RECEIVABLES PURCHASE
AGREEMENT

dated 15 March 2012

between

MERITOR HEAVY VEHICLE SYSTEMS CAMERI
S.P.A.
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	10
			 	
	3.		CONDITIONS PRECEDENT TO INITIAL
      PURCHASE	11
			 	
	4.		ADDITIONAL PURCHASERS	11
			 	
	5.		PAYMENTS TO THE PURCHASER, ETC.	12
			 	
	6.		REPRESENTATIONS, WARRANTIES AND
      UNDERTAKINGS	12
			 	
	7.		REMEDIES FOR UNTRUE REPRESENTATION,
      ETC.	14
			 	
	8.		FURTHER ASSURANCE	15
			 	
	9.		NOTICES	16
			 	
	10.		ASSIGNMENT AND SUPPLEMENTS	17
			 	
	11.		AMENDMENTS AND MODIFICATIONS	17
			 	
	12.		RIGHTS CUMULATIVE, WAIVERS	17
			 	
	13.		APPORTIONMENT	17
			 	
	14.		PARTIAL INVALIDITY	17
			 	
	15.	 	CONFIDENTIALITY	18
			 	
	16.		NO OBLIGATIONS OR LIABILITIES	19
			 	
	17.		CHANGE OF PROGRAMME TRUSTEE	19
			 	
	18.		NO LIABILITY AND NO PETITION	19
			 	
	19.		LIMITED RECOURSE	20
			 	
	20.		GOVERNING LAW AND JURISDICTION	20
			 	
	21.		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 Accession Letter	
	SCHEDULE 5 Form of solvency
      certificate	









	 	 	This receivables purchase agreement (the
      “Agreement”) is made on 15 March 2012 between:
	 
	(1) 		Meritor Heavy Vehicle Systems Cameri
      S.P.A., a company incorporated under the laws of Italy (reg. no.
      03788210015) having its registered office at Strada Provinciale Cameri
      Bellinzago KM 5 28062 Cameri, Italy (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 “Initial
      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:
	 
			“Accession
      Letter”
      means a document substantially in the form set out in Schedule 4
      hereto.
	 
			“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 as such term is defined in the Masters Definitions
      Schedule).
	 
			“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 dated 12 June
      2006 entered into or to be entered into by or on behalf of a Purchaser and
      the Programme Trustee.
	 
			“Additional
      Purchaser” means (i) on the date of this Agreement, Nordea Bank AB
      (publ) and (ii) further to such date, any other company within the Nordea
      Bank AB (publ) group that agrees to be bound by the terms and conditions
      of this Agreement by executing an Accession Letter, in accordance with the
      terms of Clause 4 hereafter.
	 
			“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 relevant
      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 each Purchaser and in relation to the Transaction, on any day,
      the lesser of; (a) the Total Commitments in relation to such Purchaser;
      and (b) the Borrowing Base in relation to such Purchaser, less the Face
      Amount of outstanding Notes, Overdraft Advances and Loans in relation to
      the relevant 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.










	2(40)



		“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 each Purchaser which is, or which becomes a party to this
      Agreement in respect of the Transaction, 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 a Purchaser to pay the Face Amount of the Notes in relation
      to that 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 relevant Purchaser in connection with the Transaction
      Documents.
		 
	 	“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 the Renault 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 a Purchaser plus any amounts payable to such
      Purchaser by the Seller but not yet paid to such 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 relevant offered rates which appear on the relevant page
      (if any) on the Telerate Screen; or (c) if no such rate appears on the
      Telerate Screen and one only or no offered rate appears on the relevant
      page of the Reuters Screen or there is no relevant page on the Reuters
      Screen, 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.

 







	3(40)



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









	4(40)



	                    	“Liquidity
      Coverage Condition” is met if, in respect of each Purchaser, on any day, the
      aggregate outstanding amount of the Notes in respect of such Purchaser (in
      each case, where such Notes are not denominated in euro, converted into
      euro at the rate of exchange between euro and the relevant currency under
      the relevant hedging agreement entered into in connection with such Notes)
      (excluding for this purpose any Notes to be redeemed on such date of
      determination) plus the Euro Equivalent (as such term is defined in the
      Master Definitions Schedule) amount of any outstanding drawings under the
      Liquidity Facility and the Overdraft Facility in each case attributable to
      the Purchaser in relation to the Transaction, plus any interest accrued or
      to accrue in respect of such drawings is not greater than the lesser of
      (i) the part of the Total Commitments in respect of such Purchaser and
      (ii) the Borrowing Base in respect of such Purchaser, in each case less an
      amount equal to twenty five (25) per cent of the Senior Fees Provision (as
      such term is defined in the Master Definitions Schedule), if any in
      respect of such Purchaser in relation to the Transaction.
	 	
	 	“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 relevant Purchaser,
      Nordea Bank Danmark A/S as Agent and the Banks, including the liquidity
      facility agreement dated 12 June, 2006 between the Initial Purchaser,
      Nordea Bank Danmark A/S as Agent and the Banks.
	 	
	 	“Loan” means the aggregate of the principal amount of each borrowing
      by each Purchaser under the relevant Liquidity Facility Agreement or the
      principal amount outstanding of that borrowing attributable to the
      Transaction.
	 	
	 	“Margin” shall be as set out in the fee letter entered into between
      Initial Purchaser 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 Definitions Schedule” means the masters definitions schedule
      dated 12 June 2006 and signed for the purpose of identification by,
      inter
      alia, the
      Initial Purchaser, Nordea Bank AB (publ), the Issuer and Nordea Bank
      Danmark A/S.
	 	
	 	“Master Overdraft
      Facility Agreement” means the overdraft facility agreement dated 12 June, 2006
      between inter alia the Initial Purchaser and the Overdraft Bank (as defined
      therein) in relation inter alia to the Transaction.
	 	
	 	“Master Security Trust Deed” means the security trust deed dated 12 June,
      2006 between the Initial 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 relevant Purchaser for which there has not been any default in payment
      from the relevant Permitted
Obligors.










	5(40)



	                     	“Notes” means commercial paper
      notes issued by Viking Asset Securitisation Limited in relation to this
      Transaction on behalf of the Purchasers 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.
	 	 
	 	“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 the
      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 (as defined in the Master Overdraft Facility Agreement)
      under Clause 4 of the Master Overdraft Facility Agreement and attributable
      to the Transaction.
	 	 
	 	“Overdraft Facility” means the overdraft facility
      relating inter alia to the Transaction and made to the relevant Purchaser
      under the Master Overdraft Facility Agreement.
	 	
	 	“Permitted Currency” means EUR.
	 	
	 	“Permitted Obligors” means Renault Trucks SAS 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.
	 	
	 	“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.
	 	
	 	“Presidential Decree” means the Italian presidential
      decree no. 131 dated 26 April 1986 and any subsequent amendment
      thereto.
	 	
	 	“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 relevant
      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 relevant Purchaser to the
  Seller.









	6(40)



	 	“Purchaser” means the Initial
      Purchaser and all Additional Purchasers.
	 	
	                    	“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
	 	CA = the Certified Amount (as defined in the Supplier
      Agreement) of the Receivable
	 	DM= actual number of days to and including the relevant
      maturity date
	 	IR = means 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.
	 	
	 	“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 euro 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
      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 Systems Cameri
      S.P.A., 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.









	7(40)



		“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 relevant 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.
  

		(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). 











	8(40)



	 	
      “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 Pledge Agreement” means
      the pledge agreement regarding the Purchased Receivables dated on or about
      the date hereof between the relevant 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,
      documents 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. 

		 
	 	
      “Termination Date”
      means the earliest date on which a
      Termination Event occurs.

		 
	 	“Termination Event”
      means the
      occurrence of any of the following:
	 	(a)	 	five (5) years having elapsed from the date of this
      Agreement;
	 	(b)	 	
      a failure by the Seller to
      perform any of its material obligations within thirty (30) 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
      each 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 any Purchaser or if
      any CMSA, the FI Agreement and/or the Supplier Agreement is terminated for
      whatever reason or if any third party right in any CMSA or the Supplier
      Agreement in relation to which a 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 relevant Purchaser;
      and 










	9(40)



			(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 10,000,000
      or the equivalent in any other currency.
	 	 
		 	“Total
      Commitments” means (i) where the
      Initial Purchaser is the sole purchaser under this Agreement, the part of
      the aggregate of the Commitments as reserved by the Accounts Administrator
      to be used in relation to the Transaction, being EUR thirty million
      (30,000,000) at the date of this Agreement and (ii) where Additional
      Purchasers have acceded to this Agreement, in respect of each Purchaser,
      such part of the aggregate of the Commitments as reserved by the Accounts
      Administrator to be used in relation to the Transaction as is allocated to
      such Purchaser by the Accounts Administrator. The Total Commitments will
      be reduced (A) at the request of the Seller or (B) if the Accounts
      Administrator in connection with an annual review (such annual review to
      be made at each anniversary of this Agreement) determines that the twelve
      (12) months rolling average of the Aggregate Outstanding Amount
      (“Outstanding Average”) is less than seventy (70) per cent of the Total
      Commitments, at which time the Total Commitments will be reduced by an
      amount equal to fifty (50) per cent of the difference between the
      Outstanding Average and the Total Commitments (to be reduced). No
      reduction shall however take effect unless, immediately following such
      reduction, the Liquidity Coverage Condition is met. The Total Commitments
      may (to the extent possible) be increased as agreed between the Seller and
      the Accounts Administrator from time to time. The Accounts Administrator
      may allocate the Total Commitments (including any increase or decrease
      thereof) as between the Purchasers at its own discretion and each
      Purchaser’s available part of the Total Commitments is determined
      accordingly, provided
      that, no such allocation shall be made
      unless, immediately following such allocation, the Liquidity Coverage
      Condition is met.
	 	 
		 	“Transaction” means the
      transaction relating to this Agreement envisaged by the Transaction
      Documents whereby the Seller may sell certain Receivables to a Purchaser
      and a 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.
	 	 
	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.










		10(40)



	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 relevant Purchaser and be paid
      by the Seller to the relevant Purchaser. The Seller undertakes to take any
      action permissible, and required by the relevant Purchaser, to assist in
      collecting any such VAT refund for the benefit of the relevant 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 relevant 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 5.2.
	  








		11(40)



	3.		CONDITIONS PRECEDENT
	          	          	  
	3.1		The obligations of any Purchaser (and with respect to paragraph (c)
      below, of the Seller) 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 (including the CMSA(s) relating to the relevant
      Permitted Obligor(s)) has been validly executed by all parties
      thereto;
	 
			(b)		all
      actions that pursuant to Part 3 of Schedule 2 shall be taken prior to or
      upon any purchase of the relevant Receivables have been
    completed;
	 
			(c)		Nordea
      Bank AB (publ) has acceded to this Agreement as Additional Purchaser and
      the Seller has received a copy of an Accession Letter relating to the
      accession of Nordea Bank AB (publ) to this Agreement as Additional
      Purchaser;
	 
			(d)		Initial
      Purchaser and the Programme Trustee have received a solvency certificate
      from the Seller substantially in the form of Schedule 5; and
	 
			(e)		Initial
      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.
	 				
	4.		ADDITIONAL PURCHASERS
	 		
	4.1		The Initial Purchaser shall request that Nordea Bank AB (publ)
      becomes an Additional Purchaser on the date hereof. For the purpose of
      such accession, the Initial Purchaser shall deliver to the Seller a duly
      completed and executed Accession Letter. It is agreed amongst the parties
      to this Agreement that such accession of Nordea Bank AB (publ) as an
      Additional Purchaser is a condition precedent to the entry into this
      Agreement by the Seller, as set out under Clause 3.1(c) above and the
      Seller is relying on the representation and warranty to be made by Nordea
      Bank AB (publ) under the terms of the Accession Letter regarding its
      banking license status and capacity.
			 
	4.2		In addition, the Initial Purchaser may request that any company
      within the Nordea Bank AB (publ) group becomes an Additional Purchaser and
      such company within the Nordea Bank AB (publ) group shall become an
      Additional Purchaser without the prior consent of the Seller, provided
      that:
			 
			(a)		the
      Initial Purchaser or the Accounts Administrator delivers to the Seller a
      duly completed and executed Accession Letter, and
					 
			(b)		such
      Additional Purchaser is authorized to purchase Receivables from the Seller
      under any applicable law; and
					 
			(c)		such
      Additional Purchaser is a credit institution licensed within the European
      Union for the purpose of banking transactions, is duly authorised to
      operate in France on the basis of its European Passport and is authorised
      under French law to purchase receivables under the provisions of article
      L.313-23 and seq. of the French monetary and financial code.
					 
	4.3		It is agreed amongst the parties to this Agreement that no sale and
      transfer of Receivables by the Seller under this Agreement can be made
      with any party as Purchaser other than a credit institution licensed
      within the European Union for the purpose of banking transactions, who is,
      duly authorised to operate in France on the basis of its European Passport
      and who is authorised under French law to purchase receivables under the
      provisions of article L.313-23 and seq. of the French monetary and
      financial code. To this end, the parties to this Agreement hereby
      acknowledge and consent to the fact that in practice no sale and transfer
      of Receivables will be completed between the Seller and the Initial
      Purchaser under this Agreement and that any reference in this Agreement to
      a “Purchaser” with respect to the sale and transfer of the Receivables
      shall be a reference to Nordea Bank AB (publ) or any other Additional
      Purchaser in accordance with Clause 4.2 above.
					   









		12(40)



	4.4		The obligations and liabilities
      of each Purchaser hereunder shall be several. For the avoidance of doubt,
      failure by one Purchaser to perform its obligations under this Agreement
      shall not affect the obligations of any other Purchaser and no Purchaser
      is responsible for the obligations and representations of any other
      Purchaser.
	  
	5.		PAYMENTS TO THE
      PURCHASER, ETC.
	          	          	 
	5.1		All amounts to be paid to any
      Purchaser under this Agreement shall be paid when due to the relevant
      account and at the times specified below.
	 
	5.2		Any amounts payable to any
      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.
	 
	5.3		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.
	 
	6.		REPRESENTATIONS, WARRANTIES
      AND UNDERTAKINGS
	 
	6.1		Warranties relating to the
      Seller
			As at each Purchase Date, the
      Seller shall make the representations and warranties to each relevant
      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.
	 
	6.2		Warranties relating to
      Purchased Receivables
			As at each Purchase Date, the
      Seller shall make the representations and warranties severally to each
      relevant 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 relevant Purchaser on such Purchase Date with reference
      to the facts and circumstances subsisting on such Purchase
  Date.
	 
	6.3		Obligation to notify in case
      of incorrect representations, etc.
			The Seller shall forthwith notify
      the relevant Purchaser if any of the representations and warranties
      referred to in this Clause 6 were incorrect when made promptly upon
      becoming aware thereof.
	 
	6.4		Covenants and
      undertakings
			The Seller covenants and
      undertakes with and to each Purchaser and the Programme Trustee as
      follows:
	 
			(a)	      
    	Indemnity against claims:
      no Purchaser nor the Programme Trustee
      shall have any obligation or liability with respect to any Purchased
      Receivables nor will any 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 each
      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 relevant Purchaser and/or as a
      result of any wilful default or negligence of the Programme Trustee)
      reasonably and properly incurred or suffered by that 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;
	  








		13(40)



	                
          	(b)	       	Indemnity against
      breach: the Seller will on demand
      indemnify and keep indemnified each 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 such 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
      relevant Purchaser or as a result of any wilful default or negligence of
      the Programme Trustee);
		 
		(c)		Indemnity on
      termination: the Seller shall on demand
      indemnify each Purchaser against all Funding Costs incurred by that
      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 relevant 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 Italy 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, including
      but not limited to any withholding tax, 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;
		 








		14(40)



			(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
	 
					(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.
	  
	6.5		Representations and Warranties relating to the
    Purchasers
	  
	6.5.1		As at each
      Purchase Date and each Calculation Date, each 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.
	 
	6.5.2		The Seller
      shall have the option to terminate this Agreement in respect of the
      relevant Purchaser upon any material breach of the representations and
      warranties referred to in this Clause 6.5 by the relevant Purchaser,
      provided such material breach have a material adverse effect on the
      Seller.
	 
	7.		REMEDIES FOR UNTRUE REPRESENTATION, ETC.
	          	          	 
	7.1		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 relevant
      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 relevant 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 relevant 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 7 would
      have been payable by the Seller, the Seller shall pay such amount
      following receipt of the said written notice from the relevant Purchaser
      (or the Accounts Administrator) or the Programme Trustee on or before the
      date the Transaction is terminated or promptly thereafter.
	 








		15(40)



	7.2		Notwithstanding Clause
      7.1, 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 relevant Purchaser in respect of such
      repurchased Purchased Receivables after the Seller has paid the price for
      such repurchase shall be paid to the Seller promptly upon
    receipt.
	 
	7.3		With respect to any
      event where, under this Clause 7 or any other provision of this Agreement,
      the Seller is required to repurchase any of the Receivables or if any of
      such Receivables are to be transferred back to the Seller, such assignment
      and transfer shall be performed pursuant to and in compliance with the
      provisions of article 1689 and seq of the French civil code.
	 
	8.		SPECIFIC
      INDEMNITIES
	          	          	 
	8.1		The Seller shall
      indemnify and hold the Purchaser harmless from any obligation, liability
      or assessment to pay any tax (other than income tax but without prejudice
      to the provisions of Sections 5.3 and 6.4 (h)), including registration tax
      (imposta di registro) under the Presidential Decree arising out of the
      execution, delivery, performance and/or the perfection of the arrangements
      contemplated under this Agreement, including, without limitation, in the
      so called “case of use” (caso
      d’uso) as such term is defined in
      Article 6 of the Presidential Decree.
	 
	8.2		The Seller shall
      further indemnify and hold the Purchaser harmless from any cost or loss
      incurred or suffered by the Purchaser in relation to a failure by the
      Seller to perform its obligations under Part 3 of Schedule 2.
	 
	9.		FURTHER
      ASSURANCE
	 
	9.1		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.
	  








		16(40)



	9.2		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.
	  
	9.3		In addition
      to any records or information available through the PrimeRevenue System,
      the Seller undertakes at the request of the relevant 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.
	  
	9.4		In the event
      that such Records as referred to in Clause 9.3 are not produced reasonably
      promptly, the Seller shall permit any persons nominated by the Purchasers,
      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.
	  
	9.5		The parties
      hereto acknowledge that each Purchaser has pledged all its title to and
      interest in the Purchased Receivables to the Programme Trustee, on behalf
      of the Purchaser Beneficiaries (as defined in the Master Definitions
      Schedule) as security for the due and punctual performance by the relevant
      Purchaser of the Purchaser Secured Obligations (as defined in the Master
      Definitions Schedule). 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.
	          	          	
	10.		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 Purchasers:	Ogier House
		 	The Esplanade
	 	 	St Helier
	 	 	Jersey JE4 9WG
	 	 	Channel Islands
	                  	 
	 	 
	 	with a copy to the	
	 	Accounts Administrator:	Structured Finance Servicer
      A/S
	 	 	Christiansbro, 3
      Strandgade,
	 	 	DK-1401 Copenhagen
K,
	 	 	Denmark
	  	 	Attention: Structured
      Finance









		17(40)



	                    	 	Servicer A/S
	 	 
	 	 	Facsimile No: +45 3333
    2697
	 	 
	 	 
	 	 
	 	The Seller:	Meritor Heavy Vehicle Systems
      Cameri S.P.A
	 	 	Strada Provinciale Cameri
      Bellinzago KM 5,
	 	 	28062 Cameri,
	 	 	Italy
	 	 	Attention: Gianluca
    Alberti
	 	 
	 	 	Facsimile No: +39 0321 423
      424



	                    	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
    10.
	 
	11.	ASSIGNMENT AND
      SUPPLEMENTS
	 
		This Agreement may be assigned by
      each Purchaser to the Programme Trustee.
	 
	12.	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
      relevant Purchaser has received written confirmation from the Rating
      Agencies that the ratings then assigned to the Notes are not adversely
      affected thereby.
	 
	13.	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.
	 
	14.	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 a 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 relevant Purchaser in order of maturity
      (starting with the Purchased Receivables in relation to the relevant
      Purchaser having the earliest maturity date).
	 
	15.	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.
	  








		18(40)



	16.	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 16 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);
	 
		(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;
	 








		19(40)



			(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.
	 
	17.		NO OBLIGATIONS OR LIABILITIES
	          	          	  
	17.1		Each
      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 relevant Purchaser
      Supplemental Agreement) and (ii) the Programme Trustee shall assume no
      obligations or liabilities to the Seller or the relevant 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.
	 
	17.2		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 17.1 and (ii) the Programme Trustee
      shall assume no obligations or liabilities to the Seller or to any other
      person by virtue of this Agreement.
	 
	18.		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 relevant 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.		NO
      LIABILITY AND NO PETITION
	 
	19.1		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.
	 
	19.2		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 relevant 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 any Purchaser or of any or all of the Issuer’s or
      any Purchaser’s revenues and assets.
	 








		20(40)



	20.		LIMITED
      RECOURSE
	 
			In the event
      that the security created by the Master Security Trust Deed (as
      supplemented by the relevant 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 relevant Purchaser (or the Programme Trustee) in
      respect of any such unpaid amounts and any resultant claim shall have
      expired.
	 
	21.		GOVERNING
      LAW AND JURISDICTION
	          	          	 
	21.1		This Agreement is
      governed by and shall be construed in accordance with Swedish law. The
      simplified assignment form in Appendix 2 to Schedule 2 shall be governed
      by French law.
	 
	21.2		The courts of Sweden
      shall have non-exclusive jurisdiction over matters arising out of or in
      connection with this Agreement. The City Court of Stockholm shall be court
      of first instance.
	 
	22.		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 16, Clause 19 and Clause 20
      and the indemnification and payment provisions of this Agreement shall be
      continuing and shall survive any termination of this
  Agreement.
	 




____________________







		21(40)



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


For and on behalf of 
MERITOR HEAVY VEHICLE SYSTEMS CAMERI S.P.A 

By: /s/ Charles Molnar and 

By: /s/
Gianluca Alberti 


For and on behalf of

VIKING ASSET PURCHASER No 7 IC


By: /s/
Ellen Chislett 

 

For and on behalf of

CITICORP TRUSTEE COMPANY LIMITED

By: /s/
David Mares 











	22(40)



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 French 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
      Receivables is French law.
	 
	9.		The Receivable is a non-interest
      bearing (other than default or penalty interest) trade receivable arising
      in the ordinary course of the Seller’s business, the Outstanding Amount of
      which remains as debt.
	 
	10.		The delivery of the goods and/or
      services giving rise to the Receivable has been made and invoiced, has not
      been cancelled or rejected by the Permitted Obligor and the invoice
      provides for full payment by the Permitted Obligor.
	 
	11.		The Receivable has been created
      in accordance with all applicable laws and all consents, approvals and
      authorisations required of or to be maintained by the Seller have been
      obtained and are in full force and effect and are not subject to any
      restriction that would be material to the origination, enforceability or
      assignability of such Receivable.
	 
	12.		The Receivable has not been, in
      whole or in part, pledged, mortgaged, charged, assigned, discounted,
      subrogated or attached or transferred in any way and is otherwise free and
      clear of any liens or encumbrances, other than those arising by operation
      of law, 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.









	23(40)



	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.









	24(40)



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 Purchasers and any Purchaser may from
      time to time (but shall, for the avoidance of doubt, have no obligation
      to) accept such Offer by an Acceptance. On the date of Acceptance the
      Purchaser shall complete the simplified assignment form (acte de cession
      de créances professionnelles) subject to articles L.313-23 à L.313-34 of
      the French monetary and financial code (Code monétaire et financier),
      signed by the Seller by dating the simplified assignment form with the
      date for Acceptance.
	 
	2.		Any Acceptance by a
      Purchaser shall always be subject to all of the following conditions being
      satisfied or waived:
				     	 
			(a)		any Acceptance must be made before the Termination Date
      and no Acceptance which is communicated or generated on or after the
      Termination Date shall be valid;
			 
			(b)		no Seller Potential Suspension Event or Seller
      Suspension Event having occurred and being continuing;
			 
			(c)		(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 that Purchaser shall not exceed the then Available
      Facility in relation to that Purchaser, (ii) immediately after such
      purchase the Face Amount of all outstanding Notes in relation to that
      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
      relevant Purchaser’s part of the Total Commitments, and (iii) the relevant
      Purchaser shall have available to it either the Liquidity Facility or the
      Overdraft Facility in an amount equal to its part of the Total
      Commitments, in each case as determined by the Accounts
      Administrator;
			 
			(d)		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 that 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);
			 
			(e)		immediately following such purchase, such Purchaser’s
      part of the Total Commitments shall be equal to or greater than the sum of
      (i) the Face Amount of outstanding Notes in relation to that 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;
			 
			(f)		the relevant Receivable shall meet all of the
      Eligibility Criteria;









	25(40)



	   		(g)		the Purchaser having received
      from the Seller a letter of confirmation substantially in the form set out
      in Appendix 4 hereto duly signed, but not dated, on separate copies by
      the Seller and the Permitted Obligor; and
			 
		     	(h)	     	the Purchaser having received
      from the Seller a duly completed simplified assignment form (acte de
      cession de créances professionnelles) subject to articles L.313-23 à
      L.313-34 of the French monetary and financial code (Code monétaire et
      financier), in the form appended as Appendix 2 to this Schedule 2, duly
      signed, but not dated, by the Seller.









	26(40)



Part 2 

Purchase Price 

	1.	     	The
      Purchase Price, which shall be paid (debited from the relevant Purchaser’s
      account) by or behalf of the relevant 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 Purchasers, and the Seller and notified to
      PrimeRevenue.
			 	
			Bank:                           	
      Banco Popolare 

			 	
			IBAN: 	
      [REDACTED]

			 	
			
      Swift:
	
      NVRBIT21054 

			 	
	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 relevant Purchaser of the Receivables Purchase
      Price through the PrimeRevenue System on such Calculation
  Date.









	27(40)



Part 3 

Perfection 

	1.	     	Prior to the transfer and
      acquisition of any Receivables the Initial 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”) Meritor Heavy
      Vehicle Systems Cameri S.P.A. 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
      “Initial Purchaser”), dated [ ] [2012], the Seller has agreed to sell and
      the Initial 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). Pursuant to the RPA the Initial
      Purchaser may request that additional incorporated cells of Viking Global
      Finance ICC and any company within the Nordea Bank AB (publ) group accedes
      to the RPA by the execution of an accession letter. Nordea Bank AB (publ)
      has acceded to the RPA. The Initial Purchaser and all such incorporated
      cells and members of the Nordea Bank AB (publ) group that have executed an
      accession letter are herein jointly referred to as the “Purchasers” and each
      a “Purchaser”
		 
		B.		Offer and acceptance will be made through a system (the
      “System”) provided by PrimeRevenue, Inc (“PrimeRevenue”). Obligor has on 2
      May 2006 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 such 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 Purchasers
      referred to in this notice shall (until otherwise instructed) be made to
      the bank account numbers set out below with Nordea Bank AB
    (publ);









	28(40)



				
      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 relevant Purchaser (the “Transferred Seller CMSA Rights”).
				



		
      Place/date:____________________
 
 
	
	                      	MERITOR HEAVY
      VEHICLE	VIKING ASSET
      PURCHASER No 7 IC
	 	SYSTEMS CAMERI
      S.P.A	
		 	 	                                     
    	 
		 
		NORDEA BANK AB
      (publ)	 	
		                                     
    	 	




	                      	
      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
      relevant Purchaser as regards the Transferred Seller CMSA
  Rights.
				 
				_______________________
				 
		
      Place/date:____________________

      [PERMITTED
      OBLIGOR]










	29(40)



	
      and the Seller shall procure that
      each such Permitted Obligor acknowledge and counter sign the notice letter
      as anticipated therein, on a separate copy. 

			  
	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.		For the perfection of the transfer of Receivables owed
      by any Permitted Obligor domiciled in France, the Seller shall procure
      that (i) a simplified form of assignment (acte de cession de créances professionnelles) in the form of Appendix 2 to this Schedule 2 is
      delivered by the Seller to the Purchaser after being properly filled out
      and completed, but not dated, and duly signed by the Seller. Upon the
      Purchaser’s request a notification properly filled out and completed and
      duly signed by all relevant parties shall be sent to the Permitted
      Obligor, such notification being in the form of Appendix 3 to this
      Schedule 2.
	 
	4.		To enable the Purchaser to fulfil date certain at law
      (data certa) in Italy, the Seller shall further procure that a letter of
      confirmation in the form set out in Appendix 4 hereto is properly filled
      out but not dated, duly signed by the Seller and the Permitted Obligor, is
      delivered to the Purchaser. For the avoidance of doubt, Acceptance is not
      subject to date certain at law (data
      certa) in Italy has been
      completed.
	 
	5.		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.










	30(40)



APPENDIX 2 TO SCHEDULE 2 

Form of simplified Assignment Form


[Acte de cession de créances
professionnelles soumis 
aux dispositions des articles L.313-23 à L.313-34 du Code
monétaire et financier. 

Entreprise cédante : Meritor Heavy Vehicle Systems Cameri S.P.A, immatriculée
sous le numéro [insert registration number and
body of registration], dont le siège social
est sis [please insert details of
address], Italie. 

Etablissement de crédit
cessionnaire1 : [insert the name of the
EU licensed bank] [please insert details of address, registration, etc...]. 

Date : [     ] (apposée par [insert the name of the EU licensed bank] 

Débiteurs et créances
cédées : Conformément à l’article L.313-23
alinéa 3 du Code monétaire et financier, la transmission des créances cédées est
effectuée par un procédé informatique permettant de les identifier.

L'ENTREPRISE CEDANTE EXCLUT TOUTE
GARANTIE DE PAIEMENT POUR LES CREANCES CEDEES ET MENTIONNEES CI-DESSOUS, EN
APPLICATION DU SECOND ALINEA DE L'ARTICLE L.313-24 DU CODE MONETAIRE ET
FINANCIER. EN ACCEPTANT LA CESSION DES CREANCES MATERIALISEE PAR LE PRESENT
BORDEREAU, L'ETABLISSEMENT DE CREDIT CESSIONNAIRE ACCEPTE IRREVOCABLEMENT LADITE
EXCLUSION DE GARANTIE DE L'ENTREPRISE CEDANTE POUR LE PAIEMENT DES CREANCES
CEDES, SANS RECOURS CONTRE L'ENTREPRISE CEDANTE. 

		 	Montant
    total
	Moyen par lequel les créances sont cédées	Nombre de créances cédées	des
    créances
			cédées
	
      Transmission des créances cédées
      par un procédé télématique géré par la société PrimeRevenue Inc.,
      permettant de les identifier (l’indication pour chacune des créances
      cédées du débiteur cédé, de son lieu de paiement, de son montant et/ou de
      son échéance figure sur les "Payment Obligation Notification Reports"
      générés par ce système entre le [date] et le [date] 
	
      [   ]
	
      [   ]




Le présent Bordereau est soumis à
l'ensemble des stipulations du contrat cadre de cession de créances
professionnelles en date du [    ] [2012] intitulé "Receivables
Purchase Agreement" entre, notamment, MERITOR HEAVY VEHICLE SYSTEMS CAMERI
S.P.A., [insert the name of the EU licensed
bank] et CITICORP TRUSTEE COMPANY LIMITED.


[Le présent Bordereau est stipulé à
ordre, transmissible par endos au profit d’un autre établissement de crédit.]


____________________

1 Required to be a EU
licensed credit institution 







	31(40)



	Signature et cachet du représentant
    de	Signature et cachet du représentant de
      [        ]
	 	 
	MERITOR HEAVY VEHICLE SYSTEMS	
	CAMERI S.P.A.	 


____________________








	32(40)



[English translation for information
purposes] 

Form of simplified Assignment Form


Assignment of receivables in
accordance with the provisions L. 313-23 to L.313-34 of the
Code Monétaire
et Financier 

Assignor Meritor Heavy Vehicle Systems Cameri S.P.A. (reg. no. [  ]) having
its registered office [ ], Italy. 

Assignee bank: [         ]
[please insert details of address,
registration, etc...]. 

Date: [    [to be affixed by
[                                     ] 

Assigned Debtors and assigned
receivables: Pursuant to article L. 313-23
alinea 3 of the Monetary and Financial Code, the assignment of the assigned
receivables is effected by a computerised process permitting their
identification.

The Seller expressly and irrevocably
waives any joint and several liability with the Obligor with respect to the
Purchased Receivables listed herein, as permitted under the second paragraph of
Article L.313-24 of the CMF. The Purchaser expressly accepts such waiver by
accepting this Assignment, without recourse against the Seller. 

	Means
    of assignment of the receivables	Number of assigned receivables	Total
    amount of assigned receivables
	
      Assignment of the receivables
      using a computerised process operated by PrimeRevenue Inc. enabling their
      identification (the indication for each assigned receivable of the
      assigned debtor, its invoice number, the invoice date, its amount and its
      due date appears on the "Payment Obligation Notification Reports"
      generated by the above system between [date] and [date]).

	[    ]	[   
]


This Bordereau is governed by all the provisions of the
Receivables Purchase Agreement dated [ ] [2012] between, inter alia MERITOR
HEAVY VEHICLE SYSTEMS CAMERI S.P.A., [                        ] and CITICORP
TRUSTEE COMPANY LIMITED.

[This Bordereau is to the order of the Assignee
Bank and may be assigned by endorsement in favour of another
bank.]



	Signature of the representative of
      MERITOR	Signature of the representative of
      [        ]
	HEAVY VEHICLE SYSTEMS CAMERI
S.P.A.	 












	33(40)


APPENDIX 3 TO SCHEDULE 2


Form of Notification
addressed to the Assigned Debtor 
(French and English language) 

[ON
[             
] LETTER HEAD] 

(Décret n° 81-862 of 9
September 1981, as
amended by Décret n° 85-1288 of 3rd December 1985,
codified as articles R.313-15 to R.313-18 of the
Monetary and Financial Code)


Dans les conditions prévues
par les articles L.313-23 à L.313-35 du Code monétaire et financier
(anciennement loi n°81-1 du 2 janvier 1981 facilitant le crédit aux
entreprises), la société Meritor Heavy Vehicle Systems Cameri S.P.A. (reg. no.
[   ]) having its registered office at [ ], [ ] nous a cédé, par
bordereau de cession de créances professionnelles en date du [insert date of
relevant assignment form] les créances dont vous êtes débiteur envers elle dont
les caractéristiques figurent ci-dessous: 

[             
] 

Conformément aux
dispositions de l'article L.313-28 du Code monétaire et financier, nous vous
demandons de cesser, à compter de la présente notification, tout paiement au
titre des créances susvisées à Meritor Heavy Vehicle Systems Cameri
S.P.A.. 

En conséquence, le
règlement de vos dettes au titre desdites créances devra être effectué à
[             
] par virement au compte dont les références sont les suivantes: 


	
      [INSERT REFERENCES OF
      ACCOUNT]] 

	 
	
      [            ]
      

	 
	 
	
      Par:


	
       




Translation for information
purpose 

Pursuant to the provisions
of Articles L.313-23 to L.313-35 of the Code monétaire et financier (formerly
law n° 81-1 of 2nd January 1981 facilitating credit to businesses Meritor Heavy
Vehicle Systems Cameri S.P.A . (reg. no. [  ]) having its registered office at [
], Italy has assigned to us pursuant to an Assignment Form dated [insert date of
relevant assignment form] the receivables in respect of which you are the debtor
and which are identified below: 

[            ]


Pursuant to the provisions
of Article L.313-28 of the Code
monétaire et financier, it is
hereby requested that you cease, as of the date hereof, to make any payment in
respect of such receivables to Meritor Heavy Vehicle Systems Cameri S.P.A..


Consequently, any payment
in respect of such receivables should henceforth be made to the benefit of
[            ] by
way of bank draft or transfer to the following account: 

[INSERT REFERENCES OF
ACCOUNT] 








	34(40)


APPENDIX 4 TO SCHEDULE
2 

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


	       	A.	       	Pursuant to a Receivables Purchase Agreement (the “RPA”) Meritor Heavy Vehicle Systems Cameri S.P.A. 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 “Initial Purchaser”), dated [ ] [2012], the Seller has agreed
      to sell and the Initial 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). Pursuant to the RPA the
      Initial Purchaser may request that additional incorporated cells of Viking
      Global Finance ICC and any company within the Nordea Bank AB (publ) group
      accedes to the RPA by the execution of an accession letter. Nordea Bank AB
      (publ) has acceded to the RPA. The Initial Purchaser and all such
      incorporated cells and members of the Nordea Bank AB (publ) group that
      have executed an accession letter are herein jointly referred to as the
      “Purchasers” and each a “Purchaser”.
		 
		B.		Offer and acceptance will be made through a system (the
      “System”) provided by PrimeRevenue, Inc
      (“PrimeRevenue”).
      Obligor has on 2 May 2006 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 accordance with and without limiting, expanding or otherwise
      amending the terms and conditions of the CMSA, this is to confirm
      that;
		 
		(i)		       	the Receivable(s) defined in Exhibit [1] hereto (the “Purchased
      Receivables”) has/have been sold and transferred to the Purchaser
      identified in the Exhibit [1];
		 
		(ii)			consequently, all payments attributable to the Purchased
      Receivables shall be made to such 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 Purchasers referred to in this notice shall
      (until otherwise instructed) be made to the bank account numbers set out
      below with Nordea Bank AB (publ);
					 	  	 


	                                  
      	
      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]
  










	35(40)
	 


	      
      	      
      	      
	      
	
      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 relevant Purchaser (the “Transferred Seller CMSA
      Rights”).
  




	                        
      	Place/date:____________________
		 			
		MERITOR HEAVY VEHICLE	     	NORDEA BANK AB (Publ)	
		SYSTEMS CAMERI S.P.A			
		 		 	
		 		 	
		 			
		RENAULT TRUCK SAS			
		 	 		
		 			









	36(40)


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
      Italy.
	 
	(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 constitute, the legal, valid and binding obligations
      of the Seller and are enforceable against it, subject to the
      qualifications set forth in the Legal Opinions.
	 
	(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 any 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 Italy 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.
	 


	(i)	       	Material adverse change to the Seller: There has been no change in the financial
      condition or operations of the Seller since [31 December 2010] 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 Seller or materially and adversely affect its ability to
      observe or perform its obligations under this Agreement.
	 









	37(40)


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.









	38(40)


Part 3 

Representations and
Warranties relating to the Purchaser 

The following
representations and warranties are given by each 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.
	 
	(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.
			  
	(i)		EU license as
      credit institution: any
      Additional Purchaser is duly licensed as a credit institution
      (établissement de
      credit) in Sweden (or in
      any other country within the European Union), is authorised to operate in
      France on the basis of its European Passport and has the capacity to
      purchase receivables pursuant to the provisions of article L.313-23 of the
      French monetary and financial code.
	 









	39(40)


SCHEDULE 4


FORM OF ACCESSION LETTER



	
      To:
	             
      	Meritor
      Heavy Vehicle Systems Cameri S.P.A. 
			  
			 
	
      From:
		
      [INITIAL
      PURCHASER/ACCOUNTS ADMINISTRATOR]





Dear Sirs 

Reference is made to the
Receivables Purchase Agreement entered into between Meritor Heavy Vehicle
Systems Cameri S.P.A., Viking Asset Purchaser No 7 IC and Citicorp Trustee
Company Limited dated [   ] [2012] (the “Agreement”). 

This is an Accession
Letter. Terms defined in the Agreement have the same meaning herein unless given
a different meaning in this Accession Letter. 

[[name of incorporated cell] of [       ] /
[name of Nordea group
company] agrees to become an
Additional Purchaser and to in all respects be bound by all the terms and
conditions of the Agreement as an Additional Purchaser pursuant to Clause 4 of
the Agreement.

The Additional Purchaser
hereby expressly represents and warrants to the Initial Purchaser, the Accounts
Administrator and the Seller that it is, and shall remain without interruption
until the term of the Agreement, a credit institution duly licensed for the
purpose of banking transactions in the European Union, duly authorised to
operate in France on the basis of its European Passport and that it has and
shall maintain the capacity to purchase the Receivables under the terms of the
Agreement, in accordance with the requirements set out under article L.313-23
and seq. of the French monetary and financial code. 

This Accession Letter is
governed by Swedish law. 

Place date: 

[INITIAL PURCHASER/ACCOUNTS
ADMINISTRATOR] 

[ADDITIONAL PURCHASER]








	40(40)


SCHEDULE 5


FORM OF SOLVENCY
CERTIFICATE 


	
      To:
	             
      	
      Citicorp Trustee
      Company Limited
	
      Date:
  

			
      [PURCHASER]
      
	
	 			
	
      From:
		
      Meritor Heavy Vehicle
      Systems Cameri S.P.A. 
	



Dear Sirs 

Reference is made to the
Receivables Purchase Agreement entered into between Meritor Heavy Vehicle
Systems Cameri S.P.A., Viking Asset Purchaser No 7 IC and Citicorp Trustee
Company Limited dated [ ] [2012]. 

Meritor Heavy Vehicle
Systems Cameri S.P.A. hereby certifies that it is able to pay its debts as they
fall due and it will not be unable to pay its debts as they fall due in
consequence of any obligation or transaction contemplated in the Receivables
Purchase Agreement. 

Very truly yours


On behalf of

MERITOR HEAVY VEHICLE SYSTEMS
CAMERI S.P.A.
By:
Name:
Title: