A/S (formerly Unibank A/S) as amended and restated
      by an agreement dated 18 July 2003 between Viking Asset Purchaser No. 2
      Limited, Viking Asset Purchaser No. 3 Limited, the Initial L/C Bank and
      other affiliates of the Initial L/C Bank. 

		 
	 	
      “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, legal advisers to inter
      alia Nordea Bank Danmark
      A/S, Nordea Bank AB (publ), the Programme Trustee, the Issuer and the
      Purchaser as to Swedish law.

		 
	 	
      “Swedish Pledge
      Agreement” means the pledge
      agreement regarding the Purchased Receivables dated on or about the date
      hereof between the Purchaser and the Programme Trustee. 

		 
	 	
      “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, Jersey
      or elsewhere, together with all penalties, charges and interest relating
      to any of the foregoing.










	8(33)



	 	“Termination Date”
      means the
      earliest date on which a Termination Event occurs.
		 
	 	“Termination Event”
      means the
      occurrence of any of the following:
	 	(a)	 	one (1) year having elapsed from the date 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 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 bankruptcy, liquidation, dissolution, administration
      or reorganisation of the Seller (other than for the purposes of and
      followed by a solvent reconstruction previously approved in writing by the
      Purchaser and the Programme Trustee (such approval not to be unreasonably
      withheld or delayed) unless during or following such reconstruction the
      Seller becomes or is declared to be insolvent) and which is not being
      contested in good faith or which is not dismissed or withdrawn within
      thirty (30) days, (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 the property, undertaking or assets
      of the Seller;

	 	(d)	 	
      a refusal of the Seller to pay
      any increased costs incurred by any Bank and/or L/C Bank in connection
      with the Transaction, such increased costs being outside the control of
      the Purchaser and the Bank and/or L/C Bank, as the case may
    be;

		(e)		
      any CMSA and/or the Supplier
      Agreement being amended to the detriment of the Purchaser or if any CMSA,
      the FI Agreement and/or the Supplier Agreement is terminated for what ever
      reason or if any third party right in any CMSA or the Supplier Agreement
      in relation to which the Purchaser is a beneficiary becomes invalid or
      unenforceable;

	 	(f)	 	
      the occurrence of any termination
      event under the CP Programme;

	 	(g)	 	
      a Seller Suspension Event is
      outstanding for sixty (60) days or longer, subject to written notice being
      given by the Accounts Administrator on behalf of the Purchaser;
      and

	 	(h)	 	
      cross default; (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); (iii) Any creditor of the Seller becomes
      entitled to declare any Financial Indebtedness of the Seller due and
      payable prior to its specified maturity as a result of an event of default
      (however described); (iv) no Termination Event will occur under this
      paragraph (h) if the aggregate amount of Financial Indebtedness or
      commitment for Financial Indebtedness falling within paragraphs (i) to
      (iii) above is less than EUR 1,000,000 or the equivalent in any other
      currency.

			 
			
      “Total Commitments” means the
      part of the aggregate of the Commitments as reserved by the Accounts
      Administrator to be used in relation to the Transaction, being EUR twenty
      five million (25,000,000) at the date of this Agreement. The Total
      Commitments may (to the extent possible) be increased as agreed between
      the Seller, the Purchaser and the Accounts Administrator from time to
      time.

			 
			
      “Transaction” means the transaction relating to this Agreement
      envisaged by the Transaction Documents whereby the Seller may sell certain
      Receivables to the Purchaser and the Purchaser may purchase such
      Receivables, funded by the issue of Notes under the CP Programme and all
      related arrangements provided for in the Transaction Documents.
    

			 
			
      “Transaction
      Documents” means the documents relating
      to the Transaction, including this Agreement, the FI Agreement, the CMSAs
      and the Supplier Agreement, each Liquidity Facility Agreement, the Master
      Overdraft Facility Agreement and the Master Security Trust Deed, and any
      agreement or document executed pursuant to or in connection with any of
      these documents. 

			 
	 	 	
      “Volvo Group Belgium
      CMSA”
      means the Customer Managed Service Agreement entered or to be entered into
      between Volvo Group Belgium NV and PrimeRevenue, pursuant to which the
      Seller is defined as a Supplier.










	9(33)



	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.
	          	          	
	2.		PURCHASE
      AND SALE
	 
	2.1		Purchase of
      Receivables
Subject to the terms and conditions of this
      Agreement, each Purchaser agrees that it may (at its sole discretion)
      elect to purchase Receivables from the Seller on a regular basis from the
      date hereof until the Termination Date.
	 
	2.2		Conclusion of
      purchase - offer and acceptance
Sale and purchase of
      Receivables will in each case be concluded as more particularly set out in
      Part 1 of Schedule 2.
	 
	2.3		Purchase
      Price
The Purchase Price shall be paid and calculated as more
      particularly 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
Each sale and purchase pursuant to
      Clause 2.2 above shall be perfected through the actions more particularly
      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 2.5,
      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 Accounts
      Administrator pursuant to Clause 4.2.

 









		10(33)



	3.		CONDITIONS PRECEDENT TO INITIAL PURCHASE
	          	          	 
	3.1		The
      obligations of the Purchaser under or pursuant to this Agreement are
      subject to the satisfaction (as determined in the reasonable opinion of
      the Accounts Administrator) of the following conditions
    precedent:
	 
			(a)	       	each of the
      Transaction Documents has been validly executed by all parties
      thereto;
	 
			(b)		all actions that
      pursuant to Part 3 of Schedule 2 have been completed;
	 
			(c)		Purchaser and the
      Programme Trustee have received a solvency certificate from the Seller
      substantially in the form of Schedule 4; and
	 
			(d)		Purchaser and the
      Programme Trustee have received in form and substance satisfactory to each
      of them legal opinion(s) issued by reputable law firm(s) approved by each
      of them, as to the laws of the jurisdiction(s) each of them deem
      relevant.
	 








		11(33)



	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 and the Programme Trustee in the terms set out in Part 1 of
      Schedule 3 in relation to the Seller 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
      severally to the Purchaser and the Programme Trustee 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 and the Programme
      Trustee as follows:
	 
			(a)	       	Indemnity against
      claims: Neither the Purchaser nor the
      Programme Trustee shall have any obligation or liability with respect to
      any Purchased Receivables nor will the Purchaser or the Programme Trustee
      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, the Accounts Administrator and the Programme
      Trustee against any cost, claim, loss, expense, liability or damages
      (including legal costs and out-of-pocket expenses) (save to the extent
      that such cost, claim, loss, expense, liability or damage shall not 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 and/or as a result
      of any wilful default or negligence of the Programme Trustee) reasonably
      and properly incurred or suffered by the Purchaser and/or the Programme
      Trustee 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;
	 
			(b)		Indemnity against
      breach: the Seller will on demand
      indemnify and keep indemnified the Purchaser, the Accounts Administrator
      and the Programme Trustee 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 or the
      Programme Trustee as a consequence of any breach by the Seller of this
      Agreement or any other Transaction Document (to which the Seller is a
      party) (save 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 wilful misconduct or negligence of the
      Purchaser or as a result of any wilful default or negligence of the
      Programme Trustee);
	 








		12(33)



	                    
           	(c)	        	Indemnity
      on termination: the Seller shall on
      demand indemnify the Purchaser against all Funding Costs incurred by the
      Purchaser as a result of such termination, which, for the avoidance of
      doubt, include Funding Costs which are incurred on or after the
      Termination Date;
		 
		(d)		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);
		 
		(e)		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 England and any other applicable law to enable it to
      perform its obligations under this Agreement;
		 
		(f)		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;
		 
		(g)		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;
		 
		(h)		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;
		 
		(i)		Notice of
      default: the Seller shall promptly upon
      becoming aware of the same inform the Accounts Administrator and the
      Programme Trustee of any occurrence which might adversely affect its
      ability to perform its obligations under this Agreement and from time to
      time, if so requested by the Accounts Administrator, confirm to the
      Accounts Administrator and the Programme Trustee in writing that, save as
      otherwise stated in such confirmation, no such occurrence has occurred and
      is continuing;
		 
		(j)		Delivery
      of reports: the Seller shall deliver to
      the Accounts Administrator and the Programme Trustee, sufficient copies of
      each of the following documents, in each case at the time of issue
      thereof:
		 
				(i)	        	every report,
      circular, notice or like document issued by the Seller to its creditors
      generally; and
		 








		13(33)



	                    
    			(ii)	       	(if 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).
		 
	       	(k)	       	Provision
      of further information: subject to
      applicable legislation, the Seller shall provide the Accounts
      Administrator and the Programme Trustee with such financial and other
      information concerning the Seller and its affairs as the Accounts
      Administrator or the Programme Trustee may from time to time reasonably
      require and which is available to the Seller.
		 
		(l)		Notice of
      misrepresentation: the Seller shall
      promptly upon becoming aware of the same notify the Accounts Administrator
      and the Programme Trustee of any misrepresentation by the Seller under or
      in connection with any Transaction Document to which it is a
    party.
		 








		14(33)



	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 in respect of the Purchaser upon
      any material breach of the representations and warranties referred to in
      this Clause 5.5 by the Purchaser, provided such material breach have a
      material adverse effect on the Seller.
	  
	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) or the Programme Trustee, 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 the expiry of such five
      (5) Business Day period 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 Purchaser (or the Accounts Administrator) or the Programme
      Trustee, it shall immediately notify the Accounts Administrator and the
      Programme Trustee 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) or the Programme
      Trustee 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 (d) 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 the sum of (i) the Purchase Price for such
      Purchased Receivable (taking into account any Collections received in
      respect of such Purchased Receivable prior to the repurchase), and (ii)
      the Funding Costs attributable to such Purchased Receivable, 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.
	  








		15(33)



	7.		FURTHER ASSURANCE
	          	          	 
	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.
	 
	7.2		For the
      avoidance of doubt, this undertaking shall apply (without limitation) to
      the following:
	 
			(a)	       	any termination,
      waiver, amendment or variation in relation to any Purchased
      Receivables;
	 
			(b)		any assignment or sale
      of any Purchased Receivables; and
	 
			(c)		any disposal of its
      right, title, interest, benefit or power in any Purchased
      Receivables.
	 
	7.3		In addition
      to any records or information available through the PrimeRevenue System,
      the Seller undertakes at the request of the Purchaser or the Programme
      Trustee through the Accounts Administrator to produce and deliver Records
      concerning the Purchased Receivables as the Purchaser, the Programme
      Trustee or the Accounts Administrator may reasonably request for
      enforcement or accounting purposes.
	 
	7.4		In the event
      that such Records as referred to in Clause 7.3 are not produced reasonably
      promptly, the Seller shall permit any persons nominated by the Purchaser,
      the Accounts Administrator or the Programme Trustee 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 Seller shall not unreasonably delay the provision of such
      supervision) all computer passwords necessary to gain access to the
      relevant computer records.
	 
	7.5		The parties
      hereto acknowledge that the Purchaser has pledged or will pledge all its
      title to and interest in the Purchased Receivables to the Programme
      Trustee, on behalf of certain creditors. All the parties hereby undertake
      to use, upon notice from the Programme Trustee, all reasonable efforts and
      take all actions as the Programme Trustee may reasonably require in order
      for such pledge to be perfected.
			  
	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 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) upon
      receipt in legible form and shall be delivered or sent:
	  


	                   
           	The
      Purchaser:	Ogier
      House
	 	 	The Esplanade,
      St Helier
	 	 	Jersey JE4
      9WG
	 	 	Channel
      Islands
	 	 
	 	 
	 	with a copy to
      the	 









		16(33)



	                       
      	Accounts
      Administrator:	Structured
      Finance Servicer A/S
	 	 	Christiansbro, 3
      Strandgade,
	 	 	DK-1401
      Copenhagen K,
	 	 	Denmark
	 	 	Attention:
      Structured Finance
	 	 	Servicer
      A/S
	 	 
	 	 	Facsimile No:
      +45 3333 2697
	 	 
	 	 
	 	 
	 	The
      Seller:	Meritor Heavy
      Vehicle Braking Systems (UK)
	 	 	Limited
	 	 	Grange
      Road
	 	 	Cwmbran
	 	 	NP44
    3XU
	 	 	United
      Kingdom
	 	 	Attention:
      Andrew Watkins
	 	 
	 	 	Facsimile No:
      +1633 834304



		or to such other
      address or facsimile number 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.
	 
	9.	ASSIGNMENT AND
      SUPPLEMENTS
	 
		This Agreement may be
      assigned by the Purchaser to the Programme Trustee.
	 
	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. No amendment of this Agreement shall be
      made unless the Purchaser has received written confirmation from the
      Rating Agencies that the ratings then assigned to the Notes are not
      adversely affected thereby.
	 
	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.
	 








		17(33)



	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 the 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 in relation to the Purchaser 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
      creditworthiness of any Permitted Obligor (all and any of the foregoing
      being “Confidential
      Information”)) and all the parties
      shall use all reasonable endeavours to prevent any such disclosure or use
      provided however that the provisions of this Clause 14 shall not
      apply:
	 
		(a)	       	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);
	 
		(b)		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);
	 
		(c)		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;
	 
		(d)		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);
	 
		(e)		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);
	 








		18(33)



			(f)	       	Professional
      advisers: to the disclosure of any
      information to professional advisers or auditors of the relevant party in
      relation to, and for the purpose of, advising such party or complying with
      their duties as auditors;
	 
			(g)		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;
	 
			(h) 		Written consent:
      to the disclosure of any information
      with the written consent of all of the parties hereto;
	 
			(i)		Rating Agencies:
      to the disclosure of any information
      which either of the Rating Agencies may require to be disclosed to
      it;
	 
			(j)		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 Issuer, Viking Global Finance ICC and Viking
      Asset Securitisation Holding Limited (or to anyone acting on behalf of
      such a person);
	 
			(k)		Group companies:
      to the disclosure of information to
      companies belonging to the same group of companies as the Seller;
      and
	 
			(l)		Permitted Obligors:
      to the disclosure of information to
      Permitted Obligors necessary for the performance of the Seller’s
      obligations hereunder, or reasonably incidental thereto.
	 
	15.		NO OBLIGATIONS OR LIABILITIES
	          	          			
	15.1	 	The Purchaser acknowledges and agrees that (i) the Programme
      Trustee is a party to this Agreement for the purpose only of taking the
      benefit of this Agreement and for the better enforcement of its rights
      under the Master Security Trust Deed (as supplemented by the Purchaser
      Supplemental Agreement) and (ii) the Programme Trustee shall assume no
      obligations or liabilities to the Seller or the Purchaser or to any other
      person by virtue of the provisions of this Agreement except as otherwise
      determined by the Transaction Documents to which the Programme Trustee is
      a party.
	 
	15.2		The Seller acknowledges and agrees that (i) the Programme Trustee
      is a party to this Agreement for the purpose only of taking the benefit of
      this Agreement in the manner and as set out in Clause 15.1 and (ii) the
      Programme Trustee shall assume no obligations or liabilities to the Seller
      or to any other person by virtue of this Agreement.
			  
	16.		CHANGE OF PROGRAMME TRUSTEE
			 
			If there
      is any change in the identity of the Programme Trustee or appointment of
      an additional trustee in accordance with the provisions of the Master
      Security Trust Deed (as supplemented by the Purchaser Supplemental
      Agreement), the Seller and the Accounts Administrator shall execute such
      documents and take such action as the new trustee, the retiring Programme
      Trustee or, as the case may be, the existing Programme Trustee may
      properly require for the purpose of vesting in the new trustee the rights
      of the outgoing Programme Trustee under this Agreement.
		  








		19(33)



	17.		NO
      LIABILITY AND NO PETITION
			 
	17.1		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.
	 
	17.2		Without prejudice to
      the rights of the Programme Trustee to enforce the security created
      pursuant to the Issuer Security Trust Deed, the Master Security Trust Deed
      (as supplemented by the Purchaser Supplemental Agreement), the relevant
      Swedish Pledge Agreement and the relevant Accounts Pledge Agreement, each
      of the Programme Trustee and 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.
			 
	18.		LIMITED
      RECOURSE
			  
			In the event that
      the security created by the Master Security Trust Deed (as supplemented by
      the Purchaser Supplemental Agreement), the relevant Swedish Pledge
      Agreement and the relevant 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 (or
      the Programme Trustee) in respect of any such unpaid amounts and any
      resultant claim shall have expired.
	   
	19.		GOVERNING
      LAW AND JURISDICTION
	          	          	 
	19.1		This Agreement and any
      non-contractual obligations arising out of or in connection with it are
      governed by the substantive laws of Sweden.
	 
	19.2		Any dispute,
      controversy or claim arising out of or in connection with this Agreement,
      or the breach, termination or invalidity thereof, shall be finally settled
      by arbitration administered by the Arbitration Institute of the Stockholm
      Chamber of Commerce (the SCC Institute).
	 
			The Rules for
      Expedited Arbitrations of the Arbitration Institute of the Stockholm
      Chamber of Commerce shall apply, unless the SCC Institute, taking into
      account the complexity of the case, the amount in dispute and other
      circumstances, determines, in its discretion, that the Arbitration Rules
      of the Arbitration Institute of the Stockholm Chamber of Commerce shall
      apply. In the latter case, the SCC Institute shall also decide whether the
      arbitral tribunal shall be composed of one or three
  arbitrators.
	 
			The place of
      arbitration shall be Stockholm, Sweden.
	 
			The language to be
      used in the arbitral proceedings shall be English.
	 








		20(33)



		The Parties undertake
      and agree that all arbitral proceedings conducted with reference to this
      arbitration clause will be kept strictly confidential. This
      confidentiality undertaking shall cover all information disclosed in the
      course of such arbitral proceedings, as well as any decision or award that
      is made or declared during the proceedings. Information covered by this
      confidentiality undertaking may not, in any form, be disclosed to a third
      party without the written consent of the other Party. The aforesaid shall
      however be subject to the exemptions set out in Clause 14 (a) through
      (l).
	  
		In case this Agreement or any
      part of it is assigned or transferred to a third party, such third party
      shall automatically be bound by the provisions of this arbitration
      clause.
	  
	20.	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 17 and Clause 18 and the indemnification
      and payment provisions of this Agreement shall be continuing and shall
      survive any termination of this Agreement.


____________________

This Agreement has been entered into on
the date stated at the beginning of this Agreement. 


For and on behalf of

MERITOR HEAVY VEHICLE BRAKING SYSTEMS (UK)
LIMITED 
By: /s/ Mike Lei 


For and on behalf of

VIKING ASSET PURCHASER No 7 IC


By: /s/ Cheryl Heslop 

 

For and on behalf of

CITICORP TRUSTEE COMPANY LIMITED


By: /s/ David Mares 







		21(33)



SCHEDULE 1 

ELIGIBILITY CRITERIA 

Each Receivable must satisfy 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 Accounts Administrator and the Rating
      Agencies.
	 
	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 (as applicable) 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 Accounts Administrator and the Rating
      Agencies.
	 
	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.
	 












	22(33)



	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 and is
      otherwise free and clear of any liens or encumbrances 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 defence,
      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.










	23(33)



SCHEDULE 2 

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

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 may from
      time to time (but shall, for the avoidance of doubt, have no obligation
      to) accept such Offer by an Acceptance.
	 
	2.		Any Acceptance by a
      Purchaser shall always be subject to all of the following conditions being
      satisfied or waived:
	 
			(a)		no Termination Event having
      occurred and being continuing;
	 
			(b)		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;
	 
			(c)		no Seller Potential Suspension
      Event or Seller Suspension Event having occurred and being
      continuing;
	 
		     	(d)	     	(i) any new Notes (if such Notes
      are denominated in a currency other than the Permitted Currency, the Face
      Amount of such Notes converted at the relevant exchange rate under the
      hedge arrangement) to be issued in relation to the Purchaser shall not
      exceed the then Available Facility in relation to the Purchaser, (ii)
      immediately after such purchase the Face Amount of all outstanding Notes
      in relation to the Purchaser (if such Notes are denominated in a currency
      other than the Permitted Currency, the Face Amount of such Notes converted
      at the relevant exchange rate under the hedge arrangement) shall not
      exceed the Total Commitments, and (iii) the Purchaser shall have available
      to it either the Liquidity Facility or the Overdraft Facility in an amount
      equal to the Total Commitments, in each case as determined by the Accounts
      Administrator;
	 
			(e)		immediately following such
      purchase, the outstanding amount of Non-Defaulted Receivables shall be
      equal to or greater than the amount of proceeds from outstanding Notes in
      relation to the Purchaser (if such Notes are denominated in a currency
      other than the Permitted Currency, the Face Amount of such Notes converted
      at the relevant exchange rate under the hedge arrangement);
	 
			(f)		immediately following such
      purchase, the Total Commitments shall be equal to or greater than the sum
      of (i) the Face Amount of outstanding Notes in relation to the Purchaser
      (if such Notes are denominated in a currency other than a Permitted
      Currency, the Face Amount of such Notes converted at the relevant exchange
      rate under the hedge arrangement), (ii) the outstanding drawings under the
      relevant Liquidity Facility in relation to the Transaction, (iii) the
      outstanding drawings under the relevant Overdraft Facility in relation to
      the Transaction and (iv) interest accrued or to accrue in respect of
      outstanding drawings under the relevant Liquidity Facility and the
      relevant Overdraft Facility; and
	 
			(g)		the relevant Receivable shall
      meet all of the Eligibility Criteria.









	24(33)



Part 2 

Purchase Price 

	1.	     	The Purchase Price, which shall
      be paid (debited from the Purchaser’s account) 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 bank account number
      as set out below or as otherwise agreed from time to time between the
      Accounts Administrator, on behalf of the Purchaser, and the Seller and
      notified to PrimeRevenue.
	 		
			
      Bank: Bank of America NA
      

      Account No: [REDACTED]

      IBAN: [REDACTED]
      

      Swift address: BOFAGB22
      

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










	25(33)



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:



		
      To: [PERMITTED OBLIGOR]
      

	     				  
		
      RE: NOTICE OF SALE AND
      TRANSFER OF RECEIVABLES AND RIGHTS UNDER A CUSTOMER MANAGED SERVICES
      AGREEMENT 

					   
		A.	     	Pursuant
      to a Receivables Purchase Agreement (the “RPA”) between Meritor Heavy
      Braking Systems (UK) Limited as seller (the “Seller”) and Viking Asset
      Purchaser No 7 IC, an incorporated cell of Viking Global Finance ICC, an
      incorporated cell company incorporated under the laws of Jersey (the
      “Purchaser”), dated [•] 2012, the Seller has agreed to sell and the Purchaser
      has agreed to purchase receivables (the “Receivables”) owed by
      [name of Permitted
      Obligor] (“Obligor”) to the Seller (in its
      capacity as supplier to Obligor).
		 
		B.		Offer and
      acceptance will be made through a system (the “System”) provided by
      PrimeRevenue, Inc (“PrimeRevenue”). Obligor has on [•] entered into a Customer Managed Services Agreement (the “CMSA”) with
      PrimeRevenue regarding the use of the System. Through the CMSA (Section
      18(f)) Obligor has made certain undertakings, covenants, representations
      and warranties to the Seller (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 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 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)(v) thereof);
		 
					(iii)		all payments to the Purchaser
      referred to in this notice shall (until otherwise instructed) be made to
      the bank account numbers set out below with Nordea Bank AB (publ) or
      Nordea Bank Finland Plc, London Branch;









	26(33)



	                      
      		     	
      In respect of payments in EUR by
      Permitted Obligors domiciled in Sweden:

      Bank: Nordea Bank AB
      (publ)
Address: Hamngatan 10, 105 71
      Stockholm, Sweden
Swift: NDEASESS 
Account No.: [REDACTED]

      In respect of payments in EUR by
      Permitted Obligors domiciled in any other jurisdiction than
      Sweden:

      Bank: Nordea Bank AB
      (publ)
Address: Hamngatan 10, 105 71
      Stockholm, Sweden 
Swift: NDEASESS 
Account No.: [REDACTED]
IBAN:
      [REDACTED]

				 
		(iv)		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:____________________

	 	 
 
		MERITOR HEAVY VEHICLEVIKING ASSET PURCHASER No 7 IC
		BRAKING SYSTEMS (UK)	 	 
		LIMITED
		                                    	 	                                 
              	 



		
      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 the Transferred Seller CMSA Rights.
				 
	 			_______________________
	 			
		
      Place/date:____________________


      [PERMITTED OBLIGOR]
  










	27(33)



	
      and the Seller shall procure that
      each such Permitted Obligor acknowledge and counter sign 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 the Acceptance, a Transfer Notice (as defined in the above
      notice) is issued by the PrimeRevenue System to the relevant Permitted
      Obligor.
		 
		3.		The Seller shall procure that at
      such time(s) as the Accounts Administrator determines all other actions
      the Accounts Administrator 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.











	28(33)



SCHEDULE 3 

REPRESENTATIONS, WARRANTIES AND
UNDERTAKINGS 

Part 1 

Representations and Warranties
relating to the Seller 

The following representations and
warranties are given by the Seller: 

	(a)		Status:
      The Seller is duly incorporated, with
      limited liability, under the laws of England.
	 
	(b)	     	Powers and
      authorisations: The Seller has the
      requisite power and authority under its articles of association and
      otherwise, and all necessary corporate authority has been obtained and
      action taken, for it to sign and deliver, and perform the transactions
      contemplated in this Agreement.
	 
	(c)		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.
	 
	(d)		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:
	 
			(i)	     	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
	 
			(ii)		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, the Accounts Administrator
      or the Programme Trustee; or
	 
			(iii)		any document which contains or
      establishes or regulates its constitution.
	 
	(e)		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.
	 
	(f)		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
      obligations under the Transaction Documents to which it is a party, is
      presently in progress or pending.
	 
	(g)		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
      England 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.
	 
	(h)		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.









	29(33)



	(i)		Material adverse change to the
      Seller: There has been no change in the
      financial condition or operations of the Seller since the last audited
      financial statement 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.
	 
	(j)		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.
	 
	(k)	     	Insolvency and other
      procedures: No corporate 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 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.
	 
	(l)		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.
	 
	(m)		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.
	 
	(n)		COMI: For the purposes of EC Regulation No. 1346/2000 on
      insolvency proceedings (the (“Regulation”) the Seller has and it will have
      its centre of main interests (as that term is used in Article 3(1) of the
      Regulation) in England and Wales and it has no “establishment” (as that
      term is used in Article 2(h) of the Regulation) in any other
      jurisdiction.









	30(33)



Part 2 

Representations and Warranties
relating to the Purchased Receivables 

The following representations and
warranties are given by the Seller: 

	(a)		Particulars correct:
      The particulars of the Purchased
      Receivables set out in the Offers 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.
	 
	(b)	     	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.
	 
	(c)		Obligation performed:
      The Seller has performed all its
      obligations under or in connection with the Purchased Receivable unless
      any such obligation is not material and does not affect the value of the
      Purchased Receivable or its collectability.
	 
	(d)		Compliance with Eligibility
      Criteria: Each Purchased Receivable
      complies, as at the relevant Purchase Date, in all respects with the
      Eligibility Criteria.
	 
	(e)		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.
	 
	(f)		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 Accounts Administrator at any time can
      verify the Outstanding Amount of the Purchased Receivables and the
      Seller’s compliance with this Agreement.
	 
	(g)		No waiver: The Seller has not waived any of its rights in relation
      to the Purchased Receivables.
	 
	(h)		Perfection: The Seller has performed all its actions as set out in
      Clause 2.5 of this Agreement as of the Purchase
Date.









	31(33)



Part 3 

Representations and Warranties
relating to the Purchaser 

The following representations and
warranties are given by the Purchaser: 

	(a)		Status:
      The Purchaser is an incorporated cell
      of a company or company (as applicable) duly incorporated and validly
      existing under the laws of its jurisdiction of incorporation.
	 
	(b)	     	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.
	 
	(c)		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.
	 
	(d)		Non-violation:
      The execution, signing and delivery of
      this Agreement and the performance of any of the transactions contemplated
      in this Agreement 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:
	 
			(i)       	any law, statute, decree, rule or
      regulation to which it or any of its assets or revenues is subject or of
      any order, judgment, injunction, decree, resolution, determination, or
      award of any court or any judicial, administrative, or governmental
      authority or organisation which applies to it or any of its assets or
      revenues; or
	 
			(ii)	any agreement, indenture,
      mortgage, deed of trust, bond, or any other document, instrument or
      obligation to which it is a party or by which any of its assets or
      revenues is bound or affected; or
	 
			(iii)	any document which contains or
      establishes or regulates its constitution.
	 
	(e)		Consents:
      The Purchaser has duly obtained, made
      or taken each authorisation, approval, consent, licence, exemption,
      registration, recording, filing or notarisation which it is required to
      obtain (or make) in connection with the entry into, or performance of the
      transactions contemplated in, this Agreement. The Purchaser is not aware
      of any circumstances which indicate that any such authorisation, approval,
      consent, licence, exemption, registration, recording, filing or
      notarisation which has been obtained (or made) is likely to be terminated,
      revoked or not renewed. No authorisation, approval, consent, licence,
      exemption, registration, recording, filing or notarisation and no payment
      of any duty or tax and no other action whatsoever which has not been duly
      and unconditionally obtained, made or taken is necessary or desirable to
      ensure the validity, legality, enforceability or priority of the
      liabilities and obligations of the Purchaser under this
    Agreement.









	32(33)



	(f)		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 Purchaser 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.
	 
	(g)		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 Purchaser to observe or perform its
      obligations under this Agreement, is presently in progress or pending or,
      to the knowledge of the Purchaser, threatened against the Purchaser or any
      of its assets.
	 
	(h)	     	Insolvency procedures:
      No corporate 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 Purchaser or, so far as the Purchaser
      is aware, by any other person) or (so far as the Purchaser is aware) are
      threatened or are pending for (i) the winding-up, liquidation,
      dissolution, administration or reorganisation of the Purchaser (other than
      for the purposes of and followed by a solvent reconstruction previously
      notified to the Seller); or (ii) the Purchaser 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 Purchaser or substantially all of its property,
      undertaking or assets.









	33(33)



SCHEDULE 4 

FORM OF SOLVENCY CERTIFICATE


	To:		Citicorp Trustee Company Limited	Date:
			 
	From:	      	Meritor Heavy Vehicle
      Braking Systems (UK) Limited



Dear Sirs 

Reference is made to the Receivables
Purchase Agreement entered into between Meritor Heavy Vehicle Braking Systems
(UK) Limited, Viking Asset Purchaser No 7 IC and Citicorp Trustee Company
Limited dated [•] 2012. 

Meritor Heavy Vehicle Braking Systems
(UK) Limited hereby certifies as of the date hereof 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 

On behalf of 
Meritor Heavy Vehicle Braking Systems (UK) Limited 
By: 
Name: 
Title: