EX-10.1 EUROPEAN SECURITIZATION FACILITY



 






			
	EXECUTION COPY
	 	Exhibit 10.1






Dated 13 October 2006





	 	(1)	 	AGCO GMBH as AGCO Germany
	 
	 	(2)	 	AGCO RECEIVABLES LIMITED as the Company
	 
	 	(3)	 	AGCO LIMITED as Master Servicer
	 
	 	(4)	 	COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.
(trading as RABOBANK INTERNATIONAL),
London Branch as Agent






 



RECEIVABLES TRANSFER AGREEMENT





 








LONDON




 









 





CONTENTS




	 	 	 	 	 	 	 
	Clause	 	 	 	Page
	1.

	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 
	 	 
	2.

	 	PURCHASE OF RECEIVABLES
	 	 	2	 
	 
	 	 
	3.

	 	REPRESENTATIONS AND WARRANTIES
	 	 	6	 
	 
	 	 
	4.

	 	COVENANTS
	 	 	10	 
	 
	 	 
	5.

	 	ADMINISTRATION AND COLLECTION
	 	 	15	 
	 
	 	 
	6.

	 	ASSIGNMENTS
	 	 	19	 
	 
	 	 
	7.

	 	TERMINATION
	 	 	19	 
	 
	 	 
	8.

	 	INDEMNIFICATION
	 	 	20	 
	 
	 	 
	9.

	 	MISCELLANEOUS
	 	 	24	 







 









 







THIS AGREEMENT is dated 13 October, 2006, is made between:





	(1)	 	AGCO GMBH, a company incorporated under the laws of Germany (“AGCO Germany”);
	 
	(2)	 	AGCO RECEIVABLES LIMITED, a company incorporated under the laws of England and Wales (the
“Company”);
	 
	(3)	 	AGCO LIMITED, a company incorporated under the laws of England and Wales (in its capacity as
Master Servicer as appointed under the Receivables Servicing Agreement, the “Master
Servicer”); and
	 
	(4)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A, (trading as RABOBANK INTERNATIONAL),
LONDON BRANCH acting in its capacity as Agent (the “Agent”) for Erasmus Capital Corporation
(the “CP Lender”).





BACKGROUND





	(A)	 	AGCO Germany has originated and is the owner of certain Receivables and intends, from time to
time, to originate further Receivables.
	 
	(B)	 	AGCO Germany wishes to sell certain of its Receivables to the Company from time to time and
the Company desires to purchase such Receivables from AGCO Germany from time to time.
	 
	(C)	 	AGCO Germany and the Company wish to set out the terms on which AGCO Germany may offer to
sell, and the Company may purchase, certain Receivables.
	 
	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Terms defined in Schedule of Definitions
	 
	 	 	In this Agreement, unless otherwise defined herein or the context otherwise requires,
capitalised terms have the meanings set forth in the Master Schedule of Definitions,
Interpretations and Construction, dated as of the date hereof and signed by the parties
hereto and others for the purposes of identification (the “Schedule of Definitions”).
	 
	1.2	 	Interpretation and construction
	 
	 	 	The principles of interpretation, construction and calculation set forth in Clauses 2
(Interpretation) and 3 (Calculation) of the Schedule of Definitions apply to this Agreement
as if fully set forth herein.
	 
	1.3	 	Amendments to Schedule of Definitions
	 
	 	 	No amendment, restatement, supplement or other modification to the Schedule of Definitions
after the date of this Agreement shall affect the terms of this Agreement unless approved in
writing by the parties to this Agreement.




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	1.4	 	The Agent
	 
	 	 	The parties to this Agreement acknowledge that the Agent is a party to this Agreement, inter
alia, for the purposes of obtaining the benefit of the obligations of AGCO Germany
hereunder. The Agent shall have no responsibility or liability as a result of its being
party to this Agreement.
	 
	2.	 	PURCHASE OF RECEIVABLES
	 
	2.1	 	Sale and transfer of Receivables






	 	(a)	 	On the terms and subject to the conditions set forth herein, AGCO Germany
hereby sells and transfers to the Company, and the Company purchases from AGCO Germany,
and accepts the transfer of, on any Purchase Date occurring prior to the Termination
Date, all of AGCO Germany’s right, title and interest in, to and under:






	 	(i)	 	the Receivables specified from time to time in Accounts
Receivables Listings to be made available to the Agent in accordance with
Clause 2.1(c),
	 
	 	(ii)	 	all Related Assets in relation thereto (whether now existing or
hereafter arising or acquired); and
	 
	 	(iii)	 	all proceeds of the foregoing.






	 	(b)	 	The parties agree that the transfer under Clause 2.1(a) of any Receivable and
any Related Assets shall be conditional (aufschiebend bedingt) upon the receipt by AGCO
Germany of the Purchase Price of such Receivable payable on such Purchase Date pursuant
to Clause 2.2 (Payment of Purchase Price).
	 
	 	(c)	 	On each Reporting Date immediately preceding a Purchase Date, or, in the case
of the first Purchase Date, on or before the Closing Date the Master Servicer shall
make available to the Agent an Account Receivables Listing setting out the Receivables
to be purchased by and transferred to the Company under this Agreement on such Purchase
Date. On the same Reporting Date, the Master Servicer shall make available to the Agent
(or any other Person designated by the Agent) an Obligor Information Listing relating
to the Receivables set out on the Account Receivables Listing to be made available to
the Agent on such day.






	2.2	 	Payment of Purchase Price






	 	(a)	 	On each Purchase Date on which Receivables are sold and transferred or
purported to be sold and transferred to the Company under Clause 2.1 (Sale and transfer
of Receivables), the Company shall deposit into the AGCO Germany Account an amount
equal to the Purchase Price of such Receivables, in immediately available funds in
Euro.
	 
	 	(b)	 	Subject to 2.2(c) below, AGCO Germany and the Company hereby agree that the
Purchase Price payable by the Company pursuant to, and in accordance with, this Clause
2.2 shall be inclusive of all value added taxes and




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	 	 	 	comparable or similar Taxes and that (A) the Company shall have no responsibility to
pay any additional amount in respect of any such Taxes, and (B) in the event that
any such Taxes are payable with respect to the payment or receipt of any such
Purchase Price, AGCO Germany shall promptly pay such Taxes in full or, to the extent
such Taxes have already been paid by any other Person legally obligated to pay such
Taxes, AGCO Germany shall promptly reimburse such Person in full, whether out of
such purchase price received by it or otherwise.
	 
	 	(c)	 	Where any value added taxes are fully recoverable by the Company, the Purchase
Price shall be exclusive of value added taxes and the Company shall pay those value
added taxes on receipt of a valid value added taxes invoice.






	2.3	 	Collections






	 	(a)	 	If, on any day, any Purchased Receivable becomes a Diluted Receivable, other
than by reason of the operation of Clause 2.3(b) and except to the extent that the same
is not reflected in the Dilution Adjustment, AGCO Germany shall be deemed to have
received on such day a Collection of such Purchased Receivable in the amount of the
reduction, adjustment or cancellation of the Outstanding Balance thereof which resulted
in such Receivable being a Diluted Receivable.
	 
	 	(b)	 	If any of the representations or warranties in Clause 3.2 (a), (d), (e), (f),
(g), (h), (i) or (j) (Further representations and warranties of AGCO Germany) is not
true on or by reference to the facts existing on the day such representation or
warranty was given with respect to a Purchased Receivable, AGCO Germany shall be deemed
to have received on such day a Collection of such Purchased Receivable in full.
	 
	 	(c)	 	If AGCO Germany is deemed to have received a Collection on any Purchased
Receivable pursuant to Clause 2.3(a) or (b), AGCO Germany shall be obliged to pay an
amount equal to such Deemed Collection to or to the order of the Company, such payment
becoming due on the date of the Deemed Collection but not payable until the Settlement
Date next following the date of the Deemed Collection, provided that, if a Termination
Event or Potential Termination Event has occurred and is continuing, such payment shall
be due and payable on the date of the Deemed Collection.
	 
	 	(d)	 	Notwithstanding any other provisions of this Agreement, payment to the Company
by AGCO Germany of the full amount of all Collections deemed to have been received by
AGCO Germany under Clause 2.3(b) with respect to a breach of the representation and
warranty appearing in Clause 3.2(a) with respect to any Purchased Receivable shall
constitute a full discharge and release of AGCO Germany from any claims, rights and
remedies which the Company may have against AGCO Germany arising from such breach, but
shall not affect any rights or remedies arising from a breach of such representation or
warranty to the extent that it applies to any other Purchased Receivable or a breach of
any other representation or warranty in Clause 3 (Further Representations and
warranties of AGCO Germany).




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	 	(e)	 	To the extent that (i) the Company has received in accordance with Clause
2.3(c) the full Outstanding Balance of a Purchased Receivable referred to in Clause
2.3(b) and (ii) the Company subsequently receives Collections with respect to such
Purchased Receivable, the Company shall pay to AGCO Germany the Collections so
received.






	2.4	 	Payments and computations, etc.






	 	(a)	 	Euro is the currency of account for each payment made or to be made under this
Agreement.
	 
	 	(b)	 	Except as otherwise expressly provided herein, all amounts (including, but not
limited to the remittance of any Collections) to be paid or deposited by any Person
hereunder shall be paid or deposited in accordance with the terms hereof on the day
when such amounts are due, in immediately available funds; if such amounts are payable
to the Company, they shall be paid to the Company Account. If any amount hereunder is
payable on a day which is not a Business Day, such amount shall be payable on the next
succeeding Business Day.
	 
	 	(c)	 	Without prejudice to Clause 8.2 (Taxes), all payments by AGCO Germany under
this Agreement shall be made free of any set-off or counterclaim on the part of any
Person.
	 
	 	(d)	 	Any payment by an Obligor in respect of any amounts owed by it in respect of
any Purchased Receivable shall:






	 	(i)	 	except as otherwise specified by such Obligor, be in a form
customary between such Obligor and AGCO Germany (and provided that such
specification shall, if requested by the Company, be evidenced in writing); and
	 
	 	(ii)	 	unless otherwise required by contract or any applicable law and
unless otherwise instructed by the Company, be applied as a Collection of any
Purchased Receivables of such Obligor, in accordance with the Credit and
Collection Policy, to the extent of any amounts then due and payable thereunder
before being applied to any other Receivable or other obligation of such
Obligor.






	2.5	 	Default fees
	 
	 	 	If AGCO Germany fails to pay any amount when due hereunder, AGCO Germany agrees to pay to
the Company, on demand, interest on such unpaid amount at a rate equal to the Default Rate.
	 
	2.6	 	Related Assets
	 
	 	 	To the extent that title to the Related Assets cannot be transferred by mere agreement
between AGCO Germany and the Company as provided herein, AGCO Germany and the Company agree
that:






	 	(a)	 	insofar as Related Assets governed by German law is concerned:




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	 	(i)	 	any transfer of possession (Übergabe) necessary to transfer
title in any Related Assets, in particular in relation to any form of retained
title (Vorbehaltseigentum), is replaced by:






	 	(A)	 	if AGCO Germany has direct possession
(unmittelbaren Besitz) of such Related Assets over which the security
is created, AGCO Germany holding the relevant chattel in custody for
Company free of charge (unentgeltliche Verwahrung); and/or
	 
	 	(B)	 	if AGCO Germany has indirect possession
(mittelbaren Besitz) or otherwise a claim for return
(Herausgabeanspruch) of or to such Related Assets over which the
security is created, AGCO Germany assigning hereby to the Company all
claims for return (Abtretung des Herausgabeanspruchs) against the
relevant Person(s) who are in actual possession of such Related Assets;






	 	(ii)	 	any other thing to be done or form or registration to be
perfected shall be immediately done and/or perfected by AGCO Germany at its own
cost; it being agreed that, if AGCO Germany fails to do such thing or fails to
perfect such form or registration, the Company is hereby irrevocably authorised
to do everything necessary for such thing to be done, such form to be perfected
or such registration to be made on behalf of AGCO Germany at AGCO Germany’s own
cost;






	 	(b)	 	insofar as Related Assets governed by the laws of any other jurisdiction is
concerned:






	 	(i)	 	AGCO Germany shall (in such form as the Company requires)
perform all acts and do all things at its own cost which, under applicable Law,
are necessary in order to effect transfer of title to the Company, and AGCO
Germany hereby agrees that if it fails to perform such acts or do such things,
the Company is hereby irrevocably authorised to perform such acts and do such
things on behalf of AGCO Germany and at AGCO Germany’s own cost); and
	 
	 	(ii)	 	insofar as applicable Law allows, Clauses 2.7(a)(i) and (a)(ii)
shall apply mutatis mutandis to such Related Assets.






	2.7	 	Bills of exchange, etc.
	 
	 	 	AGCO Germany shall, upon the occurrence of a Termination Event or Potential Termination
Event or upon the designation of a Master Servicer other than the Parent or an Affiliate of
the Parent pursuant to Clause 2.1 (Appointment of Master Servicer) of the Receivables
Servicing Agreement, endorse in blank and deliver to the Company (or any other Person as
requested by the Agent) each bill of exchange, promissory note and similar draft instrument
or instrument that has the purpose of transferring funds it receives in relation to any
Affected Asset.




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	2.8	 	Current Accounts
	 
	 	 	In the event that AGCO Germany has sold to the Company Receivables that have been originated
from Contracts on the basis of current accounts (each a “Current Account”) within the
meaning of Section 355 of the German Commercial Code (“Current Account Receivables”), AGCO
Germany hereby assigns to the Company:






	 	(a)	 	any and all current and future excess balances to which AGCO Germany is
entitled against the respective Obligors upon balancing of the existing current account
relationship; and
	 
	 	(b)	 	all of AGCO Germany’s present and future claims against the respective Obligors
resulting from the relevant current account contract (Kontokorrentverhältnis) to
payment of the balance between account balancing dates in the event that the relevant
Current Account is dissolved between such account balancing dates and all entitlements
with respect to ancillary and non-ancillary rights to determine the legal relationship
(including termination of the current account relationship and the right to demand a
balancing of the Current Account).






	 	 	Where such Receivable is not a Current Account Receivable but is subject to similar
arrangements under an agreement comparable to a current account agreement within the meaning
of Section 355 of the German Commercial Code, AGCO Germany hereby assigns its rights and
claims against the respective Obligors to the Company pursuant to this Clause 2.9, mutatis
mutandis.
	 
	3.	 	REPRESENTATIONS AND WARRANTIES
	 
	3.1	 	Representations and warranties relating to AGCO Germany
	 
	 	 	AGCO Germany hereby represents and warrants to the Company and the Agent, on the date
hereof, on each Purchase Date and each Settlement Date:






	 	(a)	 	Corporate Existence and Power. It:






	 	(i)	 	is a body corporate duly organised and validly existing under
the laws of its jurisdiction of incorporation; and
	 
	 	(ii)	 	has all corporate power and all governmental licences,
authorisations, consents and approvals required to carry on its business in
each jurisdiction in which its business is conducted, the failure to have which
would have a Material Adverse Effect.






	 	(b)	 	No Conflict. The execution, delivery and performance by it of each Transaction
Document to which it is a party, and its use of the proceeds of purchases made
hereunder:






	 	(i)	 	are within its corporate powers;
	 
	 	(ii)	 	have been duly authorised by all necessary corporate action and
have been duly executed and delivered;




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	 	(iii)	 	do not contravene or violate:






	 	(A)	 	any of its Organic Documents;
	 
	 	(B)	 	any law, rule or regulation applicable to it
which would result in a Material Adverse Effect;
	 
	 	(C)	 	any restrictions under any agreement, contract
or instrument to which it is a party or by which it or any of its
property is bound which would result in a Material Adverse Effect; or
	 
	 	(D)	 	any order, writ, claim form, judgment, award,
injunction or decree binding on or affecting it or any of its property;
and






	 	(iv)	 	do not result in the creation or imposition of any Adverse
Claim on its assets (except as created under any Transaction Document).






	 	(c)	 	Governmental Authorisation. No authorisation or approval or other action by,
and no notice to or filing with, any Official Body or regulatory body, the absence of
which could have a Material Adverse Effect, is required for the due execution, delivery
and performance by it of any Transaction Documents to which it is a party.
	 
	 	(d)	 	Binding Effect. Each Transaction Document to which it is a party constitutes
the legal, valid and binding obligations of it enforceable against it in accordance
with its terms (as such enforcement may be subject to any applicable Enforcement
Limitation).
	 
	 	(e)	 	Accuracy of Information. All information furnished or made available by or on
behalf of it to the Company for the purposes of or in connection with this Agreement,
any of the other Transaction Documents, or any transaction contemplated hereby or
thereby is, and all such information hereafter furnished or made available by or on
behalf of it to the Company shall, to the best of its knowledge and belief, be, true,
accurate and complete in every material respect on the date such information is stated
or certified.
	 
	 	(f)	 	Financial Statements. Each of its audited balance sheets and the statements of
income relating thereto delivered pursuant to Clause 4.1(a)(i) (Affirmative Covenants
of AGCO Germany) have been prepared in accordance with GAAP relevant to it consistently
applied and present a true and fair view of its financial condition at the end of the
fiscal year to which they relate.
	 
	 	(g)	 	Places of Business. Its registered office, Centre of Main Interest and
principal places of business where it keeps all its Records are located at the address
listed in Exhibit 1 to the Schedule of Definitions or such other locations notified to
the Company in accordance with Clause 4.2(a).
	 
	 	(h)	 	Actions, Suits. There are no actions, suits or proceedings pending or, to its
knowledge threatened against or affecting it or any of its properties in or before any
court, arbitrator or other body, which would have a Material Adverse Effect. It is not
in default with respect to any order of any court,




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	 	 	 	arbitrator or governmental body which default would have a Material Adverse Effect.
	 
	 	(i)	 	Other Defaults. It does not have indebtedness (other than to another Group
Company) and whether individually or collectively having an aggregate amount in excess
of the Threshold Amount or the foreign exchange equivalent thereof which has been
declared to be or otherwise has become due and payable prior to its scheduled maturity
date.
	 
	 	(j)	 	Sovereign Immunity. Neither it nor any of its properties or assets has any
right of immunity on the grounds of sovereignty or otherwise from any legal action,
suit or proceeding, set-off or counterclaim, the jurisdiction of any competent court,
service of process upon it or any agent, attachment prior to judgment, attachment in
aid of execution, execution or any other process for the enforcement of any judgment or
other legal process in respect of any of their respective obligations under any
Transaction Document to which it may be a party. To the extent that, notwithstanding
the foregoing, AGCO Germany has or may have any such immunity, such right of immunity
is hereby irrevocably and unconditionally waived.
	 
	 	(k)	 	Corporate Information. All shareholders’ resolutions or other events or
circumstances with respect to it (including all excerpts from any commercial register)
which are required or which are capable of being recorded in the commercial register in
the jurisdiction of its incorporation has been so recorded unless any failure to do so
would not have a Material Adverse Effect.
	 
	 	(l)	 	Solvency. It is solvent and able to pay its debts as they fall due and has not
suspended or threatened to suspend making payments (whether of principal or interest)
with respect to all or any class of its debts and will not become insolvent or unable
to pay its debts in consequence of any obligation or transaction contemplated in the
Transaction Documents.
	 
	 	(m)	 	Insolvency procedures. No corporate action has been taken or is pending, no
other steps have been taken (whether out of court or otherwise) and no legal
proceedings (other than any frivolous and vexatious proceedings which are dismissed
within 10 days) have been commenced or are threatened or are pending for:






	 	(i)	 	its bankruptcy, liquidation, suspension of payments, controlled
management, winding-up, liquidation, dissolution, administration or
reorganisation; or
	 
	 	(ii)	 	it to enter into any composition or arrangement with its
creditors; or
	 
	 	(iii)	 	the appointment of a receiver, administrative receiver,
trustee or similar officer in respect of it or any of its property, undertaking
or assets.






	 	 	 	No event equivalent to any of the foregoing has occurred in or under the laws of any
relevant jurisdiction.




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	3.2	 	Further representations and warranties of AGCO Germany
	 
	 	 	AGCO Germany, in connection with any Receivables purchased (or purported to be purchased) by
the Company hereunder represents and warrants to the Company and the Agent on the date
hereof, on each Purchase Date and each Settlement Date as follows:






	 	(a)	 	Eligible Receivables. Each of the Receivables purchased or purported to be
purchased by the Company under this Agreement is a German Eligible Receivables which is
validly existing and validly evidenced for the full nominal amount thereof.
	 
	 	(b)	 	Account Receivables Listing. All information contained in each Account
Receivables Listing is complete true and accurate in every material respect on the date
on which it is delivered.
	 
	 	(c)	 	Credit and Collection Policy. Except as otherwise permitted under, or
contemplated by, this Agreement, the Credit and Collection Policy has not been amended
or modified in any respect which would have a Material Adverse Effect.
	 
	 	(d)	 	Transfer of Receivables. Subject to Clause 2.1(b), each sale and transfer of
any Receivables hereunder shall be effective as against AGCO Germany and the relevant
Obligor to transfer to the Company all of AGCO Germany’s present and future right and
title to and interest in such Receivables and the Related Assets, free and clear of any
Adverse Claim, except as created by any of the Transaction Documents, and no further
action need be taken in order to transfer to the Company such right, title and
interest, save that, until notice of such sale of Receivables has been given to such
Obligor, such sale shall not be effective as against such Obligor and, in particular,
such Obligor is entitled to discharge its payment obligation with respect to such
Receivable by payment to AGCO Germany.
	 
	 	(e)	 	Arm’s Length. Each sale and purchase of Receivables under or as contemplated by
this Agreement has been made on arm’s length terms.
	 
	 	(f)	 	No Voidable Sales. No sale by AGCO Germany to the Company of any Receivable
under this Agreement, is or may be at the relevant time voidable by AGCO Germany or by
any liquidator, receiver, administrator, administrative receiver, custodian, trustee in
bankruptcy, examiner or other similar official appointed with respect to, or any
creditor of, AGCO Germany under any law, rule or regulation in effect in any Approved
Country or any political subdivision thereof or a jurisdiction therein, whether
relating to bankruptcy, insolvency, reorganisation, creditors’ rights or otherwise.
	 
	 	(g)	 	Principal, not Agent. With respect to each sale by AGCO Germany of Equipment or
Parts to an Obligor giving rise to a Receivable purchased or purportedly purchased
under this Agreement, AGCO Germany acted as principal and not as the agent of any
Person.
	 
	 	(h)	 	Tracking. AGCO Germany has the capability:




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	 	(i)	 	at any given time to identify the Purchased Receivables of each
individual Obligor;
	 
	 	(ii)	 	to track Collections in respect of each Obligor of the
Purchased Receivables and Collections in respect of each individual Purchased
Receivable and of each of the Receivables purchased or purported to be
purchased hereunder; and
	 
	 	(iii)	 	as among the Receivable payable by any Obligor, to identify
which of such Receivables (if any) are Defaulted Receivables and/or Delinquent
Receivables.






	 	(i)	 	Termination Events. No Termination Event has occurred which is continuing.
	 
	 	(j)	 	Security interest. The Agent, on behalf of the Secured Parties, has a valid and
enforceable first priority security interest ranking ahead of any other security
interest and the interest of any other creditor of the Company and/or AGCO Germany, in
each Purchased Receivable and all of the other Affected Assets, free and clear of any
Adverse Claim.






	4.	 	COVENANTS
	 
	4.1	 	Affirmative covenants of AGCO Germany
	 
	 	 	Until the date on which the Aggregate Unpaids have been indefeasibly reduced to zero, AGCO
Germany covenants as follows:






	 	(a)	 	Financial Reporting. AGCO Germany shall maintain a system of accounting
established and administered in accordance with GAAP consistently applied, and furnish
or make available, as the case may be, to the Company and the Agent:






	 	(i)	 	Annual Reporting. Upon the request of the Agent and after
filing thereof with the relevant Official Body, audited financial statements
certified in a manner acceptable to the Agent by a duly authorised officer of
AGCO Germany;
	 
	 	(ii)	 	Compliance Certificate. Together with the financial statements
required hereunder, a certificate signed by a director of AGCO Germany stating
that (A) the attached financial statements have been prepared in accordance
with GAAP and accurately reflect the financial condition of AGCO Germany, and
(B) to the best of such Person’s knowledge, no Termination Event or Potential
Termination Event exists, or if any Termination Event or Potential Termination
Event exists, stating the nature and status thereof;
	 
	 	(iii)	 	Credit and Collection Policy. At least 30 days prior to the
effectiveness of any material change in or amendment to the Credit and
Collection Policy, a notice indicating such change or amendment; and
	 
	 	(iv)	 	Other Information. Such other information (including
non-financial information) reasonably relating to the transactions contemplated
by




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	 	 	 	the Transaction Documents and/or to the Purchased Receivables as the Company
or the Agent may from time to time reasonably request.






	 	(b)	 	Notices. AGCO Germany shall notify the Company and the Agent in writing of any
of the following, describing the same and, if applicable, the steps being taken with
respect thereto:






	 	(i)	 	Termination Event. Immediately upon becoming aware thereof, the
occurrence of any Termination Event or Potential Termination Event, by a
statement of a duly authorised officer of AGCO Germany;
	 
	 	(ii)	 	Final Judgment. As soon as reasonably practicable following the
occurrence thereof the entry of any final judgment or decree which is not
subject to any further appeal against AGCO Germany in an amount which, when
aggregated with any other undischarged judgments or decrees against AGCO
Germany is in excess of the Threshold Amount or the foreign currency equivalent
thereof at the time of entry of such judgment or decree;
	 
	 	(iii)	 	Litigation. As soon as reasonably practicable following the
occurrence thereof and, in any event, no later than the immediately succeeding
Settlement Date, the institution of any litigation, dispute resolution,
arbitration proceeding or governmental proceeding against AGCO Germany, or to
which it becomes party seeking monetary damages in an amount which, when
aggregated with any other such monetary damages sought against AGCO Germany, is
in excess of the Threshold Amount or the foreign currency equivalent thereof;
and
	 
	 	(iv)	 	Adverse Claims. Immediately upon becoming aware thereof, the
creation or imposition of any Adverse Claim on any Purchased Receivable or any
Related Asset (except as created under any Transaction Document) or the
occurrence of a Material Adverse Effect.






	 	(c)	 	Compliance with Laws. AGCO Germany shall comply with all applicable laws,
rules, regulations, orders, writs, judgments, injunctions, decrees and awards to which
it may be subject, including any relevant data protection legislation in respect of the
list of Obligors to be provided pursuant to Clause 4.1(a)(iv), the non-compliance with
which would have a Material Adverse Effect.
	 
	 	(d)	 	Maintenance of Corporate Existence. AGCO Germany shall, subject to Clause
4.2(g), do all things necessary to remain duly organised and validly existing in the
jurisdiction of its incorporation and maintain all requisite authority to conduct its
business in such jurisdiction and any other jurisdiction, the failure to do which would
have a Material Adverse Effect.
	 
	 	(e)	 	Keeping and Maintaining of Records and Books; Notation in Financial Statements.






	 	(i)	 	AGCO Germany shall, in each case with respect to the
Receivables originated by it, maintain and implement administrative and
operating




11









 






	 	 	 	procedures (including an ability to recreate records evidencing such
Receivables and identifying such Receivables in the event of the destruction
of the originals thereof) and keep and maintain all documents, books,
records and other information reasonably necessary or advisable for the
collection of all such Receivables (including records adequate to permit the
immediate identification of each Purchased Receivable, all Collections of
and adjustments to each such Receivable and the Equipment relating to such
Receivable) and provide to the Agent from time to time such information as
the Agent may reasonably request.
	 
	 	(ii)	 	AGCO Germany shall keep a complete and accurate copy of each
Account Receivables Listing delivered by it under this Agreement.






	 	(f)	 	Compliance with Contracts. AGCO Germany shall:






	 	(i)	 	perform and comply in all material respects with all
provisions, covenants and other promises required to be observed by it under
the Contracts, to which AGCO Germany is a party, related to the Purchased
Receivables; and
	 
	 	(ii)	 	comply in all material respects with the applicable Credit and
Collection Policy with regard to the Purchased Receivables and the related
Contracts, to which AGCO Germany is a party.






	 	(g)	 	Payment of Taxes. Without prejudice to Clause 8.2 (Taxes), AGCO Germany shall
pay when due any taxes (including value added tax and any similar other taxes) payable
in connection with the Purchased Receivables originated by it or the sale of Equipment
giving rise thereto.
	 
	 	(h)	 	Collections. On and after the occurrence and during the continuance of a
Termination Event or Potential Termination Event, AGCO Germany shall, and shall require
the Master Servicer, any Originator and any other AGCO Party to, upon the request of
the Agent to the Company (with a copy to AGCO Germany and the Master Servicer), within
one Business Day after receipt by such Person of any Collections, including any
Collections received or deposited into any Collection Account, remit (or cause to be
remitted) such Collections together with all interest and earnings thereon to the CP
Lender Account.
	 
	 	(i)	 	Obligor Information Listing. To the extent that any Obligor Information Listing
is received or held by any Person other than the Agent, AGCO Germany shall grant any
and all consents, approvals and authorisations and shall do any other act necessary or
desirable in the reasonable opinion of the Agent to ensure that the Agent and the
Administrator have at all times access to such Obligor Information Listing and all
information contained therein.
	 
	 	(j)	 	Inspection of records. AGCO Germany shall at any time and from time to time
during regular business hours, upon reasonable advance notice by the Company, the Agent
or the Administrator, permit the Company, the Agent or




12









 






	 	 	 	the Administrator or any of their agents or representatives, at the expense of the
Agent:






	 	(i)	 	to examine and make copies of and take abstracts from all
books, records and documents (including computer tapes and disks) relating to
the Purchased Receivables or other Affected Assets, including any related
Contract; and
	 
	 	(ii)	 	to visit its offices and properties for the purpose of
examining such materials described in Clause 4.1(j)(i), and to discuss matters
relating to the Affected Assets or its performance hereunder, under the
Contracts, if any, and under the other Transaction Documents to which it is a
party with any of its officers, directors or relevant employees (in
consultation with the Parent) having knowledge of such matters. Subject to
Clause 9.8 (Consent to disclosure), such agents and representatives shall be
bound to treat any information received pursuant to this Clause 4.1(j) as
confidential,






	 	(k)	 	Information. AGCO Germany shall promptly deliver to the Master Servicer any
information, documents, records or reports with respect to the Purchased Receivables
that the Master Servicer shall request in order to complete the Master Servicer
Reports, Account Receivables Listings or Obligor Information Listings.
	 
	 	(l)	 	Amending Purchased Receivables. AGCO Germany shall be entitled to extend,
amend or otherwise modify the terms of any Purchased Receivable or any Contract related
thereto in accordance with the Credit and Collection Policy and shall be entitled to
amend or modify any manuscript error in respect of an issued invoice.






	4.2	 	Negative covenants of AGCO Germany
	 
	 	 	Until the date on which the Aggregate Unpaids have been indefeasibly reduced to zero, AGCO
Germany covenants as follows:






	 	(a)	 	Name Change, Offices, Records and Books of Accounts. AGCO Germany shall not:






	 	(i)	 	change its name or identity; or
	 
	 	(ii)	 	change its corporate structure, which change would have a
Material Adverse Effect; or
	 
	 	(iii)	 	relocate any office where Records are kept,






	 	 	 	in each case unless AGCO Germany shall have given the Company and the Agent at least
30 days prior written notice thereof.
	 
	 	(b)	 	Change in Payment Instructions to Obligors. AGCO Germany shall not amend,
supplement or otherwise modify or cancel or revoke any payment instructions to any
Obligor or any Obligor Notification given in accordance with the Transaction Documents
and shall not instruct any Obligor to make




13









 






	 	 	 	payments in respect of Purchased Receivables to any account other than the AGCO
Germany Account or such other account referred to in an Obligor Notification.
	 
	 	(c)	 	AGCO Germany shall be entitled to change the Credit and Collection Policy;
provided, however, that (i) such change is not reasonably likely to cause or result in
any Material Adverse Effect, and (ii) any material change to the Credit and Collection
Policy requires the prior written consent of each of the Agent and each Rating Agency.
	 
	 	(d)	 	Sales, Liens, Etc on Receivables. Except as provided by the Transaction
Documents, AGCO Germany shall not, and shall not purport to, sell, assign (by operation
of law or otherwise), transfer by way of subrogation or endorsement (by operation of
law or otherwise), or otherwise transfer or dispose of, or grant any option with
respect to, or create or suffer to exist any Adverse Claim upon or with respect to, or
enter into any current account relationship with any Person with respect to, any
Purchased Receivable or Related Assets or Collections in respect thereof, any Contract
under which any Purchased Receivable arises or assign any right to receive income in
respect thereof, and AGCO Germany shall take all reasonable steps within its power to
defend the right, title and interest of the Company in, to and under any of the
foregoing property, against all claims of third parties claiming through or under AGCO
Germany. AGCO Germany hereby irrevocably waives any lien which it may have with respect
to the Purchased Receivables and all Related Assets.
	 
	 	(e)	 	Sales, Liens, Etc. on Equipment and Parts. Except as provided by the
Transaction Documents, and to or in favour of the applicable Obligor, AGCO Germany
shall not, and shall not purport to, sell or otherwise transfer or dispose of, or grant
any option with respect to, or create or suffer to exist any Adverse Claim upon or with
respect to any Equipment or Parts and AGCO Germany shall take all reasonable steps
within its power to defend the right, title and interest of the Company in, to and
under any of the foregoing property, against all claims of third parties claiming
through or under AGCO Germany.
	 
	 	(f)	 	Amendments to Corporate Documents. AGCO Germany shall not amend its Organic
Documents in any respect in each case that would have a Material Adverse Effect.
	 
	 	(g)	 	Merger. AGCO Germany shall not merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a series of
transactions, and except as contemplated herein) all or any material part of its assets
(whether now owned or hereafter acquired) to, or acquire all or any material part of
the assets of, any Person if:






	 	(i)	 	such merger, consolidation, conveyance, transfer, lease, other
disposition or acquisition would have a Material Adverse Effect; or




14









 












	 	(ii)	 	in the case of a merger or consolidation, the resulting entity
would not assume all of the obligations of AGCO Germany under this Agreement.






	 	(h)	 	Deposits. AGCO Germany shall not deposit or otherwise credit, or permit any
Obligor or any other Person to deposit or otherwise credit, to the CP Lender Account,
any cash or payment item other than pursuant to this Agreement.
	 
	 	(i)	 	Powers of Attorney. AGCO Germany shall not revoke or attempt to revoke any
Power of Attorney granted by it in connection with this Agreement until the date upon
which the Aggregate Unpaids have been indefeasibly reduced to zero (and, as soon as
reasonably practicable following such date the Company shall return each of such Powers
of Attorney to AGCO Germany).






	5.	 	ADMINISTRATION AND COLLECTION
	 
	5.1	 	Designation of the Master Servicer






	 	(a)	 	AGCO Germany hereby acknowledges that after a purchase of Receivables
hereunder, the servicing, administration and collection of the Purchased Receivables
shall be conducted by the Person appointed by the Agent and the Company as the Master
Servicer from time to time in accordance with Clause 2.1 (Appointment of Master
Servicer) of the Receivables Servicing Agreement (or by a Sub-Servicer on behalf of,
and appointed by, the Master Servicer pursuant to Clause 2.2 (Appointment of
Sub-Servicer) of the Receivables Servicing Agreement). Without prejudice to the
generality of Clause 5.2, AGCO Germany expressly consents to the taking of all actions
by the Master Servicer (or such Sub-Servicer) and agrees to comply with any request of
the Master Servicer that the Master Servicer deems necessary in order to permit the
Master Servicer perform its duties.
	 
	 	(b)	 	Without limiting any other provision of this Agreement:






	 	(i)	 	the Company, the Company’s assigns or the Agent shall be
entitled, at any time when a Termination Event or Potential Termination Event
exists, to notify Obligors (by delivering Obligor Notifications or otherwise)
of the assignment of the Purchased Receivables and the Related Assets hereunder
and the Company’s ownership of such Purchased Receivables and Related Assets,
and the security interest of the Agent and the Secured Parties in, Purchased
Receivables and the other Affected Assets and/or direct the Obligors that
payment of all amounts payable under any Receivable be made directly to the
Company or its assigns;
	 
	 	(ii)	 	upon the request of the Company, any assignee of the Company or
the Agent, AGCO Germany shall, at its own expense, at any time when a
Termination Event or Potential Termination Event exists, give notice that
Purchased Receivables and the Related Assets have been assigned to the Company
hereunder, the Company’s ownership of the Purchased Receivables and the Related
Assets, and the security interest of the Agent and the other Secured Parties in
the Purchased Receivables and 




15









 






	 	 	 	other Affected Assets to each Obligor and/or direct that payments be made
directly to the Agent or its designee and/or execute any power of attorney
or other similar instrument and/or take any other action necessary or
desirable to give effect to such notice and directions, including any action
required to be taken so that the obligations or other indebtedness of such
Obligor in respect of any Purchased Receivables or Related Asset may no
longer be legally satisfied by payment to AGCO Germany or any of its
Affiliates; and
	 
	 	(iii)	 	upon the request of the Company, any assignee of the Company
or the Agent, at any time when Termination Event or Potential Termination Event
exists, AGCO Germany, at its own expense, shall, and shall cause each of its
Subsidiaries (if any) to, (A) assemble all of the Records with respect to the
Purchased Receivables and shall make the same available to the Company or its
assigns at the address designated for notices pursuant to this Agreement or at
any other place agreed to by the Company, AGCO Germany and the Agent, and (B)
segregate all cash, cheques and other instruments received by it from time to
time constituting Collections of Receivables in a manner acceptable to the
Company, such assignee or the Agent and shall, promptly upon receipt, remit all
such cash, checks and instruments, duly endorsed or with duly executed
instruments of transfer, to the Company, such assignee or the Agent.






	 	(c)	 	The parties hereto acknowledge and agree that pursuant to Clause 2.2(d) of the
Receivables Servicing Agreement AGCO Germany has been appointed as Sub-Servicer to
perform on behalf of the Master Servicer all of the Master Servicer’s obligations as
Master Servicer under the Receivables Servicing Agreement in respect of the German
Receivables Pool.






	5.2	 	Responsibilities of AGCO Germany






	 	(a)	 	AGCO Germany hereby agrees, for the benefit of the Company, its assigns and the
Agent, that it will cooperate with and assist the Master Servicer (including any
successor Master Servicer or Sub-Servicer appointed pursuant to the Receivables
Servicing Agreement) in any manner such Master Servicer or the Agent reasonably
requests to facilitate the performance of its duties under the Receivables Servicing
Agreement (and, in the case of a successor Master Servicer, its transition). Such
cooperation shall include, if so requested, (i) the endorsement of any cheque or other
instrument representing Collections or other Affected Assets, (ii) the execution of any
power of attorney or other similar instrument necessary or desirable in connection with
the enforcement or servicing of the Purchased Receivables and other Affected Assets,
and (iii) access to, transfer of, and use by, the new Master Servicer of any records,
licenses, hardware or software necessary or desirable to collect the Purchased
Receivables and otherwise service the Affected Assets. Anything herein to the contrary
notwithstanding, the exercise by the Company of its rights hereunder shall not release
any of AGCO Germany or any Obligors from any of its duties or obligations with respect
to Purchased Receivables or the related Contracts, as applicable.




16









 












	 	(b)	 	AGCO Germany further agrees that from time to time, at its expense, it shall
promptly execute and deliver all instruments and documents, and take all further action
as may be necessary or that the Company, its assignees or the Agent may reasonably
request in order to perfect, protect or more fully evidence the purchases hereunder, or
to enable the Company, its assigns or the Agent to exercise or enforce any of their
respective rights with respect to the Purchased Receivables or other Affected Assets
whether arising under this Agreement or any other Transaction Document or existing at
law. Without limiting the generality of the foregoing, AGCO Germany shall upon the
request of the Company, its designee or the Agent execute such further agreements,
instruments and powers of attorney, and to make such filings, deliver such notices and
take such other actions, as may be necessary or appropriate to give full effect to the
transactions contemplated hereby.






	5.3	 	Power of Attorney
	 
	 	 	In order to permit the Company to exercise fully its ownership and other interests acquired
under and pursuant to this Agreement, and to facilitate and/or expedite the servicing,
administration and collection of the Purchased Receivables, it may be necessary or otherwise
desirable for the Company and/or any Person designated by the Company upon prior consent of
the Agent (including the Agent and the Master Servicer) to act under a power of attorney
from AGCO Germany. Accordingly, to the fullest extent permitted by applicable law, AGCO
Germany hereby grants to the Company and each Person designated by the Company upon prior
consent of the Agent (including the Agent and the Master Servicer) an irrevocable power of
attorney, which power of attorney is coupled with an interest and which is assignable by the
Company (with the consent of the Agent) and any such Person designated by the Company, with
full power of substitution and with full authority in the place and stead of AGCO Germany,
which is assignable by the Company and any such Person designated by the Company, to take
any and all steps in AGCO Germany’s name and on behalf of AGCO Germany as is necessary or
desirable, in the reasonable determination of the Company or any such Person designated by
the Company, to (i) collect any and all amounts or portions thereof due under any and all
Purchased Receivables or Related Assets, including endorsing the name of the Company, or any
other Person if so required under the Transaction Documents, on cheques and other
instruments representing Collections and enforcing such Purchased Receivables, Related
Assets and any related Contracts, (ii) take any and all other actions necessary or
desirable, in the opinion of the Company or any such Person designated by the Company, to
the enforcement, servicing, administration and/or collection of the Purchased Receivables
and/or the other Affected Assets. Notwithstanding anything to the contrary contained in
this Clause 5.3, (A) no exercise of the powers conferred upon the Company or any other
Person designated by the Company pursuant to this Clause 5.3 shall subject the Company
and/or any such Person to any liability, except for the Company’s or any such Person’s (if
such Person is not the Agent) gross negligence or wilful misconduct in the exercise of such
powers, and (B) such powers shall not confer any obligations upon the Company and/or such
Person in any manner whatsoever to exercise such powers and, for the avoidance of doubt, no
failure or delay on the part of the Company and/or any other Person designated by the
Company pursuant to this Clause 5.3 to exercise any such powers, nor the invalidity or
inadequacy of any exercise thereof, shall give rise to any liability on the part of the




17









 






	 	 	Company or such other Person. The Company and any such Person designated by the Company
shall be released from the limitations of Section 181 of the German Civil Code and each of
the Company and any such Person designated by the Company may delegate
(unterbevollmächtigen) the power granted pursuant to this Clause 5.3 to any Person, upon
which this Clause 5.3 shall apply mutatis mutandis, and may release such Person from the
limitations of Section 181 of the German Civil Code in connection therewith.






	5.4	 	Personal Data
	 
	 	 	Notwithstanding anything herein to the contrary, AGCO Germany shall ensure that no personal
or other information in, or otherwise relating to, any Contract, Receivable, any Collection
related thereto, or any other Affected Asset (“Relevant Personal Data”) is transmitted or
delivered to, or otherwise received by, the Company, the Agent or any other Indemnified
Party if such transmission, delivery or receipt would result in the violation by AGCO
Germany or such Person of any legislation or regulation relating to data protection;
provided that, upon the request of the Agent at any time after a Termination Event or
Potential Termination Event has occurred and is continuing, AGCO Germany shall, at its own
expense, co-operate, assist and otherwise take all necessary actions as may be required to
ensure that all Relevant Personal Data is transferred to the Agent (or such other Person as
the Agent may direct) in accordance with all applicable Law, including entering into any
further deeds or documents which may be required to comply with any such legislation or
regulations relating to data protection.
	 
	5.5	 	Repurchase of Purchased Receivables






	 	(a)	 	Subject to Clause 5.5(c), ACGO Germany shall have the right to repurchase any
AGCO Germany Purchased Receivables that have become Written-Off Receivables.
	 
	 	(b)	 	The repurchase price with respect to any Purchased Receivable to be repurchased
pursuant to this Clause 5.5 shall be an amount equal to the net benefit to AGCO Germany
of any VAT bad debt relief claim or credit in respect of such Purchased Receivable (the
“Repurchase Price”).
	 
	 	(c)	 	The right of AGCO Germany to repurchase any Written-Off Receivable is subject
to the conditions precedent that:






	 	(i)	 	AGCO Germany shall have provided to the Master Servicer, the
Agent and the Company written notice of such repurchase on or prior to the day
on which such Written-Off Receivable is to be repurchased (with respect to any
repurchase, the “Repurchase Date”);
	 
	 	(ii)	 	no Termination Event shall have occurred and be continuing;
	 
	 	(iii)	 	after giving effect to the repurchase of such Written-Off
Receivable, such repurchase shall not result in the sum of Net Funding Advances
and Net Liquidity Advances exceeding the Borrowing Base; and




18









 






	 	(iv)	 	on the Repurchase Date for such Written-Off Receivable AGCO
Germany shall have deposited an amount equal to the Repurchase Price payable in
respect of such Written-Off Receivable into a Company Account.






	 	(d)	 	AGCO Germany hereby confirms that it has at all times the capability to
identify each Repurchased Receivable and any Collections related thereto.






	 	 	Notwithstanding anything herein to the contrary, each repurchase of Purchased Receivables
pursuant to this Clause 5.5 shall be without recourse to, or representation or warranty by,
the Company.






	6.	 	ASSIGNMENTS
	 
	6.1	 	Assignments
	 
	 	 	AGCO Germany hereby agrees and consents to the complete or partial assignment and sale by
the Company of any or all of its rights under, interest in and title to the Purchased
Receivables, the Related Assets relating thereto and this Agreement. The Company hereby
agrees that any transferee of the Company of all or any of the Purchased Receivables, the
Related Assets relating thereto and/or this Agreement shall have all of the rights and
benefits under this Agreement of the Company and no such transfer shall in any way impair
the rights and benefits of the Company hereunder. Without limiting the foregoing, AGCO
Germany hereby consents to and acknowledges the grant by the Company under the Security
Agreement of a security interest to the Agent in all of the Company’s rights under,
interests in and title to the Purchased Receivables, the Related Assets relating thereto and
this Agreement, and the right of the Agent thereby to exercise the rights of the Company
hereunder. AGCO Germany shall not have the right to assign any of its rights or obligations
under this Agreement.
	 
	6.2	 	Tax and assignment
	 
	 	 	If:






	 	(a)	 	the Company makes an assignment in accordance with Clause 6.1 to another person
(a “new recipient”); and
	 
	 	(b)	 	as a result of circumstances existing at the date on which the assignment
occurs, AGCO Germany would be obliged to make a payment to the new recipient under
Clause 8.2 (Taxes),






	 	 	then the new recipient is only entitled to receive payment under Clause 8.2 (Taxes) to the
same extent as the Company would have been if the assignment or sale had not occurred.
	 
	7.	 	TERMINATION
	 
	 	 	Following the occurrence of the Termination Date, AGCO Germany shall not sell, and the
Company shall not purchase, any Receivables. No termination or rejection or failure to
assume the executory obligations of this Agreement in any Insolvency Event with respect to
AGCO Germany or the Company shall be deemed to impair or affect




19









 






	 	 	the obligations pertaining to any executed sale or executed obligations, including pre
termination breaches of representations and warranties by AGCO Germany or the Company.
Without limiting the foregoing, prior to the Termination Date, the failure of AGCO Germany
to deliver computer records of any Receivables or any reports regarding any Receivables
shall not render such transfer or obligation executory, nor shall the continued duties of
the parties pursuant this Agreement render an executed sale executory.
	 
	8.	 	INDEMNIFICATION
	 
	8.1	 	Indemnities by AGCO Germany
	 
	 	 	Without limiting any other rights which the Indemnified Parties may have hereunder or under
the Transaction Documents or under applicable Law, AGCO Germany hereby agrees to indemnify
the Company and its successors, transferees and assigns and all officers, directors,
shareholders, controlling persons, employees, counsel and other agents of any of the
foregoing (collectively, “Indemnified Parties”) from and against any and all damages,
losses, claims, liabilities, costs and expenses, including reasonable attorneys fees (which
such attorneys may be employees of any Indemnified Party) and disbursements (all of the
foregoing being collectively referred to as “Indemnified Amounts”) awarded against or
incurred by any of them in any action or proceeding between AGCO Germany and any of the
Indemnified Parties or between any of the Indemnified Parties and any third party or
otherwise arising out of or as a result of this Agreement or any of the transactions
contemplated hereby, excluding, however, (i) Indemnified Amounts to the extent resulting
from gross negligence or wilful misconduct on the part of such Indemnified Party, or (ii)
recourse (except as otherwise specifically provided in this Agreement or the other
Transaction Documents) for Purchased Receivables which are uncollectible, in particular, any
losses incurred in connection with the credit risk relating to Purchased Receivables as
further described in clause 9.13 (Characterisation). Without limiting the generality of the
foregoing (and subject to sub-clauses (i) and (ii)), AGCO Germany shall indemnify each
Indemnified Party for Indemnified Amounts relating to or resulting from:






	 	(a)	 	any representation or warranty made by AGCO Germany or any officers of AGCO
Germany under or in connection with this Agreement, any of the other Transaction
Documents or any other information or report delivered by AGCO Germany pursuant hereto
or thereto, which shall have been false or incorrect in any material respect when made
or deemed made; unless such representation or warranty has been made in respect of a
Purchased Receivable and the Company has received Deemed Collections in an amount
equalling the full Outstanding Balance of such Purchased Receivable in accordance with
Clause 2.3 (Collections);
	 
	 	(b)	 	the failure by AGCO Germany to comply with any applicable Law with respect to
any Receivable or any related Contract, or the nonconformity of any Receivable or any
Contract related thereto with any such applicable Law;
	 
	 	(c)	 	(i) the failure for any reason (A) to vest and maintain (or cause to be vested
and maintained) in the Company a valid and enforceable perfected ownership interest in
each Purchased Receivable and all of the other Affected Assets, or 




20









 






	 	 	 	(B)to vest and maintain in the Agent, on behalf of the Secured Parties, a valid and
enforceable perfected security interest ranking ahead of any other security interest
and the interest of any other creditor of or purchaser from AGCO Germany, in each
Purchased Receivable and all the other Affected Assets, free and clear of any
Adverse Claim (other than any Adverse Claim arising hereunder or under the other
Transaction Documents) in each case, or (ii) the creation of any Adverse Claim in
favour of any Person with respect to any of the Receivables or any of the other
Affected Assets;
	 
	 	(d)	 	the occurrence of any Termination Event relating to AGCO Germany;
	 
	 	(e)	 	any dispute, claim, offset or defence (other than discharge in bankruptcy) of
any Obligor to the payment of any Purchased Receivable (including a defence based on
such Purchased Receivable or any Contract related thereto not being the legal, valid
and binding obligation of such Obligor enforceable against it in accordance with its
terms), or any other claim resulting from the sale of merchandise or services related
to such Purchased Receivable or the furnishing or failure to furnish such merchandise
or services, or from any breach or alleged breach of any provision of the Purchased
Receivables or any Contracts related thereto restricting assignment of any Purchased
Receivables;
	 
	 	(f)	 	any failure of AGCO Germany to perform its duties or obligations in accordance
with the provisions hereof;
	 
	 	(g)	 	any product liability claim or personal injury or property damage suit or other
similar or related claim or action of whatever sort arising out of or in connection
with merchandise or services relating to or which are the subject of any Purchased
Receivable;
	 
	 	(h)	 	any lawsuit, order, consent decree, judgment, claim or other action of whatever
sort relating to, or otherwise in connection with, any environmental, health, safety or
hazardous material law, rule, regulation, ordinance, code, policy or rule of common law
now or hereinafter in effect;
	 
	 	(i)	 	the failure by AGCO Germany to comply with any term, provision or covenant
contained in this Agreement or any of the other Transaction Documents to which it is a
party or to perform any of its respective duties under the Receivables or any Contracts
related thereto;
	 
	 	(j)	 	the failure of AGCO Germany to pay when due any Taxes (other than Excluded
Taxes) payable in connection with any of the Receivables;
	 
	 	(k)	 	any repayment by any Indemnified Party of any amount previously distributed in
reduction of Net Advances which such Indemnified Party believes in good faith is
required to be made;
	 
	 	(l)	 	any commingling of Collections of Purchased Receivables at any time with other
funds;
	 
	 	(m)	 	any investigation, litigation or proceeding related to this Agreement;




21









 






	 	(n)	 	any inability to obtain any judgment in or utilise the court or other
adjudication system of, any state or country in which an Obligor may be located as a
result of the failure of AGCO Germany to qualify to do business or file any notice of
business activity report or any similar report;
	 
	 	(o)	 	except for recourse (other than as otherwise specifically provided in the
Transaction Documents) for uncollectible Receivables, any attempt by any Person to
void, rescind or set-aside any transfer by AGCO Germany to the Company of any Purchased
Receivable or Related Assets under statutory provisions or common law or equitable
action, including any provision of any Insolvency Law;
	 
	 	(p)	 	the use of the proceeds of any purchase hereunder for any purpose other than
general corporate purposes; or
	 
	 	(q)	 	any and all amounts paid or payable by the Company pursuant to Clause 7
(Indemnification; Expenses; Related Matters) of the Receivables Funding Agreement or
Clause 7 (Indemnification; Expenses; Related Matters) of the Liquidity Agreement.






	8.2	 	Taxes






	 	(a)	 	All payments and distributions made in respect of Purchased Receivables
transferred pursuant hereto, and all payments and distributions made or deemed made by
AGCO Germany to the Company or any other Person (each a “recipient”) (all of the
foregoing “covered payments”), whether pursuant hereto or to any other Transaction
Document, shall be made free and clear of and without deduction for any Taxes other
than Excluded Taxes, except to the extent required by applicable Law. In the event
that any withholding or deduction from any covered payment is required in respect of
any Taxes, then AGCO Germany shall:






	 	(i)	 	promptly upon becoming aware that it must make a deduction or
withholding (or that there is any change in the rate or the basis of such
deduction or withholding) notify the Company accordingly. Similarly the Company
shall notify AGCO Germany on becoming so aware in respect of a covered payment;
	 
	 	(ii)	 	withhold or deduct the required amount from such payment;
	 
	 	(iii)	 	pay (or procure the payment of) directly to the relevant
authority the full amount required to be so withheld or deducted;
	 
	 	(iv)	 	within 30 days of making such a payment in (iii) above, forward
to the recipient an official receipt or other documentation satisfactory to
such recipient evidencing such payment to such authority; and
	 
	 	(v)	 	except in the case of Excluded Taxes, pay (or procure the
payment of) to the recipient such additional amount or amounts as is necessary
to ensure that the net amount actually received by the recipient will equal




22









 






	 	 	 	the full amount such recipient would have received had no such withholding
or deduction been required.






	 	(b)	 	The recipient and AGCO Germany shall co-operate in completing any procedural
formalities necessary for AGCO Germany to obtain authorisation under an applicable
treaty to make a payment without a (or with a lower rate of) withholding or deduction
and the recipient shall notify AGCO Germany promptly in writing if it ceases to be
entitled to an exemption from withholding or deduction under that treaty.
	 
	 	(c)	 	Moreover, if any Taxes (other than Excluded Taxes) are directly asserted
against any recipient with respect to any payment or income earned or received by such
recipient hereunder or under any other Transaction Document, (including, for the
avoidance of doubt, any value added taxes and comparable or similar taxes chargeable in
respect of any supply made by the Company hereunder) AGCO Germany, upon being notified
in writing by such recipient, shall within 30 days pay such additional amounts as shall
be necessary in order that the net amounts received and retained by the recipient after
the payment of such Taxes (including any Taxes on such additional amount) shall equal
the amount such recipient would have received had such Taxes not been asserted.
	 
	 	(d)	 	No recipient shall be entitled to be indemnified under any other indemnity
contained in any other Transaction Document in respect of Taxes directly asserted
against the recipient in the circumstances described in Clause 8.2(c) if such recipient
has already been indemnified by AGCO Germany under Clause 8.2(c).
	 
	 	(e)	 	If AGCO Germany fails to pay (or procure the payment of) any Taxes when due to
the appropriate taxing authority or fails to remit to the recipient the required
receipts or other required documentary evidence, AGCO Germany shall indemnify the
recipient for any incremental Taxes that may become payable by any recipient as a
result of any such failure except that such indemnity shall not apply to the extent
that it can be shown that (i) such recipient failed to provide reasonable written
notice to AGCO Germany of such Taxes (the amount of which AGCO Germany could not
otherwise have reasonably known would have arisen) or (ii) the Taxes arose because of
delay which was solely caused by actions or omissions of the recipient.
	 
	 	(f)	 	In the event that AGCO Germany pays an additional amount or amounts pursuant to
Clause 8.2(a)(v)(c) or (e) (an “additional tax payment”), and in the event the
recipient thereof determines acting reasonably that, as a result of such additional tax
payment, it is effectively entitled to obtain, utilise and retain a refund of any Taxes
or a tax credit in respect of Taxes which reduces the tax liability of such recipient
(a “tax saving”), then such recipient shall, to the extent it can do so without
prejudice to the amount of any other deduction, credit or relief, upon actual receipt
of such tax savings reimburse to AGCO Germany with such amount as such recipient shall
determine, acting reasonably to be the proportion of the tax savings as will leave such
recipient (after such reimbursement) in no better or worse position than it would have
been in had the payment of AGCO Germany in respect of which the foregoing




23









 







	 	 	 	additional tax payment was made not been subject to any withholding or deduction on
account of Taxes. If AGCO Germany shall have received from any recipient any amount
described in the preceding sentence and it is subsequently determined that such
recipient was not entitled to obtain, utilise or retain the amount of the tax
savings claimed, then AGCO Germany shall repay such amount to such recipient. Each
recipient shall have sole discretion to arrange its affairs (including its tax
affairs) without regard to this Clause 8.2(f) and no recipient shall be obligated to
disclose any information regarding its affairs (including its tax affairs) or
computations to AGCO Germany.
	 
	 	(g)	 	If the Company or any of its successors is treated by Section 8(1) of the UK
Value Added Tax Act of making a supply to itself (a “self supply”) of any service
supplied to it by AGCO Germany under this Agreement or any other Transaction Document
then AGCO Germany shall forthwith pay to the Company or such successor an amount equal
the amount of VAT chargeable in the self supply less the amount of credit for input tax
to which the Company or such successor is entitled in respect of the self supply.






	9.	 	MISCELLANEOUS
	 
	9.1	 	Waivers; Amendments






	 	(a)	 	No failure or delay on the part of any party hereto in exercising any power,
right or remedy under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or remedy preclude any other
further exercise thereof or the exercise of any other power, right or remedy. The
rights and remedies herein provided shall be cumulative and nonexclusive of any rights
or remedies provided by law.
	 
	 	(b)	 	Any provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by AGCO Germany, the Company and the
Agent.






	9.2	 	Notices; Payment Information
	 
	 	 	All communications and notices provided for hereunder shall be provided in the manner
described in Clause 4 (Communications) to the Schedule of Definitions.
	 
	9.3	 	Governing Law; Submission to Jurisdiction






	 	(a)	 	This Agreement and, to the extent incorporated into, applied to or deemed
repeated in this Agreement, the Schedule of Definitions shall be governed by and
construed in accordance with German law.
	 
	 	(b)	 	AGCO Germany agrees that the district court (Landgericht) of Frankfurt am Main
shall have jurisdiction to hear and determine any suit, action or proceeding, and to
settle any dispute, which may arise out of or in connection with this Agreement, any
other Transaction Document or the transactions contemplated hereby or thereby and, for
such purposes, irrevocably submits to the non-exclusive jurisdiction of such court.




24









 






	 	(c)	 	AGCO Germany for itself irrevocably waives any objection which it might now or
hereafter have to the courts referred to in Clause 9.3(b) being nominated as the forum
to hear and determine any suit, action or proceeding, and to settle any dispute, which
may arise out of or in connection with this Agreement, any other Transaction Document
or the transactions contemplated hereby or thereby and agrees not to claim that any
such court is not a convenient or appropriate forum.
	 
	 	(d)	 	The submission to the jurisdiction of the courts referred to in Clause 9.3(b)
shall not (and shall not be construed so as to) limit the right of the Company or the
Agent to take proceedings against AGCO Germany or any of its property in any other
court of competent jurisdiction, nor shall the taking of proceedings in any other
jurisdiction preclude the taking of proceedings in any other jurisdiction, whether
concurrently or not.
	 
	 	(e)	 	AGCO Germany hereby consents generally in respect of any legal action or
proceeding arising out of or in connection with this Agreement, any other Transaction
Document or the transactions contemplated hereby or thereby, to the giving of any
relief or the issue of any process in connection with such action or proceeding
including the making, enforcement or execution against any property whatsoever
(irrespective of its use or intended use) of any order or judgment which may be made or
given in such action or proceeding. Without limiting the foregoing, AGCO Germany
agrees to reimburse any successful claimant the costs of any legal action or proceeding
brought against AGCO Germany pursuant to this Clause 9.3, including the cost of all
stamp duties (if any) payable in connection therewith.






	9.4	 	Integration
	 
	 	 	This Agreement and the other Transaction Documents contain the final and complete
integration of all prior expressions by the parties hereto with respect to the subject
matter hereof and shall constitute the entire Agreement among the parties hereto with
respect to the subject matter hereof, superseding all prior oral or written understandings.






	9.5	 	Severability and Partial Invalidity






	 	(a)	 	Any term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction.
	 
	 	(b)	 	If a court of competent jurisdiction determines that any term or provision of
this Agreement as written is invalid or unenforceable, the parties agree that the court
making the determination of invalidity or unenforceability shall reduce the scope,
duration, or area of the term or provision, delete specific words or phrases, or
replace any invalid or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the invalid
or unenforceable term or provision, and this




25









 






	 	 	 	Agreement shall be enforceable as so modified after the expiration of the time
within which the court’s judgment may be appealed.






	9.6	 	Counterparts; Facsimile Delivery
	 
	 	 	This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same Agreement. Delivery
by facsimile of an executed signature page of this Agreement shall be effective as delivery
of an executed counterpart hereof.
	 
	9.7	 	Successors and Assigns; Binding Effect






	 	(a)	 	This Agreement shall be binding on the parties hereto and their respective
successors and assigns; provided that, except pursuant to the Receivables Servicing
Agreement, AGCO Germany may not assign any of its rights or delegate any of its duties
hereunder or under any of the other Transaction Documents to which it is a party
without the prior written consent of the Agent.
	 
	 	(b)	 	AGCO Germany acknowledges and consents to the provisions of Clause 9.8 (Consent
to disclosure) of the Receivables Funding Agreement which permit the CP Lender to
assign all or portions of its rights, interests and obligations in, to and under the
Transaction Documents.
	 
	 	(c)	 	Without limiting Clause 9.7(b), AGCO Germany hereby (i) agrees and consents to
the assignment by the CP Lender from time to time of all or any part of its rights
under, interest in and title to this Agreement and the Purchased Receivables and other
Asset Interests to any Program Support Provider, and (ii) consents to and acknowledges
the collateral assignment by the CP Lender of all of its rights under, interest in and
title to this Agreement and the Asset Interest to the Agent.






	9.8	 	Consent to Disclosure
	 
	 	 	AGCO Germany hereby consents to the disclosure of any non-public information with respect to
it received by the Agent or any other Secured Party to any other Lender or potential Lender,
the Agent, any nationally recognised statistical rating organisation rating the CP Lender’s
Commercial Paper, any dealer or placement agent of or depositary for the CP Lender’s
Commercial Paper, the Administrator, any Program Support Provider or any of such Person’s
counsel or accountants in relation to this Agreement or any other Transaction Document to
the extent that such disclosure is, in the reasonable opinion of the Person making such
disclosure, appropriate in the context of the transactions contemplated herein and in the
other Transaction Documents or otherwise required in connection with such Person’s
Commercial Paper or other securitisation program or any transaction contemplated therein.




26









 












	9.9	 	Confidentiality






	 	(a)	 	AGCO Germany hereby agrees that it will not disclose the contents of this
Agreement or any other Transaction Document or any other proprietary or confidential
information disclosed to it by the Agent, the Administrator, any other Secured Party or
any Program Support Provider, respectively, to any other Person except (i) its auditors
and attorneys, employees or financial advisors (other than any commercial bank) and any
nationally recognised statistical rating organisation, provided such auditors,
attorneys, employees, financial advisors or rating agencies are informed of the highly
confidential nature of such information, (ii) an alternative commercial source of
financing in connection with a potential refinancing of the Advances in the event that
any Liquidity Lender shall have refused to extend the Commitment Termination Date
pursuant to Clause 2.10 (Non-renewing Liquidity Lenders) of the Liquidity Agreement, or
(iii) as otherwise required by applicable Law, by any order of a court of competent
jurisdiction or by any governmental, taxation or regulatory authority.
	 
	 	(b)	 	Subject to Clause 9.8 (Consent to disclosure), the Agent hereby agrees that it
will not disclose this Agreement or any other Transaction Document or the terms thereof
or any confidential information of or with respect to AGCO Germany to any other Person
except as otherwise required by applicable Law, the applicable rules of any stock
exchange or similar body or order of a court of competent jurisdiction.






	9.10	 	No Bankruptcy Petition
	 
	 	 	AGCO Germany hereby covenants and agrees that:






	 	(a)	 	prior to the date which is one (1) year and one (1) day after the payment in
full of all outstanding Commercial Paper or other rated indebtedness of the CP Lender,
it will not institute against, or join any other Person in instituting against, the CP
Lender any proceeding of a type referred to in the definition of Insolvency Event; and
	 
	 	(b)	 	prior to the date which is two years (2) and one (1) day after the Final Payout
Date, it will not institute against, or join any other Person in instituting against,
the Company any proceeding of a type referred to in the definition of Insolvency Event.






	9.11	 	No Recourse






	 	(a)	 	AGCO Germany acknowledges and agrees that the obligations of the CP Lender
under the Receivables Funding Agreement and any other Transaction Document to which it
is a party are solely the corporate obligations of the CP Lender and shall be payable
solely to the extent of funds received from Collections or from any party to any
Transaction Document in accordance with the terms thereof in excess of funds necessary
to pay matured and maturing Commercial Paper.




27









 






	 	(b)	 	Notwithstanding anything to the contrary contained in this Agreement and save
as provided for in the Receivables Funding Agreement, the obligations of the Company
under this Agreement and all other Transaction Documents to which it is a party are
solely the corporate obligations of the Company and shall be payable solely to the
extent of funds received by the Company and available for application thereto in
accordance with the terms of the Servicing Agreement and the other Transaction
Documents.






	9.12	 	Third Party Beneficiary
	 
	 	 	This Agreement constitutes a contract for the benefit of third parties (Vertrag Zugunsten
Dritter) in favour of the Secured Parties with respect to the provisions hereof which
expressly contemplate performance of obligations in favour of the Secured Parties, and AGCO
Germany hereby grants the Secured Parties irrevocable third party rights under Section 328
of the German Civil Code with respect to such obligations and confirms that the Secured
Parties shall have the right to claim directly for damages for the non-performance of any
such obligation (Schadensersatz wegen Nichterfüllung) pursuant to Sections 280 et seq. of
the German Civil Code.
	 
	9.13	 	Characterisation
	 
	 	 	For the avoidance of doubt, the parties confirm their intention that any purchase and
transfer under or pursuant to this Agreement shall constitute a true sale of the Purchased
Receivables and the Related Assets and not a security arrangement for any obligations of
AGCO Germany. Following transfer of the Purchased Receivables and the Related Assets, the
Company shall have full and unencumbered title to, and interest in, and shall be free to
dispose of, the Purchased Receivables and the Related Assets and shall be fully entitled to
receive and retain for its own account any Collections in respect of the Purchased
Receivables. AGCO Germany shall not be liable for the credit risk relating to a Purchased
Receivable and the parties agree that the credit risk (Delkredereriskiko) relating to all
Purchased Receivables shall pass from AGCO Germany to the Company. Except as specifically
provided in this Agreement, each sale of a Receivable hereunder is made without recourse to
AGCO Germany and AGCO Germany shall not be liable for the collectibility of such Receivable;
provided that:






	 	(a)	 	AGCO Germany shall be liable to the Company for all representations, warranties
and covenants made by them pursuant to the terms of this Agreement (including but not
limited to the existence of a Purchased Receivable); and
	 
	 	(b)	 	such sale does not constitute and is not intended to result in an assumption by
the Company or any assignee thereof of any obligation of AGCO Germany or any other
Person arising in connection with the Purchased Receivables, the Related Assets, or the
related Contracts or any other obligations of the Originators.






	9.14	 	Waiver with respect to Agents
	 
	 	 	The parties to this Agreement acknowledge and accept that this Agreement provides that
certain of the parties hereto will, for certain purposes, act as the agent of one or




28









 






	 	 	more of the other parties hereto and that, whilst so acting as agent, such parties may also
act as the counterparty to their principal for certain transactions effected pursuant to
this Agreement. Each party hereto hereby irrevocably waives all and any rights to challenge
any such transactions on the basis of any other party acting for the same transaction as its
agent and as its counterparty in accordance with the terms of this Agreement.
	 
	9.15	 	Mitigation






	 	(a)	 	The Company shall, in consultation with the AGCO Germany, take all reasonable
steps (other than the sale of any Purchased Receivables) to mitigate any circumstances
which arise and which would result in any amount becoming payable under or pursuant to
Clause 8.2 (Taxes) including (but not limited to) transferring its rights and
obligations under the Transaction Documents to another Affiliate.
	 
	 	(b)	 	The taking of any action by the Company under Clause 9.15(a) above shall be
subject to the following conditions:






	 	(i)	 	AGCO Germany shall indemnify the Company against any reasonable
costs incurred by the Company in taking any mitigating action; and
	 
	 	(ii)	 	the Company shall not be obliged to take any action under
Clause 9.15(a) which in its reasonable opinion would be materially prejudicial
to it.






	 	 	EXECUTION
	 
	 	 	The parties hereto have shown their acceptance of the terms of this Agreement by executing
it below.




29









 











EXECUTION




	 	 	 
	SIGNED by,                                         ,

                                        ,
duly authorised for

and on behalf of AGCO GMBH


	 	)

)

)
	 
	 	 
	SIGNED by                                         ,

                    , duly authorised for

and on behalf of AGCO RECEIVABLES

LIMITED

	 	)

)
	 
	 	 
	SIGNED by,                                         

                    , duly authorised for

and on behalf of AGCO LIMITED

	 	)

)
	 
	 	 
	SIGNED by,                                          duly

authorised for and on behalf of

COOPERATIEVE CENTRALE

RAIFFEISEN-BOEREN-LEENBANK

B.A. (TRADING AS RABOBANK

INTERNATIONAL), LONDON

BRANCH

	 	)

)

)

)

)

)







1









 






			
	EXECUTION COPY
	 	 






Dated 13 October 2006





	 	(1)	 	AGCO RECEIVABLES LIMITED as
Company
	 
	 	(2)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (TRADING AS RABOBANK
INTERNATIONAL), LONDON BRANCH as Agent






 






DEED OF CHARGE AND ASSIGNMENT





 











LONDON




 









 





CONTENTS




	 	 	 	 	 
	Clause	 	Page
	1.   Definitions and interpretation
	 	 	1	 
	2.   Covenant to pay
	 	 	3	 
	3.   Security
	 	 	3	 
	4.   Crystallisation of floating charge
	 	 	6	 
	5.   Perfection of security and further assurance
	 	 	7	 
	6.   Negative pledge and disposals
	 	 	8	 
	7.   Enforcement
	 	 	8	 
	8.   Right of appropriation
	 	 	10	 
	9.   Appointment of Receiver
	 	 	10	 
	10. Appointment of Administrator
	 	 	12	 
	11. Application of proceeds
	 	 	13	 
	12. General security provisions
	 	 	13	 
	13. Power of attorney
	 	 	14	 
	14. Release of security
	 	 	15	 
	15. Prior Security Interests
	 	 	15	 
	16. Agent provisions
	 	 	15	 
	17. Receivables Funding Agreement provisions
	 	 	19	 
	18. Miscellaneous
	 	 	19	 






Schedules




1.     Notice of Assignment of Assigned Document

2.     Notice of Charge

3.     Pledged Receivables

4.     Spanish Pledge Agreement




 









 




THIS DEED is dated 13 October 2006 and made between:





	(1)	 	AGCO RECEIVABLES LIMITED, a company incorporated under
English law (the “Company”); and
	 
	(2)	 	COÖPERATIEVE CENTRALE RAIFEISEN-BOERENLEENBANK B.A. (trading as RABOBANK INTERNATIONAL),
LONDON BRANCH, as security trustee for the Secured Parties (in
such capacity the “Agent”).





BACKGROUND:





	(A)	 	By the Receivables Funding Agreement, the CP Lender has made available to the Company a
receivables funding facility of up to Euro 100,000,000.
	 
	(B)	 	The Agent holds the benefit of this Deed, including the security created and other rights
granted in it, on trust for the Secured Parties.
	 
	(C)	 	The provision of this Deed is a condition precedent to the obligations of the CP Lender under
the Receivables Funding Agreement. This is the “Security Agreement” as defined in the Schedule
of Definitions.
	 
	(D)	 	This document is the deed of the Company, even if it has not been duly executed by the Agent
or has been executed by the Agent but not as a deed.





THIS DEED WITNESSES that:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Terms defined in the Schedule of Definitions
	 
	 	 	In this Deed, unless otherwise defined herein or the context otherwise requires, capitalised
terms have the meanings set out in the Master Schedule of Definitions, Interpretations and
Construction, dated the Closing Date and signed by the parties hereto and others for the
purposes of identification (the “Schedule of Definitions”).
	 
	1.2	 	Definitions
	 
	 	 	In addition, in this Deed:
	 
	 	 	“Administrator” means any administrator appointed to manage the affairs, business and assets
of the Company under this Deed.
	 
	 	 	“Assigned Documents” means the documents assigned to the Agent pursuant to Clause 3.1
(Assignment).
	 
	 	 	“German Affected Assets” means all Affected Assets governed by the laws of Germany.
	 
	 	 	“IA” means the Insolvency Act 1986.




1









 






	 	 	“Instrument” means any document (which term includes any form of writing) under which any
obligation is evidenced or undertaken or any Security Interest (or right in any Security
Interest) is granted or perfected or purported to be granted or perfected.
	 
	 	 	“Losses” means losses (including loss of profit), claims, demands, actions, proceedings,
damages and other payments, costs, expenses and other liabilities of any kind.
	 
	 	 	“LPA” means the Law of Property Act 1925.
	 
	 	 	“Notice of Assignment” means a notice of assignment substantially in the form set out in
Schedule 1 (Notice of Assignment of Assigned Document) or in such other form as may be
specified by the Agent.
	 
	 	 	“Notice of Charge” means a notice of charge substantially in the form set out in Schedule 2
(Notice of Charge) or in such other form as may be specified by the Agent.
	 
	 	 	“Receiver” means any receiver, receiver and manager or administrative receiver appointed by
the Agent over all or any of the Security Assets under this Deed whether solely, jointly,
severally or jointly and severally with any other person and includes any substitute for any
of them appointed from time to time.
	 
	 	 	“Secured Obligations” means all monies from time to time due or owing, and all obligations
and other actual or contingent liabilities from time to time incurred, by the Company to any
Secured Party under the Transaction Documents:






	 	(a)	 	in whatever currency;
	 
	 	(b)	 	whether due, owing or incurred alone or jointly with others or as principal,
surety or otherwise; and
	 
	 	(c)	 	including monies and liabilities purchased by or transferred to the relevant
Secured Party,






	 	 	but excluding any money, obligation or liability which would cause the covenant set out in
Clause 2.1 (Covenant to pay) or the security which would otherwise be constituted by this
Deed to be unlawful or prohibited by any applicable law or regulation.
	 
	 	 	“Security” means the security from time to time constituted by or in accordance with this
Deed.
	 
	 	 	“Security Interest” means a mortgage, charge, pledge, lien or other security interest
securing any obligation of any person or any other agreement or arrangement having a similar
effect.
	 
	 	 	“Spanish Affected Assets” means all Affected Assets governed by the laws of Spain.
	 
	1.3	 	Interpretation and construction






	 	(a)	 	The principles of interpretation, construction and calculation set forth in
Clauses 2 and 3 of the Schedule of Definitions apply to this Deed as if fully set forth
herein.




2









 






	 	(b)	 	In addition, in this Deed, any reference to:






	 	(i)	 	“including” means “including without limitation” (with related
words being construed accordingly), “in particular” means “in particular but
without limitation” and other general words shall not be given a restrictive
interpretation by reason of their being preceded or followed by words
indicating a particular class of assets, matters or things; and
	 
	 	(ii)	 	a “right” includes any estate, interest, claim, remedy, power,
authority, discretion or other right of any kind, both present and future.






	1.4	 	Amendments to Schedule of Definitions
	 
	 	 	No amendment, restatement, supplement or other modification to the Schedule of Definitions
after the date of this Deed shall affect the terms of this Deed unless approved in writing
by the parties to this Deed.
	 
	2.	 	COVENANT TO PAY
	 
	 	 	The Company covenants with the Agent that it shall pay and discharge, or procure the payment
or discharge of, each of the Secured Obligations at the time and in the manner provided in
the relevant Instrument for their payment or discharge by the Company.
	 
	3.	 	SECURITY
	 
	3.1	 	Assignment






	 	(a)	 	As security for the payment and discharge of the Secured Obligations, the
Company with full title guarantee assigns absolutely to the Agent all its rights in, to
and under:






	 	(i)	 	the Affected Assets; and
	 
	 	(ii)	 	the Transaction Documents, including this Deed,






	 	 	 	in each case, including all rights to receive payment of any amounts which may
become payable to the Company, all payments received by the Company, all rights to
serve notices and/or to make demands and/or to take such steps as may be required to
cause payments to become due and payable, all rights of action in respect of any
breach and all rights to receive damages or obtain other relief.
	 
	 	(b)	 	For the avoidance of doubt, the Company will remain at all times liable in
respect of all of its obligations under and relating to each of the Security Assets to
the same extent as if the Security had not been created and none of the Agent or any
other Secured Party will be under any obligation or liability to the Company or to any
other person under or in respect of the Security Assets.




3









 












	3.2	 	Fixed charge over accounts
	 
	 	 	As security for the payment and discharge of the Secured Obligations, the Company with full
title guarantee charges by way of first fixed charge to the Agent all the Company’s rights
in, to and under each Company Account, and all sums of money which may now be, or after the
date of this Deed are from time to time, standing to the credit of any of the Company
Accounts together with all interest accruing from time to time on those balances and the
debts represented by those balances and the benefit of all covenants relating to the Company
Accounts and all powers and remedies for enforcing the same.
	 
	3.3	 	Floating charge
	 
	 	 	As security for the payment and discharge of the Secured Obligations, the Company with full
title guarantee charges by way of first floating charge the whole of its undertaking and
other assets, other than assets validly and effectively charged or assigned pursuant to this
Deed or any other Transaction Document (whether at law or in equity) by way of fixed
security under the laws of England and Wales. Schedule B1, Paragraph 14 IA shall apply to
the floating charge contained in this Deed.
	 
	3.4	 	German Security






	 	(a)	 	Notwithstanding any other provision in this Clause 3, the Company hereby
transfers (Sicherungsabtretung, Sicherungsübereignung) as security for the Secured
Obligations to the Agent for the benefit of the Secured Parties (in each case,
including the rights to alter the legal relationship if any (Gestaltungsrechte)):






	 	(i)	 	all German Affected Assets sold and transferred to the Company
under the German Receivables Transfer Agreement and all rights arising from
such German Affected Assets; and
	 
	 	(ii)	 	all its claims and other rights arising from the Transaction
Documents to the extent such Transaction Documents are governed by German law;






	 	 	 	(together, the “German Security” and with the rights of the Company therein, the
“German Security Assets”).
	 
	 	(b)	 	The Agent hereby accepts the transfer of the German Security hereunder.
	 
	 	(c)	 	To the extent that German Security Assets are not in existence or the Company
does not have title to such German Security Assets on the date of this Deed, the German
Security Assets shall be transferred to the Agent pursuant to this Clause 3.4 on the
date on which such German Security Assets arise or title to such German Security Assets
is transferred to the Company.
	 
	 	(d)	 	To the extent that title to any of the German Security Assets cannot be
transferred by mere agreement between the Company and the Agent as contemplated by
Clauses 3.4(a) through 3.4(c), the Company and the Agent agree that:




4









 












	 	(i)	 	any transfer of possession (Übergabe) necessary to transfer
title in or to the German Security Assets, in particular, in relation to
cheques or bills of exchange is hereby replaced by the Company holding such
assets in custody for the Agent free of charge (unentgeltliche Verwahrung) or,
insofar as the Company has no direct possession (unmittelbaren Besitz) of any
German Security Asset, the Company hereby assigning to the Agent all claims for
return (Herausgabeansprüche) against the relevant persons who are in actual
possession of such asset and, as the case may be, all other persons having
indirect possession (mittelbaren Besitz) of such German Security Asset; and
	 
	 	(ii)	 	any other Instruments, other documents and other acts and
things necessary or, in the opinion of the Agent, desirable to perfect a first
priority Security Interest of the Agent in the German Security Assets shall be
immediately executed or done by the Company upon request by the Agent.






	 	(e)	 	Any notice to be given in connection with the German Security, in particular
its enforcement, shall immediately be given by the Company in such form as the Agent
may require and if the Company fails to give such notice, the Agent shall be
irrevocably authorised to give such notice on behalf of the Company upon the occurrence
of a Termination Event.






	3.5	 	Spanish Security






	 	(a)	 	Notwithstanding any other provision in this Clause 3, as security for the
fulfilment by the Company of all the Secured Obligations and up to an amount of Euro
100,000,000, the Company hereby grants an in rem right of pledge (hereinafter, the
“Spanish Pledge”) in favour of the Agent over the Credit Rights (as defined below). The
Agent hereby accepts the Spanish Pledge granted herein over the Credit Rights.
	 
	 	(b)	 	For the purposes of this Clause 3.5 and Schedule 4 (Spanish Pledge Agreement),
the terms and expressions indicated below, when they appear in capital letters, will
have the following meaning:






	 	(i)	 	“Credit Rights” means (a) the Purchased Receivables transferred
by AGCO Iberia and, thus, owned by the Company, according to the provisions of
the Spanish Receivables Transfer Agreement and (b) any rights arising in favour
of the Company vis-à-vis AGCO Iberia under the Spanish Receivables Transfer
Agreement and any other documents executed as a result of the provisions
contained in the Spanish Receivables Transfer Agreement; and
	 
	 	(ii)	 	“Parties” means the Company and the Agent, acting on its behalf
and on behalf of the Secured Parties.






	 	(c)	 	Schedule 3 (Pledged Receivables) includes a list of the Purchased Receivables
owned at the date hereof by the Company and hereby pledged in favour of the Agent,
under Clause 3.5(a) (the “Pledged Receivables”). The list attached as Schedule 3
(Pledged Receivables) will be updated on a monthly basis by




5









 






	 	 	 	means of a notarial deed
executed by the Parties before a Spanish Notary Public, in which the Purchased
Receivables transferred by AGCO Iberia and owned by the Company from time to time will
be included and, thus, considered as pledged under Clause 3.5(a) (i.e. as Pledged
Receivables). For the avoidance of doubt, such updated list may be in the form of an
Accounts receivable Listing.
	 
	 	(d)	 	It is hereby acknowledged and agreed by the Parties that the security granted
in Clause 3.5(a) shall take effect in accordance with the provisions set out in
Schedule 4 (Spanish Pledge Agreement) which, in respect of the Spanish Pledge only,
forms a part of this Deed for all purposes.
	 
	 	(e)	 	The Parties hereby agree to notarise this Deed before a Spanish Notary Public
on the first date on which the Purchased Receivables are transferred by AGCO Iberia
according to the Spanish Receivables Transfer Agreement.
	 
	 	(f)	 	This Spanish Pledge shall be governed by Spanish common law. However, should
any of the Credit Rights pledged under this Clause 3.5 be located in Catalonia (Spain),
the specific Catalan regime on securities contained in Catalan Law 5/2006, of May 10th
(“Law 5/2006”), will apply. The Parties hereby, expressly waiving their rights, in
respect of the Spanish Pledge only, to any other jurisdiction, agree to submit to the
jurisdiction of the Courts of the City of Madrid for the resolution of any claims or
disputes that may arise in connection with the Spanish Pledge.






	4.	 	CRYSTALLISATION OF FLOATING CHARGE
	 
	4.1	 	Crystallisation by notice
	 
	 	 	The Agent may at any time convert the floating charge created by the Company in Clause 3.3
(Floating charge) into a fixed charge with immediate effect:






	 	(a)	 	if a Termination Event has occurred;
	 
	 	(b)	 	by notice in writing to the Company as regards any Security Asset specified in
such notice if the Agent considers that:






	 	(i)	 	any Security Asset may be in danger of being seized or sold
pursuant to any form of legal process or otherwise in jeopardy; or
	 
	 	(ii)	 	it is desirable to protect the priority of the Security.






	4.2	 	Automatic crystallisation
	 
	 	 	The floating charge created by the Company in Clause 3.3 (Floating charge) shall
automatically (without notice to the Company) be converted into a fixed charge with
immediate effect as regards all assets subject to the floating charge if:






	 	(a)	 	the Company creates a Security Interest (other than in accordance with the
Transaction Documents) over any Security Asset or attempts to do so or any Security
Asset is disposed of contrary to Clause 6.2 (No disposals) or is otherwise in jeopardy;




6









 






	 	(b)	 	any person levies or attempts to levy any distress, execution, sequestration or
other process against any Security Asset; or
	 
	 	(c)	 	the Agent receives notice of a proposal or intention to wind up, or appoint an
administrator of, the Company or if the Company is wound up or has an administrator
appointed.






	 	 	Nothing in this Clause 4 shall affect the crystallisation of the floating charge created by
the Company under applicable law and regulation.
	 
	5.	 	PERFECTION OF SECURITY AND FURTHER ASSURANCE
	 
	5.1	 	Notice of Assignment
	 
	 	 	The Company shall:






	 	(a)	 	promptly deliver (with a copy to the Agent) a Notice of Assignment, duly
completed, to any other party to an Assigned Document specified by the Agent; and
	 
	 	(b)	 	procure that each addressee of a Notice of Assignment acknowledges that Notice
of Assignment in the form attached to that Notice of Assignment (or in such other form
as the Agent may approve).






	5.2	 	Notice of Charge






	 	(a)	 	The Company shall:






	 	(i)	 	promptly deliver (with a copy to the Agent) a Notice of Charge,
duly completed, to any bank specified by the Agent, being a bank with which any
of each Company Account or its other bank accounts are opened or maintained;
and
	 
	 	(ii)	 	procure that each addressee of a Notice of Charge acknowledges
that Notice of Charge in the form attached to that Notice of Charge (or in such
other form as the Agent may approve).






	 	(b)	 	The execution of this Deed by the Company and the Agent shall constitute notice
to the Agent of the charge over any Company Account or other bank account of the
Company opened or maintained with the Agent.






	5.3	 	Further assurance
	 
	 	 	The Company shall at the request of the Agent and at its own expense promptly execute (in
such form as the Agent may reasonably require) any Instruments or other documents and
otherwise do any acts and things which the Agent may require to improve, preserve, perfect
or protect the security created (or intended to be created) by this Deed or the priority of
it or to facilitate the realisation or enforcement of it or to exercise any of the rights of
the Agent or any Receiver in relation to the same.




7









 






	5.4	 	Covenants for title
	 
	 	 	The obligations of the Company under this Deed shall be in addition to the covenants for
title deemed to be included in this Deed by virtue of Part 1 Law of Property (Miscellaneous
Provisions) Act 1994.
	 
	5.5	 	Acting on behalf of Company
	 
	 	 	If the Company for any reason fails to observe or punctually to perform any of its
obligations to the Agent, whether under this Deed or any of the Transaction Documents, the
Agent shall have power, on behalf of or in the name of the Company or otherwise, to perform
the obligation and to take any steps which the Agent may (but shall not be obliged to do
so), in its absolute discretion, consider appropriate with a view to remedying, or
mitigating the consequences of, the failure, but so that the exercise of this power, or the
failure to exercise it, shall in no circumstances prejudice the Agent ‘s other rights under
this Deed.
	 
	6.	 	NEGATIVE PLEDGE AND DISPOSALS
	 
	6.1	 	Negative pledge
	 
	 	 	The Company undertakes that it will not, at any time prior to the Final Payout Date, create
or permit to subsist any Security Interest over any Security Asset except as expressly
permitted by the Transaction Documents.
	 
	6.2	 	No disposals
	 
	 	 	The Company undertakes that it will not, at any time prior to the Final Payout Date, dispose
of (or agree to dispose of) any Security Asset except as expressly permitted by the
Transaction Documents.
	 
	7.	 	ENFORCEMENT
	 
	7.1	 	Enforcement
	 
	 	 	On or at any time after the occurrence of a Termination Event:






	 	(a)	 	the Agent may at any time (notwithstanding any conflicting agreement or
arrangement) by notice to the Company render the Secured Obligations (or such of them
as the Agent may specify) immediately due and payable or payable immediately on demand;
	 
	 	(b)	 	the Security shall become immediately enforceable and the Agent may enforce all
or any of its rights under this Deed as it thinks fit. In particular, it may without
further notice exercise in relation to the Security Assets:






	 	(i)	 	the power of sale and all other powers conferred on mortgagees
by the LPA (or otherwise by law) an administrative receiver by the IA, in
either case as extended or otherwise amended by this Deed;
	 
	 	(ii)	 	to the extent that Clause 8 (Right of appropriation) applies,
the power to appropriate the Security Assets in or towards the payment and
discharge




8









 






	 	 	 	of the Secured Obligations in accordance with Clause 8.2 (Exercise of
right of appropriation); and
	 
	 	(iii)	 	(without first appointing a Receiver) any or all of the rights
which are conferred by this Deed (whether expressly or by implication) on a
Receiver.






	7.2	 	LPA provisions






	 	(a)	 	The Secured Obligations shall be deemed for the purposes of all powers implied
by statute to have become due and payable within the meaning of s101 LPA immediately on
the execution of this Deed.
	 
	 	(b)	 	s93(1) LPA (restriction on the consolidation of mortgages), s103 LPA
(restricting the power of sale) and s109 LPA (restricting the power to appoint a
receiver) shall not apply to the Security.






	7.3	 	Protection of third parties






	 	(a)	 	No purchaser or other person dealing with a Receiver or the Agent shall be
bound to enquire whether its right to exercise any of its rights has arisen or become
exercisable, or be concerned as to the application of any money paid, raised or
borrowed or as to the propriety or regularity of any sale by or other dealing with that
Receiver or the Agent.
	 
	 	(b)	 	All of the protection to purchasers contained in ss104 and 107 LPA and s42(3)
IA shall apply to any person purchasing from or dealing with a Receiver or the Agent as
if the Secured Obligations had become due and the statutory powers of sale and of
appointing a Receiver in relation to the Security Assets had arisen on the date of this
Deed.






	7.4	 	Delegation






	 	(a)	 	The Agent may delegate to any person or persons all or any of the rights which
are exercisable by it under this Deed. A delegation under this Clause may be made in
any manner (including by power of attorney) and on any terms (including power to
sub-delegate) which the Agent may think fit.
	 
	 	(b)	 	A delegation under Clause 7.4(a) shall not preclude the subsequent exercise of
those rights by the Agent itself nor preclude the Agent from making a subsequent
delegation of them to another person or from revoking that delegation.
	 
	 	(c)	 	The Agent shall not be liable or responsible to the Company for any loss or
damage arising from any act, default, omission or misconduct on the part of any
delegate or sub-delegate.






	7.5	 	No liability
	 
	 	 	None of the Agent, any Receiver or any Administrator shall be liable as a mortgagee in
possession or otherwise to account in relation to all or any part of the Security Assets for
any loss on realisation or for any other action, default or omission for which it or he
might be liable.




9









 












	8.	 	RIGHT OF APPROPRIATION
	 
	8.1	 	Application of right of appropriation
	 
	 	 	This Clause 8 applies to the extent the Security Assets constitute “financial collateral”
and this Deed constitutes a “financial collateral arrangement” (within the meaning of the
Financial Collateral Arrangements (No. 2) Regulations 2003).
	 
	8.2	 	Exercise of right of appropriation
	 
	 	 	If and to the extent that this Clause 8 applies, the Agent may appropriate the Security
Assets. If the Agent exercises its right of appropriation then it shall for these purposes
value:






	 	(a)	 	any relevant Company Account or other bank account and the amount standing to
the credit of that account, together with any accrued interest not credited to the
account, at the time of the appropriation; and
	 
	 	(b)	 	any other relevant Security Asset by reference to an independent valuation or
other procedure determined by the Agent, acting reasonably, at the time of the
appropriation.






	9.	 	APPOINTMENT OF RECEIVER
	 
	9.1	 	Appointment of Receiver
	 
	 	 	Without prejudice to any statutory or other powers of appointment of the Agent under the LPA
as extended by this Deed or otherwise, at any time after this Security has become
enforceable or if the Company so requests in writing at any time the Agent may without
further notice to the Company do any of the following:






	 	(a)	 	appoint by deed or otherwise (acting through a duly authorised officer) any one
or more persons qualified to act as a Receiver to be a Receiver of all or any part of
the Security Assets;
	 
	 	(b)	 	either at the time of appointment or any time after that appointment fix his or
their remuneration (without being limited by the maximum rate specified in s109(6)
LPA); and
	 
	 	(c)	 	(except as otherwise required by statute) remove any Receiver and appoint
another or others in his or their place.






	9.2	 	Powers of Receiver
	 
	 	 	Every Receiver shall have in relation to the Security Assets (every reference in this Clause
9.2 to “Security Assets” being a reference only to all or any part of the Security Assets in
respect of which that Receiver was appointed) the powers granted by the LPA to any receiver
appointed under it or to any mortgagor or mortgagee in possession and (whether or not the
Receiver is an administrative receiver) the powers granted by the IA to any administrative
receiver, all as varied and extended by this Deed. In addition, but without limiting the
preceding sentence, every Receiver shall have power to do the following:




10









 












	 	(a)	 	Collection: enter on, take possession of, collect and get in the Security
Assets and collect and get in all rents and other income whether accrued before or
after the date of his appointment and for those purposes make any demands and take any
actions or other proceedings which may seem to him expedient;
	 
	 	(b)	 	Compliance with Agreement: comply with and perform all or any of the acts,
matters, omissions or things undertaken to be done or omitted by the Company under this
Deed;
	 
	 	(c)	 	Dealing with Security Assets: sell or otherwise dispose of the Security Assets,
grant rights or options over or in respect of them and surrender, accept the surrender
or vary any agreement or arrangement relating to them. This power may be exercised
without the need to comply with ss99 and 100 LPA. Any disposal or other dealing under
this Clause 9.2(d) may be effected in the manner and on the terms which he thinks fit,
for consideration consisting of cash, debentures or other obligations, shares or other
valuable consideration and this consideration may be payable in a lump sum or by
instalments spread over a period as he may think fit;
	 
	 	(d)	 	Dealing with third parties: appoint or dismiss officers, employees, contractors
or other agents and employ professional advisers and others on such terms (as to
remuneration and otherwise) as he may think fit;
	 
	 	(e)	 	Agreements: perform, repudiate, terminate, amend or enter into any arrangement
or compromise any contracts or agreements which he may consider expedient;
	 
	 	(f)	 	Proceedings: settle, arrange, compromise or submit to arbitration any accounts,
claims, questions or disputes which may arise in connection with the business of the
Company or the Security Assets and bring, prosecute, defend, enforce, compromise,
submit to and discontinue any actions, suits, arbitrations or other proceedings;
	 
	 	(g)	 	Rights in connection with Security Assets: exercise or permit the Company or
any nominee of the Company to exercise any rights incidental to the ownership of the
Security Assets in such manner as he may think fit;
	 
	 	(h)	 	Assets and rights: purchase or otherwise acquire any assets or rights of any
description which he shall consider necessary or desirable for the realisation of the
Security Assets;
	 
	 	(i)	 	Receipts and discharges: give valid receipts for all monies and execute all
discharges and other documents which may be proper or desirable for realising the
Security Assets and redeem, discharge or compromise any Security Interest whether or
not having priority to the Security or any part of it;
	 
	 	(j)	 	All other acts: execute and do all such other acts, things and documents as he
may consider necessary or desirable for the realisation or preservation of the Security
Assets or incidental or conducive to any of the rights conferred on or vested in him
under or by virtue of this Deed or otherwise and exercise and do in relation to the
Security Assets, and at the cost of the Company, all the rights




11









 






	 	 	 	and things which he
would be capable of exercising or doing if he were the absolute beneficial owner of the
same; and
	 
	 	(k)	 	Name of Company: use the name of the Company or his own name to exercise all or
any of the rights conferred by this Deed.






	9.3	 	Agent of the Company
	 
	 	 	Any Receiver appointed under this Deed whether acting solely or jointly shall be deemed to
be the agent of the Company and to be in the same position as a receiver appointed under the
LPA and the Company shall be solely responsible for his acts, omissions, defaults, losses
and misconduct and for his remuneration and the Agent shall not be in any way liable or
responsible either to the Company or to any other person for any Receiver.
	 
	9.4	 	Joint appointment
	 
	 	 	If at any time two or more persons have been appointed as Receivers of the same Security
Assets, each one of those Receivers shall be entitled to exercise individually all of the
rights conferred on Receivers under this Deed to the exclusion of the other or others in
relation to any of the Security Assets in respect of which he has been appointed unless the
Agent shall state otherwise in the document appointing him.
	 
	10.	 	APPOINTMENT OF ADMINISTRATOR
	 
	10.1	 	Appointment of Administrator






	 	(a)	 	The Agent may without notice appoint any one or more persons to be an
administrator of the Company pursuant to Schedule B1, Paragraph 14 IA at any time after
this Security has become enforceable.
	 
	 	(b)	 	Clause 10.1(a) shall not apply to the Company if Schedule B1, Paragraph 14 IA
does not permit an administrator of the Company to be appointed.
	 
	 	(c)	 	Any appointment under Clause 10.1(a) shall be in writing signed by a duly
authorised officer of the Agent.






	10.2	 	Replacement of an Administrator
	 
	 	 	The Agent may (subject to any necessary approval from the court) end the appointment of any
Administrator by notice in writing signed by a duly authorised officer and appoint under
Clause 10.1 a replacement for any Administrator whose appointment ends for any reason.
	 
	11.	 	APPLICATION OF PROCEEDS
	 
	 	 	Any monies received by the Agent or any Receiver under this Deed or under the rights
conferred by this Deed shall, after the occurrence of a Termination Event and payment of any
claims having priority to this Security, be applied in the following order, but without
prejudice to the right of the Agent to recover any shortfall from the Company:




12









 












	 	(a)	 	where applicable, in payment of all Losses of and incidental to the appointment
of the Receiver and the exercise of all or any of his powers;
	 
	 	(b)	 	where applicable, in payment of the Receiver’s remuneration at such rate as may
be agreed with the Agent;
	 
	 	(c)	 	in accordance with Clause 4 (Allocation, deposit and distribution of
Collections) of the Servicing Agreement; and
	 
	 	(d)	 	if the Company is not under any further actual or contingent liability under
the Transaction Documents, in payment of the surplus (if any) to the person or persons
entitled to it.






	 	 	The application of monies received by an Administrator will be governed by the IA.
	 
	12.	 	GENERAL SECURITY PROVISIONS
	 
	12.1	 	Continuing security
	 
	 	 	This Deed is a continuing security and regardless of any intermediate payment or discharge
in whole or in part to any Secured Party, shall be binding until the Final Payout Date.
	 
	12.2	 	Additional security
	 
	 	 	This Deed is in addition to and is not in any way prejudiced by any other guarantee or
Security Interest now or subsequently held by or on behalf of the Agent or any other Secured
Party.
	 
	12.3	 	Waiver of defences
	 
	 	 	The obligations of the Company under this Deed will not be discharged, impaired or otherwise
affected by any act, omission, matter or thing which, but for this Clause 12.3, would
reduce, release or prejudice any of its obligations under this Deed, including (whether or
not known to it or the Agent):






	 	(a)	 	any time, waiver, consent or other indulgence granted to, or composition with,
the Company or any other person;
	 
	 	(b)	 	the release of the Company or any other person under the terms of any
composition or arrangement with any creditor;
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, take up or enforce, any rights against, or Security Interest
over the assets of, the Company or any other person or any non-presentation or
non-observance of any formality or other requirement in respect of any Instrument or
any failure to take, or failure to realise the full value of, any Security Interest;
	 
	 	(d)	 	any incapacity or lack of power, authority or legal personality of or
Insolvency or change in the members or status of the Company or any other person; or




13









 






	 	(e)	 	any disclaimer, unenforceability, illegality, invalidity or ineffectiveness of
any of the Secured Obligations or any other obligation of any person under any
Transaction Document or any other Instrument or Security Interest.






	12.4	 	Immediate recourse
	 
	 	 	The Company waives any right it may have of first requiring any Secured Party to proceed
against or enforce any Security Interest or other rights or claim payment from any other
person before claiming from it under this Deed. This waiver applies irrespective of any
applicable law and regulation or any provision of any Transaction Document to the contrary.
	 
	12.5	 	Discretion in enforcement
	 
	 	 	Until the Final Payout Date, the Agent or any Receiver may:






	 	(a)	 	refrain from applying or enforcing any other monies, Security Interests or
other rights held or received by it in respect of the Secured Obligations or apply and
enforce them in such manner and order as it sees fit (whether against the Secured
Obligations or otherwise) and the Company shall not be entitled to the benefit of the
same; and
	 
	 	(b)	 	hold in an interest-bearing suspense account any monies received from the
Company or on account of the Secured Obligations.






	13.	 	POWER OF ATTORNEY
	 
	13.1	 	Appointment
	 
	 	 	The Company irrevocably and by way of security appoints the Agent and any Receiver and every
delegate referred to in Clause 7.4 (Delegation) and each of them jointly and also severally
to be its attorney (with full powers of substitution and delegation) and in its name or
otherwise and on its behalf and as its act and deed to execute, deliver and perfect all
Instruments and other documents and do any other acts and things which may be required or
which the attorney may consider desirable:






	 	(a)	 	to carry out any obligation imposed on it by this Deed;
	 
	 	(b)	 	to carry into effect any disposal or other dealing by the Agent or any
Receiver;
	 
	 	(c)	 	to convey or transfer any right in land or any other asset;
	 
	 	(d)	 	to get in the Security Assets; and
	 
	 	(e)	 	generally to enable the Agent and any Receiver to exercise the respective
rights conferred on them by this Deed or by applicable law and regulation,






	 	 	and the Company undertakes to ratify and confirm all acts and things done by an attorney in
the exercise or purported exercise of its powers and all monies spent by an attorney shall
be deemed to be expenses incurred by the Agent under this Deed.




14









 






	13.2	 	Irrevocable power
	 
	 	 	The Company acknowledges that each power of attorney granted by Clause 13.1 is granted
irrevocably and for value as part of this Security to secure a proprietary interest of, and
the performance of obligations owed to, the donee within the meaning of s4 Powers of
Attorney Act 1971.
	 
	14.	 	RELEASE OF SECURITY
	 
	 	 	As soon as reasonably practicable after the Final Payout Date, the Agent shall release and
discharge this Security and re-assign the assets assigned to the Agent under this Deed to
the Company (or as it shall direct), at all times without recourse, representation or
warranty and subject to the provisions of the Transaction Document.
	 
	15.	 	PRIOR SECURITY INTERESTS
	 
	15.1	 	Redemption
	 
	 	 	The Agent may at any time:






	 	(a)	 	redeem, or procure the transfer to itself of, any prior Security Interest over
any Security Assets; or
	 
	 	(b)	 	settle and pass the accounts of the holder of any prior Security Interest. Any
accounts so settled and passed shall be conclusive and binding on the Company.
	 
	 	15.2	 	Costs of redemption
	 
	 	 	 	All principal monies, interest, costs, expenses and other amounts incurred in and incidental
to any redemption or transfer under Clause 15.1 shall be paid by the Company to the Agent on
demand.
	 
	16.	 AGENT PROVISIONS
	 
	16.1	 Role of the Agent






	 	(a)	 	The Agent shall hold the benefit of the Security Documents on trust for the
Secured Parties.
	 
	 	(b)	 	The Agent does not have any duties except those expressly set out in the
Transaction Documents. In particular, the Agent shall not be subject to the duty of
care imposed on trustees by the Trustee Act 2000.






	16.2	 	No fiduciary duties
	 
	 	 	The Agent shall not be bound to account to any other Secured Party for any sum or the profit
element of any sum received by it for its own account.




15









 






	16.3	 	Business with the Company
	 
	 	 	The Agent may accept deposits from, lend money to, invest in and generally engage in any
kind of banking or other business with the Company and any Affiliate of the Company.
	 
	16.4	 	Discretions of the Agent






	 	(a)	 	The Agent may rely on:






	 	(i)	 	any representation, notice, document or other communication
believed by it to be genuine, correct and appropriately authorised; and
	 
	 	(ii)	 	any statement made by a director, authorised signatory or
employee of any person regarding any matters which may reasonably be assumed to
be within his or her knowledge or within his or her power to verify.






	 	(b)	 	The Agent may assume that:






	 	(i)	 	no Termination Event has occurred (unless it has actual
knowledge of a Termination Event arising under Clause 6.1 (Events of Default)
of the Receivables Funding Agreement); and
	 
	 	(ii)	 	any right vested in any Secured Party has not been exercised.






	 	(c)	 	The Agent may engage, pay for and rely on the advice or services of any
lawyers, accountants, surveyors or other experts.
	 
	 	(d)	 	The Agent may act in relation to the Transaction Documents through its
personnel and agents.
	 
	 	(e)	 	Notwithstanding that the Agent and one or more of the other Secured Parties may
from time to time be the same entity, that entity has entered into the Transaction
Documents in those separate capacities. However, where the Transaction Documents
provide for the Agent and the other Secured Parties to provide instructions to or
otherwise communicate with one or more of the others of them, then for so long as they
are the same entity it will not be necessary for there to be any formal instructions or
other communication, notwithstanding that the Transaction Documents provide in certain
cases for the same to be in writing.
	 
	 	(f)	 	Except as otherwise expressly provided in this Deed, the Agent shall be and is
hereby authorised to assume without enquiry, in the absence of actual notice to the
contrary, that the Company and the other parties to any of the Transaction Documents
(other than the Agent) is duly performing and observing all the covenants and
provisions contained in or arising pursuant to this Deed or any other Transaction
Document respectively relating to it and on its part to be performed and observed.






	16.5	 	Responsibility for documentation
	 
	 	 	The Agent is not responsible for:




16









 












	 	(a)	 	the adequacy, accuracy and/or completeness of any information (whether oral or
written) supplied by any Secured Party, the Company or any other person given in or in
connection with any Transaction Document; or
	 
	 	(b)	 	the legality, validity, effectiveness, adequacy or enforceability of any
Transaction Document or any other agreement, arrangement or other document entered
into, made or executed in anticipation of or in connection with any Transaction
Document.






	16.6	 	Exclusion of liability






	 	(a)	 	Without limiting Clause 16.6(b), the Agent will not be liable for any action
taken by it under or in connection with this Deed, unless directly caused by its gross
negligence or wilful misconduct.
	 
	 	(b)	 	No Party may take any proceedings against any officer, employee or agent of the
Agent in respect of any claim it might have against the Agent or in respect of any act
or omission of any kind by that officer, employee or agent in relation to this Deed.
Any officer, employee or agent of the Agent may rely on this Clause 16.6(b).
	 
	 	(c)	 	The Agent will not be liable for any delay (or any related consequences) in
crediting an account with an amount required under this Deed to be paid by the Agent if
the Agent has taken all necessary steps as soon as reasonably practicable to comply
with the regulations or operating procedures of any recognised clearing or settlement
system used by the Agent for that purpose.
	 
	 	(d)	 	The Agent shall not be under any obligation to insure any of the Security
Assets or any certificate, note, bond or other evidence in respect of any of them or to
require any other person to maintain that insurance and shall not be responsible for
any Losses which may be suffered as a result of the lack or inadequacy of that
insurance.
	 
	 	(e)	 	The Agent shall not be responsible for any Losses occasioned to the Security
Assets, however caused, by the Company or any other person by any act or omission on
the part of any person (including any bank, broker, depository, warehouseman or other
intermediary or any clearing system or the operator of it), or otherwise, unless those
Losses are occasioned by the Agent’s own gross negligence or wilful misconduct. In
particular the Agent shall be not responsible for any Losses which may be suffered as a
result of any assets comprised in the Security Assets, or any deeds or documents of
title to them, being uninsured or inadequately insured or being held by it or by or to
the order of any custodian or by clearing organisations or their operators or by any
person on behalf of the Agent.
	 
	 	(f)	 	The Agent shall have no responsibility to the Company as regards any deficiency
which might arise because the Company is subject to any tax in respect of the Security
Assets or any income or any proceeds from or of them.




17









 






	 	(g)	 	The Agent shall not be liable for any failure, omission or defect in giving
notice of, registering or filing, or procuring registration or filing of, or otherwise
protecting or perfecting, the security constituted over the Security Assets.






	16.7	 	Indemnity to the Agent
	 
	 	 	The Agent may, in priority to any payment to the Secured Parties, indemnify itself out of
the Security Assets in respect of, and pay and retain, all sums necessary to give effect to
this indemnity and to all other indemnities given to it in the other Transaction Documents
in its capacity as Agent. The Agent shall have a lien on the security constituted over the
Security Assets and the proceeds of enforcement of this Deed for all such sums.






	16.8	 	Security Documents






	 	(a)	 	The Agent shall accept without investigation, requisition or objection whatever
title any person may have to the assets which are subject to the Security Documents and
shall not:






	 	(i)	 	be bound or concerned to examine or enquire into the title of
any person; or
	 
	 	(ii)	 	be liable for any defect or failure in the title of any person,
whether that defect or failure was known to the Agent or might have been
discovered upon examination or enquiry and whether it is capable of remedy or
not.






	 	(b)	 	Upon the appointment of any successor Agent under Clause 8.8 (Resignation of
Agent) of the Receivables Funding Agreement, the resigning Agent shall execute and
deliver any documents and do any other acts and things which may be necessary to vest
in the successor Agent all the rights vested in the resigning Agent under the Security
Documents.
	 
	 	(c)	 	Each of the other Secured Parties:






	 	(i)	 	authorises the Agent to hold each mortgage or charge created
pursuant to any Transaction Document in its sole name as agent for the Secured
Parties; and
	 
	 	(ii)	 	requests the Land Registry to register the Agent as the sole
proprietor of any mortgage or charge so created.






	16.9	 	No obligation to remain in possession
	 
	 	 	If the Agent, any Receiver or any delegate takes possession of all or any of the Security
Assets, it may from time to time in its absolute discretion relinquish such possession.




18









 






	16.10	 	Agent’s obligation to account
	 
	 	 	The Agent shall not in any circumstances (either by reason of taking possession of the
Security Assets or for any other reason and whether as mortgagee in possession or on any
other basis):






	 	(a)	 	be liable to account to the Company or any other person for anything except the
Agent’s own actual receipts which have not been distributed or paid to the Company or
the persons entitled or at the time of payment believed by the Agent to be entitled to
them; or
	 
	 	(b)	 	be liable to the Company or any other person for any principal, interest or
Losses from or connected with any realisation by the Agent of the Security Assets or
from any act, default, omission or misconduct of the Agent, its officers, employees or
agents in relation to the Security Assets or from any exercise or non-exercise by the
Agent of any right exercisable by it under this Deed unless they shall be caused by the
Agent’s own gross negligence or wilful misconduct.






	16.11	 	Receiver’s and delegate’s obligation to account
	 
	 	 	All the provisions of Clause 16.10 shall apply in respect of the liability of any Receiver
or Administrator or delegate in all respects as though every reference in Clause 16.10 to
the Agent were instead a reference to the Receiver or, as the case may be, Administrator or
delegate.
	 
	16.12	 	Bank accounts
	 
	 	 	Subject to the terms and conditions of this Deed, the Agent shall be entitled at any time to
instruct any account bank, with which any Company Account or any other account of the
Company subject to a Security Interest is opened or maintained, to release any amount
standing to the credit of such account to the Agent and to act in accordance with that
instruction, provided that the Agent shall use any amount so received only in accordance
with the Transaction Documents.
	 
	17.	 	RECEIVABLES FUNDING AGREEMENT PROVISIONS
	 
	 	 	Clause 7 (Indemnification; expenses; related matters), Clause 8 (The Agent), Clause 9.3
(Notices and payment information) and Clauses 9.8 (Successors and assigns; binding effect)
to 9.12 (No recourse) of the Receivables Funding Agreement shall apply to this Deed as if
they were set out in full again here, with any changes which are necessary to fit this
context.
	 
	18.	 	MISCELLANEOUS
	 
	18.1	 	Severability and partial invalidity






	 	(a)	 	Any term or provision of this Deed that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction.




19









 






	 	(b)	 	If a court of competent jurisdiction determines that any term or provision of
this Deed as written is invalid or unenforceable, the parties agree that the court
making the determination of invalidity or unenforceability shall reduce the scope,
duration, or area of the term or provision, delete specific words or phrases, or
replace any invalid or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the invalid
or unenforceable term or provision, and this Deed shall be enforceable as so modified
after the expiration of the time within which the court’s judgment may be appealed.






	18.2	 	Waivers; amendments






	 	(a)	 	No failure or delay on the part of the Agent or any other Secured Party in
exercising any right under this Deed shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right preclude any other further exercise
thereof or the exercise of any other right. The rights herein provided shall be
cumulative and nonexclusive of any rights provided by law.
	 
	 	(b)	 	Any provision of this Deed may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Company and the Agent.






	18.3	 	Counterparts; facsimile delivery
	 
	 	 	This Deed may be executed in any number of counterparts and by different Parties in separate
counterparts, each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same Agreement. Delivery by facsimile
of an executed signature page of this Deed shall be effective as delivery of an executed
counterpart hereof.
	 
	18.4	 	Governing law; submission to jurisdiction; appointment of Process Agent






	 	(a)	 	This Deed and, to the extent incorporated into, applied to or deemed repeated
in this Deed, the Schedule of Definitions shall be governed by and construed in
accordance with English law; with the exception of:






	 	(i)	 	Clause 3.4 (German Security) which shall be governed by and
construed in accordance with German law; and
	 
	 	(ii)	 	Clause 3.5 (Spanish Security) which shall be governed by and
construed in accordance with Spanish law.






	 	(b)	 	The Company agrees that the courts of England shall have jurisdiction to hear
and determine any suit, action or proceeding, and to settle any dispute, which may
arise out of or in connection with this Deed or the transactions contemplated hereby
and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such
courts.
	 
	 	(c)	 	The Company irrevocably waives any objection which it might now or hereafter
have to the courts referred to in Clause 18.4(b) being nominated as the forum to hear
and determine any suit, action or proceeding, and to settle any dispute,




20









 






	 	 	 	which may
arise out of or in connection with this Deed or the transactions contemplated hereby
and agrees not to claim that any such court is not a convenient or appropriate forum.
	 
	 	(d)	 	The submission to the jurisdiction of the courts referred to in Clause 18.4(b)
shall not (and shall not be construed so as to) limit the right of the Agent to take
proceedings against the Company or any of its respective property in any other court of
competent jurisdiction nor shall the taking of proceedings in any other jurisdiction
preclude the taking of proceedings in any other jurisdiction, whether concurrently or
not.
	 
	 	(e)	 	The Company hereby consents generally in respect of any legal action or
proceeding arising out of or in connection with any Transaction Document or the
transactions contemplated thereby, to the giving of any relief or the issue of any
process in connection with such action or proceeding including the making, enforcement
or execution against any property whatsoever (irrespective of its use or intended use)
of any order or judgment which may be made or given in such action or proceeding.
Without limiting the foregoing, the Company agrees to reimburse any successful claimant
the costs of any legal action or proceeding brought against it pursuant to this Clause
18.4, including the cost of all stamp duties (if any) payable in connection therewith.





EXECUTION:



The parties have shown their acceptance of the terms of this Deed by executing it, in the case of
the Company as a deed, at the end of the Schedules.




21









 








SCHEDULE 1

NOTICE OF ASSIGNMENT OF ASSIGNED DOCUMENT



[On Company’s notepaper]



To: [Name and address of other party]



[Date]



Dear Sirs



[Name and date of Assigned Document]



We refer
to an agreement dated [•] 2006 between us and you (as amended or novated from time to
time, the “Agreement”).



We give you notice that by a Agreement
 (the “Agreement”) dated [•] 2006 and entered into by us in
favour of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International),
London Branch (as Agent, as defined in the Agreement), we have assigned all our rights under the
Agreement including the right to receive any payments due under the Agreement.



Please note the following:





	(a)	 	we shall at all times remain solely liable to you for the performance of all of the
obligations assumed by us under or in respect of the Agreement;
	 
	(b)	 	we irrevocably and unconditionally instruct and authorise you (despite any previous
instructions which we may have given to the contrary) to pay any monies payable by you to us
under the Agreement to such bank account as the Agent may from time to time specify in
writing;
	 
	(c)	 	all of the powers, discretions, remedies and other rights which would, but for the Agreement,
be vested in us under and in respect of the Agreement are exercisable by the Agent;
	 
	(d)	 	we have agreed not to waive any rights under nor amend, novate, rescind or otherwise
terminate the Agreement without the prior written consent of the Agent;
	 
	(e)	 	we agree that:






	 	(i)	 	none of the instructions, authorisations and confirmations in this notice can
be revoked or varied in any way except with the Agent’s prior written consent; and
	 
	 	(ii)	 	you are authorised to disclose any information in relation to the Agreement to
the Agent at the Agent’s request.




Please acknowledge receipt of this notice, and confirm your agreement to it, by signing the
acknowledgement on the enclosed copy letter and returning it to the Agent, at Thames Court, One
Queenhithe, London EC4V 3RL, England.





22









 







This letter is governed by, and shall be construed in accordance with, English law.



Yours faithfully



 




[Name of Company]




By: [Name of signatory]




23









 







[On copy letter only:]




	 	 	 
	To:

	 	Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
	 

	 	(trading as Rabobank International), London Branch
	 

	 	Thames Court
	 

	 	One Queenhithe
	 

	 	London EC4V 3RL
	 

	 	England





We
acknowledge receipt of a notice dated [•] 2006 addressed to us by [Name of Company] (the
“Company”) regarding an agreement dated [•] 2006 between us and the Company (as amended or novated
from time to time, the “Agreement”).



We confirm that:





	(a)	 	we consent to the assignment of the Agreement and will comply with the terms of that notice;
	 
	(b)	 	we have not, as at the date of this acknowledgement, received any notice that any third party
has or will have any right in, or has made or will be making any claim or demand or taking any
action in respect of, the rights of the Company under or in respect of the Agreement;
	 
	(c)	 	if the Company is in breach of any of its obligations, express or implied, under the
Agreement or if any event occurs which would permit us to terminate, cancel or surrender the
Agreement we will:






	 	(i)	 	immediately on becoming aware of it, give you written notice of that breach;
and
	 
	 	(ii)	 	accept as an adequate remedy for that breach, performance by you of those
obligations within 20 days of that notice;






	(d)	 	we confirm that no waiver of any of the Company’s rights under and no amendment, novation,
rescission or other termination by the Company of, the Agreement shall be effective without
the prior written consent of the Agent; and
	 
	(e)	 	we confirm that we shall not exercise any right of combination, consolidation or set-off
which we may have in respect of any debt owed to us by the Company and we shall send you
copies of all statements, orders and notices given by us relating to that debt.




 




[Name of other party]




By: [Name of signatory]



Dated:





24









 








SCHEDULE 2

NOTICE OF CHARGE




[On Company’s notepaper]



To: [Name and address of other bank]



[Date]



Dear Sirs



Account
number: [•]



We refer
to Account number: [•] (the “Account”).



We give
you notice that by a Agreement (the “Agreement”)
dated [•] 2006 and entered into by us in
favour of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International),
London Branch (as Agent, as defined in the Agreement) we have charged all our rights in any credit
balances on the Account (the “Balances”) and the indebtedness represented by the Account.



We irrevocably and unconditionally instruct and authorise you (despite any previous instructions
which we may have given to the contrary):





	(a)	 	to disclose to the Agent (without any reference to or further authority from us and without
any enquiry by you as to the justification for the disclosure), any information relating to
the Account which the Agent may, at any time and from time to time, request;
	 
	(b)	 	at any time and from time to time on receipt by you of any written instruction from the
Agent, to release any amount of the Balances and to act in accordance with that instruction
(without any reference to or further authority from us and without any enquiry by you as to
the justification for the instruction or the validity of the same); and
	 
	(c)	 	to comply with the terms of any written notice, statement or instruction in any way relating
or purporting to relate to the Account, the Balances or the indebtedness represented by it or
them which you may receive at any time and from time to time from the Agent (without any
reference to or further authority from us and without any enquiry by you as to the
justification for the notice, statement or instruction or the validity of it).




We agree that:





	(i)	 	none of the instructions, authorisations and confirmations in this notice can be revoked or
varied in any way except with the Agent’s prior written consent; and
	 
	(ii)	 	you are authorised to disclose any information in relation to the Account to the Agent at the
Agent’s request.




Please acknowledge receipt of this notice, and confirm your agreement to it, by signing the
acknowledgement on the enclosed copy letter and returning it to the Agent at Thames Court, One
Queenhithe, London EC4V 3RL, England.





25









 







This letter is governed by, and shall be construed in accordance with, English law.



Yours faithfully



 




[Name of Company]




By: [Name of signatory]




26









 







[On copy letter only:]




	 	 	 
	To:

	 	Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
	 

	 	(trading as Rabobank International), London Branch
	 

	 	Thames Court
	 

	 	One Queenhithe
	 

	 	London EC4V 3RL
	 

	 	England





We
acknowledge receipt of a notice dated [•] 2006 addressed to us by [Name of Company] (the
“Company”) regarding Account number:
[•] (the “Account”).



We confirm that:





	(a)	 	we consent to the charge of the Account and will comply with the terms of that notice;
	 
	(b)	 	there does not exist in our favour, and we undertake not to create, assert, claim or
exercise, any mortgage, fixed or floating charge, assignment or other security interest of any
kind or any agreement or arrangement having substantially the same economic or financial
effect as any of the above (including any rights of counter-claim, rights of set-off or
combination of accounts over or with respect to all or any part of the Account and/or the
Balances (as defined in that notice); and
	 
	(c)	 	we have not, as at the date of this acknowledgement, received any notice that any third party
has or will have any right in, or has made or will be making any claim or demand or taking any
action in respect of, the rights of the Company under or in respect of the Account or the
Balances.




 




for and on behalf of




[Name of bank]




By: [Name of signatory]



Dated:





27









 








SCHEDULE 3

PLEDGED RECEIVABLES




28









 








SCHEDULE 4

SPANISH PLEDGE AGREEMENT





	(A)	 	The Spanish Pledge granted by Clause 3.5 of this Deed shall be extended to any other assets
(whether tangible or intangible), rights, titles, securities or funds that may replace or
correspond to the Credit Rights or may be exchanged for the Credit Rights, regardless of the
cause of this substitution.
	 
	(B)	 	The Parties agree that, for the purposes of complying with the requirement regarding the
transfer of possession established in Article 1863 of the Spanish Civil Code and Article
569-13 of Law 5/2006, such transfer of possession will occur in favour of the Agent by means
of the execution and notarisation of this Deed. In addition, for the purposes of that
requirement of transfer of possession, the Parties hereto instruct the Spanish Notary Public
before whom this Deed will be notarised to notify AGCO Iberia of the creation of this Spanish
Pledge.
	 
	(C)	 	The Spanish Pledge secures the full and punctual fulfilment of the Secured Obligations and it
is granted with an indivisible nature. Consequently, each and every one of the Credit Rights
over which this Spanish Pledge is granted secures the full payment of the Secured Obligations.
Partial fulfilment of such obligations shall not extinguish proportionally the Spanish Pledge.
Therefore, the Company shall only be entitled to cancel the Spanish Pledge after the full
compliance with all the Secured Obligations.
	 
	(D)	 	During the term of this Spanish Pledge, the Company undertakes not to sell, transfer, assign
as security interest, pledge or charge by any means the Credit Rights, except in accordance
with the Transaction Documents.
	 
	(E)	 	This Spanish Pledge will be in force until all the Secured Obligations have been duly
fulfilled or have been extinguished in accordance with the terms thereof.
	 
	(F)	 	The occurrence of a Termination Event will entitle the Agent to enforce the Spanish Pledge
granted hereunder.
	 
	(G)	 	For the purposes of the enforcement of the Spanish Pledge, the execution of which will not
affect the general liability of the Company, the Agent may, at its discretion, use any of the
available legal proceedings, be they judicial, declarative or enforcement proceedings, or the
non-judicial procedure provided for by Article 1872 of the Spanish Civil Code and Article
569-20 of Law 5/2006. Should the Agent decide to make use of one of such proceedings, such
decision will not prevent it from initiating a new claim under any of the remaining available
proceedings or the enforcement of any other additional guarantees or securities granted in
favour of the Agent in so far as the Secured Obligations have not been fully discharged.
	 
	(H)	 	For the purposes of the enforcement of this Spanish Pledge, the Parties agree and expressly
state that:






	 	(i)	 	The amount due, liquid and payable in the event of enforcement of this Spanish
Pledge shall be the amount specified in the certification issued by the Agent,
indicating the balance of the account opened by the Agent in favour of




29









 






	 	 	 	the Company for
accounting any amounts arising from the Transaction Documents on the date of the
closing of such account.
	 
	 	(ii)	 	For that purpose, the Agent has opened in the name of the Company a special
control account (the Control Register), in order to register all the entries arising
from the Transaction Documents with regard to the Company. To the credit side of that
Control Register there shall be credited all the amounts that the Company pays to the
Agent for any reason under the Transaction Documents. To the debit side of the Control
Register there shall be debited all the amounts owed by the Company to the Agent for
any reason under the Transaction Documents. The balance of the Control Register shall
indicate at any given time the exact amount of the sums owed by the Company to the
Agent under the Transaction Documents.






	(I)	 	For the purposes of exercising the aforementioned judicial enforcement action, the
presentation of the following documents will be sufficient:






	 	(i)	 	an original of this Deed, duly notarised before a Spanish Notary Public; and
	 
	 	(ii)	 	The certification issued by the Agent referred to in paragraph (H)(i) above,
duly completed by the Notary Public designated by the Agent, who shall indicate that
the liquidation of the debt has been carried out in the form agreed by the Parties in
this Deed, and that the balance therein coincides with that of the Control Register
opened in the name of the Company.






	(J)	 	Should the Agent decide to enforce the Spanish Pledge following the procedure established in
Article 1872 of the Spanish Civil Code or Article 569-20.4 of Law 5/2006, the Parties agree as
follows:
	 
	(i)	 	The domiciles for all notices and injunctions will be the following ones:
	 
	 	 	For the Company: Abbey Park Stoneleigh, Stareton, Kenilworth, Warwickshire CV8 2TQ.
	 
	 	 	For the Agent: Thames Court, One Queenhithe, London EC4V 3RL, England.






	 	(ii)	 	The reference price of the Credit Rights for the purposes of the auction will
be equal to the maximum amount of the Secured Obligations mentioned in Clause 3.5 above
plus 20%.
	 
	 	(iii)	 	The Company hereby appoints the Agent, who shall act through its duly
authorised representatives, as its agent in the auction of the pledged Credit Rights,
and expressly and irrevocably empowers the Agent to execute, in the name and on behalf
of the Company, all public or private documents which may be necessary in order to
formalise the transfer of the pledged Credit Rights in favour of the purchaser or, as
the case may be, purchasers of the Credit Rights, with express authority to execute
also any documents to which the Agent may be also a party as purchaser of the Credit
Rights.
	 
	 	(iv)	 	The Notary Public who shall be competent for carrying out the auction shall be
the Spanish Notary Public designated by the Agent. Should the Credit Rights pledged be
located in Catalonia, the Notary Public will be the one established in paragraph a) of
Article 569-20.4 of Law 5/2006. The reference price for the first auction shall be the
price indicated in paragraph (ii) above.




30









 






	 	 	 	The reference price for the second auction
will be 75% of the reference price for the first auction. The pledged Credit Rights
will be awarded to the highest bidder.
	 
	 	(v)	 	Third and subsequent auctions may take place at the request of the Agent,
subject to the same formalities and without a minimum reference price.
	 
	 	(vi)	 	Likewise, at the request of the Agent, partial auctions may take place with
respect only to part of the pledged Credit Rights.
	 
	 	(vii)	 	The lack of agreement of the Company with respect to the amount payable will
not suspend or delay the enforcement proceedings.
	 
	 	(viii)	 	Bidders will be required to deposit, for any auction in an escrow account with the
Notary Public an amount equivalent to 10% of the reference price for the first auction.
Said amount will be returned to any unsuccessful bidder once the auction is over. The
Agent shall not be required to make a deposit in said escrow account in order to attend
the auction.
	 
	 	(ix)	 	Whoever wins the auction shall pay the balance between the amount subject to
the escrow deposit and the purchase price of the pledged Credit Rights within three (3)
business days as from the closing of the auction. Should the winner of the auction fail
to pay such balance, it will lose the amount of the escrow deposit in favour of the
Agent. Likewise, the winner of the auction may assign its right to purchase the Credit
Rights, who shall pay the balance between the escrow deposit made by the winner of the
auction and the purchase price of the Credit Rights within the above-mentioned three
(3) business days. Failure to pay said amount shall result in the loss of the amount
subject to the escrow deposit in favour of the Agent.
	 
	 	(x)	 	The price obtained in the auction, once all the expenses arising from the
enforcement procedures have been duly covered, will be delivered by the Notary Public
to the Agent, who will in turn deliver to the Company any excess after the Secured
Obligations have been fully and irrevocably discharged.
	 
	 	(xi)	 	The Notary Public shall publicize the auctions in a newspaper of national scope
with at least ten (10) calendar days prior notice. Should the Credit Rights pledged be
located in Catalonia, the auctions will be publicized and notified as established in
paragraph b) of Article 569-20.4 of Law 5/2006.
	 
	 	(xii)	 	Where appropriate, each auction shall take place at least four (4) calendar
days after the previous auction. The auctions may be announced simultaneously.
	 
	 	(xiii)	 	Should the Credit Rights be acquired by the Agent, this shall deliver to the Company
full receipt for the price paid, without prejudice to the provisions below.
	 
	 	(xiv)	 	Amounts resulting from the sale of the Credit Rights will be allocated to the
payment of the Secured Obligations.




31









 












	(K)	 	The Agent will retain all rights and claims arising from this Deed and the other Transaction
Documents for that part of the Secured Obligations which has not been fully discharged as a
result of the enforcement of the Spanish Pledge.
	 
	(L)	 	The Company expressly authorises the Agent to request the issue of second and subsequent
notarial copies of the notarial deed by means of which this Deed is notarised, for the
purposes of Article 517 of the Spanish Civil Procedural Law.
	 
	(M)	 	The Company hereby represents and warrants to the Agent that by virtue of Clause 3.5 of this
Deed and this Schedule 4 a first-priority in rem right of pledge is created over the Credit
Rights in favour of the Agent as security for the fulfilment of the Secured Obligations,
subject only to those non contractual liens resulting from applicable law.
	 
	(N)	 	The Parties agree that any notice or other communication to be made in connection with Clause
3.5 of this Deed or with this Schedule 4 shall be made in writing, delivered by hand or sent
by ordinary first class post, facsimile transmission or electronic mail to the following
addresses, relevant addressees, facsimile numbers and mail addresses, unless such addresses,
relevant addressees, facsimile numbers and mail addresses of any of the parties has changed
and such Party has notified the other Parties in writing of this change in accordance with the
provisions of this paragraph (N).




32









 











	 	 	 	 	 
	EXECUTION:
	 	 	 	 
	 
	 	 	 	 
	The Company
	 	 	 	 
	 
	 	 	 	 
	SIGNED by                                         ,

	 	 	)	 
	                                        , duly authorised for

	 	 	)	 
	and on behalf of AGCO RECEIVABLES

	 	 		 
	LIMITED, as Company

	 	 		 
	 
	 	 	 	 
	The Agent
	 	 	 	 
	 
	 	 	 	 
	SIGNED by                                         ,

	 	 	)	 
	                                        , duly authorised for

	 	 	)	 
	and on behalf of COÖPERATIEVE

	 	 	)	 
	CENTRALE RAIFFEISEN-

	 	 	)	 
	BOERENLEENBANK B.A. (TRADING

	 	 	)	 
	AS RABOBANK INTERNATIONAL), 


LONDON BRANCH, as Agent

	 	 	)	 







1









 






			
	EXECUTION COPY
	 	






Dated 13 October 2006





	 	(1)	 	AGCO RECEIVABLES LIMITED as the Company
	 
	 	(2)	 	AGCO LIMITED as Master Servicer
	 
	 	(3)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (trading as RABOBANK
INTERNATIONAL), LONDON BRANCH as Agent and Administrator
	 
	 	(4)	 	AGCO GMBH, as an Originator and a Sub-Servicer
	 
	 	(5)	 	AGCO S.A. as an Originator
	 
	 	(6)	 	AGCO IBERIA SA as an Originator





 






RECEIVABLES SERVICING AGREEMENT




 











LONDON




 









 





CONTENTS




	 	 	 	 	 
	Clause	 	Page
	1. DEFINITIONS AND INTERPRETATION
	 	 	1	 
	2. APPOINTMENT OF MASTER SERVICER
	 	 	2	 
	3. DUTIES OF MASTER SERVICER
	 	 	4	 
	4. ALLOCATION, DEPOSIT AND DISTRIBUTION OF COLLECTIONS
	 	 	7	 
	5. REPRESENTATIONS AND WARRANTIES
	 	 	13	 
	6. COVENANTS
	 	 	17	 
	7. SERVICING FEE
	 	 	21	 
	8. INDEMNIFICATION
	 	 	22	 
	9. MISCELLANEOUS
	 	 	25	 






 









 





THIS AGREEMENT is dated 13 October 2006 and is made between:





	(1)	 	AGCO RECEIVBLES LIMITED, a company incorporated under the laws of England and Wales (the
“Company”);
	 
	(2)	 	AGCO LIMITED, a company incorporated under the laws of England and Wales (the “Master
Servicer”);
	 
	(3)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A, (trading as RABOBANK INTERNATIONAL,
LONDON BRANCH) as Agent (the “Agent”) for the CP Lender and as Administrator (the
“Administrator”) and Agent for the Liquidity Lenders;
	 
	(4)	 	AGCO GMBH, a Gesellschaft mit beschränkter Haftung incorporated under the laws of Germany
(“AGCO Germany”) as an Originator and Sub-Servicer;
	 
	(5)	 	AGCO S.A., a société anonyme incorporated under the laws of France, as an Originator; and
	 
	(3)	 	AGCO IBERIA SA, a Sociedad Anonima incorporated under the laws of Spain, as an Originator.




BACKGROUND





	(A)	 	Certain Originators intend to sell, assign and transfer certain Receivables from time to time
to the Company.
	 
	(B)	 	The Company desires to obtain the services of the Master Servicer in connection with the
management and collection of the Purchased Receivables.
	 
	(C)	 	Each of the Company and the Master Servicer wish to set out the terms on which the Master
Servicer may provide services in respect of the Purchased Receivables from time to time to the
Company.






	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Terms Defined in Schedule of Definitions
	 
	 	 	In this Agreement, unless otherwise defined herein or the context otherwise requires,
capitalised terms have the meanings set forth in the Master Schedule of Definitions,
Interpretations and Construction, dated as of the date hereof and signed by the parties
hereto and others for the purposes of identification (the “Schedule of Definitions”).
	 
	1.2	 	Interpretation and construction
	 
	 	 	The principles of interpretation, construction and calculation set forth in Clauses 2
(Interpretation) and 3 (Calculation) of the Schedule of Definitions apply to this Agreement
as if fully set forth herein.




1









 






	1.3	 	Amendments to Schedule of Definitions
	 
	 	 	No amendment, restatement, supplement or other modification to the Schedule of Definitions
after the date of this Agreement shall affect the terms of this Agreement unless approved in
writing by the parties to this Agreement.
	 
	1.4	 	The Agent
	 
	 	 	The parties to this Agreement acknowledge that the Agent and the Administrator are parties
to this Agreement, inter alia, for the purposes of obtaining the benefit of the obligations
of the Master Servicer and the Sub-Servicers hereunder. Neither the Agent nor the
Administrator shall have any responsibility or liability as a result of its being party to
this Agreement.
	 
	2.	 	APPOINTMENT OF MASTER SERVICER
	 
	2.1	 	Appointment of Master Servicer






	 	(a)	 	The servicing, administering and collection of the Purchased Receivables shall
be conducted by the Person so designated from time to time as Master Servicer in
accordance with this Clause 2.1. Each of the Company and the Agent, on behalf of
itself and the CP Lender, hereby appoints as its agent the Master Servicer, from time
to time designated pursuant to this Clause 2.1, to administer and enforce their
respective rights and interests in and under the Affected Assets. To the extent
permitted by applicable law, each of the Company and the Agent (to the extent not then
acting as Master Servicer hereunder) hereby agrees to grant to any Master Servicer
appointed hereunder a power of attorney (subject to Clause 2.1(b)) to, in such Person’s
name and on behalf of such Person:






	 	(i)	 	take the actions set forth in Clause 3.1(d) to collect all
amounts due under any and all Purchased Receivables and take such other actions
(including endorsing the Company’s name on cheques and other instruments
representing Collections) as may be required in the course of completing the
collection process contemplated in Clause 3.1(d) and
	 
	 	(ii)	 	take all such other actions set forth in this Agreement.






	 	 	 	Until the Agent gives notice to AGCO Limited (in accordance with the following
sentence of this Clause 2.1(a)) of the designation of a new Master Servicer, AGCO
Limited is hereby designated as, and hereby agrees to perform the duties and
obligations of, the Master Servicer pursuant to the terms hereof. Upon the
occurrence of a Termination Event or Potential Termination Event, the Agent may, and
upon the direction of the Majority Lenders shall, designate as Master Servicer any
Person (including itself) to succeed AGCO Limited or any successor Master Servicer,
on the condition in each case that any such Person so designated shall agree to
perform the duties and obligations of the Master Servicer pursuant to the terms
hereof.
	 
	 	(b)	 	Upon the designation of a successor Master Servicer as set forth above, AGCO
Limited agrees that it will terminate its activities as Master Servicer




2









 






	 	 	 	hereunder on
the date on which the Agent reasonably determines is desirable, to facilitate the
transition of the performance of such activities to the new Master Servicer and any
power of attorney granted to the Master Servicer hereunder shall be deemed to be
revoked.
	 
	 	(c)	 	AGCO Limited acknowledges that the Company, the Agent and the Secured Parties
have relied on AGCO Limited’s agreement to act as Master Servicer hereunder in making
their decision to execute and deliver this Agreement and the other Transaction
Documents to which they are a party. Accordingly, AGCO Limited agrees that it will not
voluntarily resign as Master Servicer.
	 
	 	(d)	 	AGCO Limited hereby agrees that it shall cause each of its Subsidiaries and
Affiliates that is an Originator or a Sub-Servicer or that performs any operations or
other action related to the origination or servicing of the Affected Assets (each such
Person, an “Origination and Servicing Affiliate") to cooperate and assist the Master
Servicer (including any successor Master Servicer appointed pursuant to Clause 2.1) in
any manner such Master Servicer or the Agent reasonably determines will facilitate the
performance of its duties hereunder, including (i) endorsing any cheque or other
instrument representing Collections or other Related Assets, (ii) executing any power
of attorney or other similar instrument necessary or desirable in connection with the
enforcement, servicing, administration and/or collection of the Purchased Receivables
and other Related Assets, and (iii) providing access to and upon request transferring,
and otherwise permitting use by the Master Servicer of, any records, licenses, hardware
or software necessary or reasonably desirable to collect the Purchased Receivables and
otherwise service the Related Assets.
	 
	 	(e)	 	If at any time AGCO Limited shall cease to be the Master Servicer hereunder,
AGCO Limited hereby irrevocably agrees to, and agrees to cause each Origination and
Servicing Affiliate to, act (if the Agent or then current Master Servicer so requests)
as the data-processing agent of such Master Servicer and, in such capacity, AGCO
Limited and any such Origination and Servicing Affiliate shall conduct the
data-processing functions of the administration of the Purchased Receivables, the
Collections thereon and other Related Assets in substantially the same way that AGCO
Limited conducted such data-processing functions while it acted as the Master Servicer.






	2.2	 	Appointment of Sub-Servicer






	 	(a)	 	The Master Servicer may at any time appoint a Sub-Servicer to perform all or
any portion of its obligations as Master Servicer under and on the terms of this
Agreement; provided that, in each case:






	 	(i)	 	the Agent shall have given its prior written consent to such
appointment (provided that no such consent shall be required for the
appointment of any Originator as a Sub-Servicer with respect to the Purchased
Receivables generated by such Originator) such consent not to be unreasonably
withheld,




3









 






	 	(ii)	 	upon the termination of the then-acting Master Servicer
pursuant to the terms of this Agreement, the appointment of any Sub-Servicer
appointed by such Master Servicer shall also terminate unless the Agent shall
instruct such Master Servicer and Sub-Servicer otherwise,
	 
	 	(iii)	 	the Master Servicer shall remain obligated and liable to the
Company, the Agent and the Secured Parties for the servicing and administering
of the Purchased Receivables in accordance with the provisions hereof without
diminution of such obligation and liability by virtue of any such appointment
of such Sub-Servicer and to the same extent and under the same terms and
conditions as if the Master Servicer alone were servicing and administering the
Purchased Receivables and
	 
	 	(iv)	 	the Master Servicer shall not appoint a Sub-Servicer to perform
any portion of its obligations if, in the opinion of counsel, such appointment
would cause the Company to become subject to tax in the jurisdiction in which
such Sub-Servicer is located solely by reason of such appointment.






	 	(b)	 	The Master Servicer shall require that any Sub-Servicer adopt the negative
covenants of the Master Servicer set forth in Clause 6.2.
	 
	 	(c)	 	The fees and expenses of any such Sub-Servicer shall be as agreed between the
Master Servicer and such Sub-Servicer from time to time and none of the Company, the
Agent, the Administrator, the CP Lender or any Subsidiary or Affiliate thereof shall
have any responsibility therefor; provided that any such fees and expenses are paid at
arm’s length commercial rates; provided further, that the sub-servicing fee payable by
the Master Servicer to any Sub-Servicer shall be payable to such Sub-Servicer
regardless of whether the Master Servicer has received any Servicing Fee.
	 
	 	(d)	 	Subject to the terms and conditions hereof, in particular Clause 2.2(a)(ii),
the Master Servicer hereby appoints AGCO Germany as Sub-Servicer to perform all of the
Master Servicer’s obligations as Master Servicer hereunder in respect of the German
Receivables Pool. AGCO Germany herewith adopts the negative covenants of the Master
Servicer set forth in Clause 6.2 (Negative Covenants of the Master Servicer).






	3.	 	DUTIES OF MASTER SERVICER
	 
	3.1	 	Duties and rights of Master Servicer






	 	(a)	 	The Master Servicer shall perform its obligations under this Agreement with
reasonable care and diligence as if it were the owner of the Purchased Receivables and
Related Assets and in accordance with all applicable Law and the applicable Credit and
Collection Policy. The Master Servicer shall set aside (and, if applicable, segregate)
for the accounts of the Company, the Agent, the CP Lender and each other Secured Party
the amount of the Collections to which each is entitled in accordance with Clause 4.
The Master Servicer shall not extend the maturity of any Purchased Receivable or adjust
the Outstanding Balance of any Purchased Receivable except as permitted by




4









 






	 	 	 	the Credit
and Collection Policy or the Transaction Documents. The Company shall deliver to the
Master Servicer and the Master Servicer shall hold in trust for the Company and the
Agent, on behalf of the Secured Parties, in accordance with their respective interests,
all Records which evidence or relate to any Affected Asset. The Master Servicer shall
not, and shall not permit any of its Affiliates to, make the Administrator, the Agent
or any of the Secured Parties or any Affiliate thereof a party to any litigation
without the prior written consent of such Person.
	 
	 	(b)	 	The Master Servicer shall, as soon as practicable following receipt thereof,
remit to the applicable Originator all collections from any Person of indebtedness of
such Person which are not on account of a Purchased Receivable originated by such
Originator. Notwithstanding anything to the contrary contained in this Clause 3, the
Master Servicer, if not AGCO Limited or any Affiliate of AGCO Limited, shall have no
obligation to collect, enforce or take any other action described in this Clause 3 with
respect to any indebtedness that does not constitute a part of the Affected Assets
other than to deliver to the Company the Collections and documents with respect to any
such indebtedness as described in this Clause 3.1(b).
	 
	 	(c)	 	Any payment by an Obligor in respect of any indebtedness owed by it to an
Originator shall, except as otherwise specified by such Obligor, required by contract
or law or clearly indicated by facts or circumstances (including, by way of example, an
equivalence of a payment and the amount of a particular invoice), and unless otherwise
instructed by the Agent, be applied as a Collection of any Purchased Receivable of such
Obligor (starting with the oldest such Purchased Receivable) to the extent of any
amounts then due and payable thereunder before being applied to any other Receivable or
other indebtedness of such Obligor.
	 
	 	(d)	 	The Master Servicer shall take action to collect each Purchased Receivable from
time to time in accordance with the applicable Credit and Collection Policy. If at any
time payment (or a portion thereof) with respect to any Purchased Receivable remains
unpaid, the Master Servicer shall, in accordance with the Credit and Collection Policy,
contact the related Obligor with respect to such payment and notify such Obligor of its
intention to commence foreclosure proceedings, and if necessary commence the
enforcement of such Purchased Receivable, any Related Assets and the related Contracts,
if any.
	 
	 	(e)	 	The Master Servicer shall be entitled to change the Credit and Collection
Policy subject to the consent of the CP Lender (or the Agent acting on behalf of the CP
Lender); provided, however, that (i) such change is not reasonably likely to cause or
result in any Material Adverse Effect, and (ii) any material change to the Credit and
Collection Policy requires the prior written consent of each of the Agent and each
Rating Agency.
	 
	 	(f)	 	AGCO Germany shall be entitled, in its capacity as Sub-Servicer on behalf of
the Master Servicer, to extend, amend or otherwise modify the terms of any German
Receivable or any Contract related thereto in accordance with the Credit and Collection
Policy. Upon request by the Master Servicer, AGCO




5









 






	 	 	 	Germany shall use reasonable
endeavours to extend, amend or otherwise modify the terms of any German Receivable or
any Contract in accordance with the Credit and Collection Policy.
	 
	 	(g)	 	The Company shall grant to the Master Servicer access to the Company Account by
delivering to the relevant account bank an Account Mandate Letter. Only upon the
occurrence and during the continuance of a Termination Event or Potential Termination
Event or following the designation of a Master Servicer other than the Parent or an
Affiliate of the Parent pursuant to Clause 2.1 (Appointment of Master Servicer), such
access may be withdrawn as set forth in the Account Mandate Letter.






	3.2	 	Reports
	 
	 	 	On each Master Servicer Reporting Date, the Master Servicer shall make available to the
Agent and the Administrator a Master Servicer Report. Each such delivery of a Master
Servicer Report shall constitute the Master Servicer’s representation and warranty that,
based upon the data set forth in each Account Receivables Listing delivered in connection
with the Purchased Receivables, no breach of the Transaction Documents would have occurred
following the purchase of any Receivables offered for sale under any Receivables Transfer
Agreement.
	 
	3.3	 	Enforcement rights after Termination Event
	 
	 	 	At any time upon the occurrence and during the continuance of a Termination Event or
Potential Termination Event:






	 	(a)	 	the Agent shall be entitled to authorise any other Person to deliver Obligor
Notifications to any Obligor or such other notifications to Obligors as the Agent may
deem necessary from time to time and require the Company under the authority granted to
the Company or the Agent by any Originator in a Power of Attorney to endorse any bill
of exchange, promissory note or other instrument;
	 
	 	(b)	 	at the Agent’s request and at the Master Servicer’s expense, the Master
Servicer shall, and shall cause each of its Origination and Servicing Affiliates to (i)
give notice of the Company’s ownership of the Purchased Receivables and the security
interest of the Agent and the Secured Parties’ therein to each Obligor and direct that
payments be made directly to the Agent or its designee, and (ii) execute any power of
attorney or other similar instrument and/or take any other action necessary or
desirable to give effect to such notice and directions, including any action required
to be taken so that the obligations or other indebtedness of such Obligor in respect of
any Purchased Receivables or other Related Asset may no longer be legally satisfied by
payment to an Originator or other AGCO Party; and
	 
	 	(c)	 	at the Agent’s request, the Master Servicer shall at its own expense, and,
shall cause each of its Origination and Servicing Affiliates to (i) assemble all of the
Records and shall make the same available to the Agent at the addresses specified for
the related Originator in the Receivables Transfer Agreement to which such Originator
is a party or at any other place agreed to by such




6









 






	 	 	 	Originator and the Agent, and (ii)
segregate all cash, cheques and other instruments received by it from time to time
constituting Collections of Purchased Receivables in a manner reasonably acceptable to
the Agent and shall, promptly upon receipt, remit all such cash, cheques and
instruments, duly endorsed or with duly executed instruments of transfer, to the Agent
or its designee.






	3.4	 	Power of Attorney
	 
	 	 	The Company hereby authorises the Agent, and irrevocably appoints the Agent as its
attorney-in-fact, with full power of substitution and with full authority in the place and
stead of the Company, which appointment is coupled with an interest, at any time when a
Termination Event or Potential Termination Event exists, to take the actions set forth in
Clause 3.1 to collect all amounts due under any and all Purchased Receivables and take such
other actions (including endorsing the Company’s name on cheques, bills of exchange,
promissory notes and other instruments representing Collections) as may be required in the
course of completing the collection process contemplated in Clause 3.1. Nothing in this
Clause 3.4 shall subject such attorney-in-fact to any liability if such attorney-in-fact
elects in its sole discretion not to take any such action or if any action taken by it shall
prove to be inadequate or invalid.
	 
	4.	 	ALLOCATION, DEPOSIT AND DISTRIBUTION OF COLLECTIONS
	 
	4.1	 	Allocation and distribution of Collections
	 
	 	 	The Master Servicer shall hold and distribute Collections in accordance with this Clause
4.1.






	 	(a)	 	On each day, the Master Servicer shall in respect of the Collections that are
received or deemed received by the Company or any Originator on such day:






	 	(i)	 	firstly, procure that in the following order for the benefit of
the Agent and the Secured Parties an aggregate amount equal to the sum of:






	 	(A)	 	all Yield accrued through such day on the Net
Funding Advances and all Interest accrued through such day on the Net
Liquidity Advances;
	 
	 	(B)	 	the Servicing Fee, if any, accrued through such
day;
	 
	 	(C)	 	any other fees payable by the Company on or
before the next Settlement Date as described in the Fee Letter;
	 
	 	(D)	 	any payment or mandatory prepayment of the Net
Funding Advances or Net Liquidity Advances to be made on or before the
next Settlement Date; and
	 
	 	(E)	 	any other amounts payable by the Company as
described in the definition of Aggregate Unpaids;






	 	 	 	is held by the Company or the relevant Originator on trust, and each of the
Company and the relevant Originator hereby agrees to hold such




7









 






	 	 	 	amount on
trust, for the benefit of the parties entitled to such amounts under this
Clause 4.1(a)(i); and






	 	(ii)	 	secondly, hold on trust (or procure the holding on trust of),
pro rata based on the amounts owing pursuant to this Clause 4.1(a)(ii) to the
Company, (A) an amount equal to any operating expenses (including management
fees and expenses and any Taxes payable by Company) of the Company that will
become due and payable on or prior to the next Settlement Date, and (B) an
amount per annum retained by the Company equal to the greater of (x) Euro
10,000 and (y) 0.01% of the amount by which (1) the Collections of the
Purchased Receivables in such year exceeds (2) the Purchase Price (less, in the
case of Purchased Receivables which are French Receivables, the relevant
Subrogation Fee) of such Purchased Receivables;
	 
	 	(iii)	 	thirdly, hold on trust (or procure the holding on trust of)
the remainder, if any, of such Collections to the Company for application in
accordance with Clause 4.2.






	 	(b)	 	On each date (other than a Settlement Date) when amounts described in Clause
4.1(a)(i) are due and payable:






	 	(i)	 	the Master Servicer shall deposit, or procure the deposit of,
into the account of the Agent specified in Schedule 1 (Payment information) to
the Schedule of Definitions, out of the amounts held pursuant to Clause
4.1(a)(i), an amount equal to the sum of the amounts so due and payable (or, if
less, the amount available for such payment); and
	 
	 	(ii)	 	upon receipt by the Agent of such amount, the Agent shall
distribute it to the CP Lender or other Persons entitled thereto, in the order
of priority set forth in Clause 4.1(c)(ii).






	 	(c)	 	On each Settlement Date:






	 	(i)	 	the Master Servicer shall deposit, or procure the deposit of,
into the applicable account of the Agent specified in Schedule 1 (Payment
information) to the Schedule of Definitions, out of the amounts determined or
set aside pursuant to Clause 4.1(a)(i) (and not prior to such time deposited in
accordance with Clause 4.1(b) and applied in accordance with Clause 4.1(c)), an
amount equal to the sum of the unpaid amounts described in such Clause
4.1(a)(i) and falling due on or before such Settlement Date; and
	 
	 	(ii)	 	upon receipt by the Agent of such amount, the Agent shall
distribute it to the Persons (and in the case of payments to the Liquidity
Lenders, such payments shall be treated as payments by the Borrower to the
Liquidity Lenders under the Liquidity Agreement), for the purposes and in the
order of priority set forth below:






	 	(A)	 	to the Liquidity Lenders, pro rata based on the
amount of accrued and unpaid Interest owing to each of them, in payment




8









 






	 		 	of the accrued and unpaid Interest on the Liquidity Advances for the
related Interest Period in an amount equal to the amount of accrued and
unpaid interest on the lesser of the Asset Deficiency and the Net
Liquidity Advances;
	 
	 	(B)	 	to the Lenders, pro rata based on the amount of
accrued and unpaid Yield and Interest owing to each of them, in payment
of the accrued and unpaid Yield on the Tranches for the related Rate
Period and all other accrued and unpaid Interest on the Liquidity
Advances for the related Interest Period (and not paid under Clause
4.1(c)(ii)(A));
	 
	 	(C)	 	if AGCO Limited or any Affiliate of AGCO
Limited is not then the Master Servicer, to the Master Servicer in
payment of the accrued and unpaid Servicing Fee, if any, payable on
such Settlement Date to the extent not retained by the Master Servicer
as provided for by Clause 4.1(c)(iii);
	 
	 	(D)	 	to the Liquidity Lenders, pro rata based on the
respective principal amounts of the Liquidity Advances held by them, in
repayment and reduction of the Net Liquidity Advances, in an amount
equal to the lesser of the Asset Deficiency and the Net Liquidity
Advances then due and payable;
	 
	 	(E)	 	to the Lenders, pro rata based on the
respective principal amounts of the Advances outstanding, in repayment
and reduction of the Net Funding Advances and Net Liquidity Advances,
in each case then due and payable;
	 
	 	(F)	 	to the Agent, the Administrator, the applicable
Lenders or such other Persons as may be entitled to such payment, in
payment of any other Aggregate Unpaids (other than Net Funding
Advances, Net Liquidity Advances, Yield, Interest and Servicing Fee)
owed by the Company, any Originator and/or the Master Servicer
hereunder to such Person; and
	 
	 	(G)	 	if AGCO Limited or any Affiliate of AGCO
Limited is the Master Servicer, to the Master Servicer in payment of
the accrued Servicing Fee, if any, payable on such Settlement Date, to
the extent not retained by the Master Servicer as provided for by
Clause 4.1(c)(iii);






	 	(iii)	 	notwithstanding the foregoing, unless either (A) a Termination
Event or Potential Termination Event has occurred and is continuing, or (B) the
Agent elects, by not less than 10 days prior written notice to the Master
Servicer, to revoke its consent to the Master Servicer’s retention of any
Servicing Fee, the Master Servicer may retain amounts which would otherwise be
deposited in respect of any accrued and unpaid Servicing Fee, in which case no
deposit or distribution shall be made in respect of such Servicing Fee under
this Clause 4.1(c); and




9









 






	 	(iv)	 	the Master Servicer shall retain and the Company or the
relevant Originator, as the case may be, shall continue to hold in trust in
accordance with Clause 4.1(a), any amounts held pursuant to Clause 4.1(a)(i) in
excess of the amount required to be deposited in the Agent’s account pursuant
to this Clause 4.1(c) or pursuant to Clause 4.1(b) above.






	 	(d)	 	Notwithstanding anything herein or in any other Transaction Document to the
contrary, on and after the occurrence and during the continuance of a Termination Event
or a Potential Termination Event, the Company shall, and shall require the Master
Servicer, any Originator and any other AGCO Party to, upon the request of the Agent to
the Company (with a copy to the Master Servicer), within one Business Day after receipt
by such Person of any Collections, including any Collections received or deposited into
another account, remit (or cause to be remitted) such Collections together with all
interest and earnings thereon to the CP Lender Account






	4.2	 	Application of Collections allocated to the Company






	 	(a)	 	On each Settlement Date, the Master Servicer shall apply, on behalf of the
Company, Collections in respect of Purchased Receivables held for the Company under
Clause 4.1(a)(iii) as follows:






	 	(i)	 	first, to the payment, pro rata based on the respective amounts
owing in respect thereof, of the Subrogation Price of French Receivables to be
purchased pursuant to the French Receivables Transfer Agreement and to the
payment of the Purchase Price of German Receivables to be purchased pursuant to
the German Receivables Transfer Agreement;
	 
	 	(ii)	 	second, pro rata based on the respective amounts owing in
respect thereof, to the payment of the Purchase Price of new Receivables
purchased or to be purchased by the Company on such day pursuant to the
Receivables Transfer Agreements;
	 
	 	(iii)	 	third, to the payment of accrued interest and other amounts
outstanding with respect to any Subordinated Loan owed by the Company to the
Subordinated Lender, provided that no payment shall be made in accordance with
this Clause 4.2(a)(iii) unless, following such payment, the Net Receivables
Balance is greater than or equal to the sum of (A) the aggregate amount of
outstanding Commercial Paper issued to fund Funding Advances, plus (B) the Net
Liquidity Advances, plus (C) the Required Capital Percentage of the Net
Receivables Balance, at such time; and
	 
	 	(iv)	 	fourth, for investment by the Master Servicer in Eligible
Investments; provided that no such Eligible Investments shall include any
option or other embedded derivative feature nor be in the form of an equity
security.






	 	(b)	 	The amount of Collections held for the Company under Clause 4.1(a) on any day
shall be allocated among the Originators and the Subordinated Lender for




10









 






	 	 	 	application
pursuant to Clauses 4.2(a)(i) through (iv); provided that no amount shall be
distributed to any Originator or the Subordinated Lender in excess of available
Collections on Receivables purchased by the Company from such Originator.
	 
	 	(c)	 	On or before each Master Servicer Reporting Date, the Master Servicer will
calculate the aggregate amounts paid or payable to each Originator and the Subordinated
Lender under Clause 4.2(a) during the preceding calendar month, and will set forth the
results of such calculations and any resulting adjustments as indicated in the form of
the Master Servicer Report.






	4.3	 	Handling of Collections






	 	(a)	 	So long as the Master Servicer shall hold any Collections then or thereafter
required to be paid by the Company or the Master Servicer to the Agent, it shall hold
such Collections, and any interest or investment earnings thereon, in trust on behalf
of (and to the order of) the Agent in accordance with the order of priority set out in
Clause 4.1 (Allocation and distribution of Collections).
	 
	 	(b)	 	The Master Servicer shall, upon the reasonable request of the Agent, segregate,
in a manner acceptable to the Agent (acting reasonably), all cash constituting
Collections and all cheques, Promissory Notes, and other instruments received by it
which evidence Purchased Receivables and the proceeds thereof constituting Collections,
received by it from time to time, from the general funds of each of the Master
Servicer, the Company, the Originators and the Sub-servicers prior to the remittance
thereof to the Agent in accordance with this Agreement. If the Master Servicer is
required to segregate Collections, cheques, promissory notes and other instruments
evidencing Purchased Receivables pursuant to the preceding sentence, the Master
Servicer shall segregate and deposit in an account in the name of the Agent acting for
the Secured Parties with a bank designated by the Agent such Collections, cheques,
promissory notes and other instruments on the first Business Day following receipt by
the Master Servicer thereof, duly endorsed or with duly executed instruments of
transfer.
	 
	 	(c)	 	Each of the Company and the Master Servicer agrees that, from time to time,
upon a reasonable request of the CP Lender or the Agent, it shall:






	 	(i)	 	take such actions as the CP Lender or the Agent deems necessary
or desirable (in each case acting reasonably) to cause all cash constituting
Collections and all cheques and other instruments evidencing Purchased
Receivables and any Related Assets to come into the possession of the CP Lender
or the Agent rather than the Company, any Originator or the Master Servicer;
	 
	 	(ii)	 	transfer all cash constituting Collections received or deemed
received (in accordance with the terms hereof) by the Master Servicer, the
Company , any Originator or any Sub-servicer to such accounts as the CP Lender
or the Agent on its behalf may from time to time specify, with such frequency
as the CP Lender or the Agent may require (acting reasonably); and




11









 






	 	(iii)	 	endorse the CP Lender’s name on cheques and other instruments
representing Purchased Receivables.






	 	(d)	 	No Advance shall be deemed reduced by any amount held in trust or held in any
account unless and until, and then only to the extent that, such amount is finally paid
to the Agent in accordance with Clause 4.1.






	4.4	 	Deemed Collections






	 	(a)	 	Dilutions. If, on any day, any Purchased Receivable becomes a Diluted
Receivable, other than by reason of the operation of Clause 4.4(b), the Company shall
be deemed to have received on such day a Collection of such Purchased Receivable in the
amount of the reduction, adjustment or cancellation of the Outstanding Balance thereof
which resulted in such Purchased Receivable being a Diluted Receivable.
	 
	 	(b)	 	Breach of Representation or Warranty. If on any day any of the representations
or warranties in Clause 4 (Representations and warranties) of the Receivables Funding
Agreement or Clause 5 (Representations and warranties) of this Agreement was or becomes
untrue with respect to a Purchased Receivable, the Company shall be deemed to have
received on such day a Collection of such Purchased Receivable in full.
	 
	 	(c)	 	Payment. If the Company is deemed to have received a Collection on any
Purchased Receivable pursuant to Clause 4.4(a) or (b), the Company shall be obliged to
pay an amount equal to such Deemed Collection to the Master Servicer and such amount
shall be applied by the Master Servicer in accordance with Clause 4.1 (Allocation and
distribution of Collections). The payment of such amount shall become due on the date
of such Deemed Collection, but not payable until the Settlement Date next following the
date of such Deemed Collection, provided that, if a Termination Event has occurred and
is continuing, such payment shall be due and payable on the date of such Deemed
Collection.
	 
	 	(d)	 	To the extent that (i) the Company has received the full Outstanding Balance of
a Purchased Receivable referred to in Clause 4.4(b) and (ii) the Company subsequently
receives Collections with respect to such Purchased Receivable, the Company shall pay
to the relevant Originator the Collections so received.






	4.5	 	Payments, etc.






	 	(a)	 	All amounts to be paid or deposited by the Company or the Master Servicer
hereunder shall be paid in a manner such that the amount to be paid or deposited is
actually received by the Person to which such amount is to be paid or on behalf of
which such amount is to be deposited, in accordance with the terms hereof on the day
when due in immediately available funds.
	 
	 	(b)	 	All amounts payable to the Agent (whether on behalf of or for the account of
any Secured Party or otherwise) shall be paid or deposited in the account indicated
under the heading “Payment Information” in Schedule 1 (Payment




12









 






	 	 	 	information) to the
Schedule of Definitions, unless otherwise notified by the Agent.
	 
	 	(c)	 	The Company shall, to the extent permitted by Law, pay to the Agent, for the
benefit of the Secured Parties, upon demand, interest on all amounts not paid or
deposited when due hereunder at a rate equal to the Default Rate.
	 
	 	(d)	 	Euro is the currency of account for each payment made or to be made under this
Agreement with respect to each Receivables Pool.






	4.6	 	Payments of Liquidity Advances
	 
	 	 	The parties hereto agree and acknowledge that on any Settlement Date on which repayment of
Liquidity Advances and payment of Interest is due under the Liquidity Agreement, such
Liquidity Advances and Interest shall be paid out of the Collections available therefore
pursuant to Clause 4.1 (Allocation and distribution of Collections). Any payments so made
shall be treated as payments by the Borrower to the Liquidity Lenders under the Liquidity
Agreement.
	 
	5.	 	REPRESENTATIONS AND WARRANTIES
	 
	5.1	 	Representations and warranties of the Master Servicer
	 
	 	 	Each of the Master Servicer and AGCO Germany, in its capacity as Sub-Servicer, represents
and warrants to the Company and the Agent, for the benefit of the Agent and the Secured
Parties, that, on the Closing Date and on each Settlement Date:






	 	(a)	 	Corporate Existence and Power. It is a body corporate duly organised and
validly existing under the laws of its jurisdiction of incorporation and (ii) has all
corporate power and all governmental licences, authorisations, consents and approvals
required to carry on its business in each jurisdiction in which its business is
conducted, the failure to have which would have a Material Adverse Effect.
	 
	 	(b)	 	No Conflict. The execution, delivery and performance by it of each Transaction
Document to which it is a party:






	 	(i)	 	are within its corporate powers;
	 
	 	(ii)	 	have been duly authorised by all necessary corporate action and
have been duly executed and delivered;
	 
	 	(iii)	 	do not contravene or violate:






	 	(A)	 	any of its constitutional documents;
	 
	 	(B)	 	any law, rule or regulation applicable to it
which would result in a Material Adverse Effect;
	 
	 	(C)	 	any restrictions under any agreement, contract
or instrument to which it is a party or by which it or any of its
property is bound which would result in a Material Adverse Effect; or




13









 






	 	(D)	 	any order, writ, claim form, judgment, award,
injunction or decree binding on or affecting it or any of its property,
which contravention or violation would result in a Material Adverse
Effect; and






	 	(iv)	 	do not result in the creation or imposition of any Adverse
Claim on its assets (except as created under any Transaction Document).






	 	(c)	 	Governmental Authorisation. No authorisation or approval or other action by,
and no notice to or filing with, any Governmental Entity or regulatory body, the
absence of which could have a Material Adverse Effect, is required for the due
execution, delivery and performance by it of any Transaction Documents to which it is a
party.
	 
	 	(d)	 	Binding Effect. Each Transaction Document to which it is a party constitutes
its legal, valid and binding obligations, enforceable against it in accordance with its
terms (as such enforcement may be subject to any applicable Enforcement Limitation).
	 
	 	(e)	 	Accuracy of Information. All information furnished or made available by it or
on its behalf to the Company or the Agent for the purposes of or in connection with
this Agreement, any of the other Transaction Documents, or any transaction contemplated
hereby or thereby is, and all such information hereafter furnished or made available by
it or on its behalf to the Company or the Agent shall, to the best of its knowledge and
belief, be true, accurate and complete in every material respect on the date such
information is stated or certified, and no such item contains or will contain any
untrue statement of a material fact or omits or will omit to state a material fact
necessary in order to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading.
	 
	 	(f)	 	Financial Statements. (i) The Parent’s audited consolidated balance sheets and
the statements of income relating thereto, for the most recently-ended fiscal year of
the Parent which have been prepared in accordance with GAAP applicable to the Parent
consistently applied and copies of which have been furnished or made available to the
Agent, present a true and fair view of the consolidated financial condition of the
Group Companies on such date; and (ii) the Master Servicer’s audited balance sheets and
the statements of income relating thereto, for its most recently-ended fiscal year
which have been prepared in accordance with GAAP applicable to it consistently applied
and copies of which have been furnished or made available to the Agent, present a true
and fair view of its financial condition on such date.
	 
	 	(g)	 	Places of Business. Its registered office, Centre of Main Interest and
principal places of business where it keeps all its Records, are located at the
address(es) listed in Exhibit 1 to the Schedule of Definitions or such other locations
notified to the Agent in accordance with Clause 6.2(d).
	 
	 	(h)	 	Actions, Suits. There are no actions, suits or proceedings pending or, to its
knowledge threatened against or affecting it or any of its properties in or before any
court, arbitrator or other body, which would have a Material




14









 






	 	 	 	Adverse Effect. It is not
in default with respect to any order of any court, arbitrator or governmental body
which default would have a Material Adverse Effect.
	 
	 	(i)	 	Other Defaults. It does not have any indebtedness (other than to another Group
Company and whether individually or collectively) in excess of the Threshold Amount
which has been declared to be or otherwise has become due and payable prior to its
scheduled maturity date.
	 
	 	(j)	 	Sovereign Immunity. None of its properties or assets has any right of immunity
on the grounds of sovereignty or otherwise from any legal action, suit or proceeding,
set-off or counterclaim, the jurisdiction of any competent court, service of process
upon it or any agent, attachment prior to judgment, attachment in aid of execution,
execution or any other process for the enforcement of any judgment or other legal
process in respect of any of its obligations under any Transaction Document to which it
is a party. To the extent that, the foregoing notwithstanding, it has or may have any
such immunity, such right of immunity is hereby irrevocably and unconditionally waived.
	 
	 	(k)	 	Corporate Information. All shareholders’ resolutions or other events or
circumstances with respect to it (including all excerpts from any commercial register)
which are required or which are capable of being recorded in the commercial register in
the jurisdiction of its incorporation have been so recorded, save for such resolutions
or other events or circumstances where any failure to so record would not have a
Material Adverse Effect.
	 
	 	(l)	 	Tracking. The Master Servicer has the capability (i) at any given time to
identify the Purchased Receivables of each individual Obligor, (ii) to track
Collections in respect of each Obligor of the Purchased Receivables and Collections in
respect of each individual Purchased Receivable and of each of the Receivables that
have been or will be offered for sale under each Receivables Transfer Agreement and
(iii) as among the Purchased Receivables payable by any Obligor, to identify which of
such Purchased Receivables (if any) are Defaulted Receivables and/or Delinquent
Receivables. Each Originator has the capability (i) at any given time to identify each
Purchased Receivable originated by such Originator of each individual Obligor and (ii)
to track Collections in respect of each Obligor of the Purchased Receivables and
Collections in respect of each individual Purchased Receivable and of each of the
Receivables that have been or will be offered for sale under each Receivables Transfer
Agreement and (iii) as among the Purchased Receivables payable by any Obligor, to
identify which of such Purchased Receivables (if any) are Defaulted Receivables and/or
Delinquent Receivables.
	 
	 	(m)	 	Eligibility of Receivables. Each Purchased Receivable represented by it to be
an Eligible Receivable in any Master Servicer Report is in fact an Eligible Receivable
as of the Purchase Date relating to such Purchased Receivable and the date of such
report, and each Purchased Receivable which is included in the calculation of any Net
Receivables Balance as of any time is in fact an Eligible Receivable and not a
Defaulted Receivable at such time. It has no knowledge of any fact (including any
defaults by the Obligor thereunder on




15









 






	 	 	 	any other Purchased Receivable) that would cause
it or should have caused it to expect any payments on such Purchased Receivable not to
be paid in full when due or that is reasonably likely to cause or result in any other
Material Adverse Effect with respect to such Purchased Receivable.
	 
	 	(n)	 	Credit and Collection Policy. Except as otherwise permitted under, or
contemplated by, this Agreement, the Credit and Collection Policy has not been amended
or modified in any respect which would have a Material Adverse Effect.
	 
	 	(o)	 	Material Adverse Effect. Since its most recent financial statements, there has
been no Material Adverse Effect in relation to the Master Servicer.
	 
	 	(p)	 	Accounts






	 	(i)	 	Collections are only paid into the AGCO Accounts.
	 
	 	(ii)	 	The Obligor in respect of each Purchased Receivable has been
instructed to make payments in respect of such Purchased Receivable only to the
AGCO Accounts.






	 	(q)	 	No Termination Event. No event has occurred and is continuing and no condition
exists which constitutes or may reasonably be expected to constitute a Termination
Event.
	 
	 	(r)	 	Solvency. It is solvent and able to pay its debts as they fall due and has not
suspended or threatened to suspend making payments (whether of principal or interest)
with respect to all or any class of its debts and will not become insolvent or unable
to pay its debts in consequence of any obligation or transaction contemplated in the
Transaction Documents.
	 
	 	(s)	 	Insolvency procedures. No corporate action has been taken or is pending, no
other steps have been taken (whether out of court or otherwise) and no legal
proceedings (other than any frivolous and vexatious proceedings which are dismissed
within 10 days) have been commenced or are threatened or are pending for:






	 	(i)	 	its bankruptcy, liquidation, suspension of payments, controlled
management, winding-up, liquidation, dissolution, administration or
reorganisation; or
	 
	 	(ii)	 	it to enter into any composition or arrangement with its
creditors; or
	 
	 	(iii)	 	the appointment of a receiver, administrative receiver,
trustee or similar officer in respect of it or any of its property, undertaking
or assets.






	 	 	 	No event equivalent to any of the foregoing has occurred in or under the laws of any
relevant jurisdiction.




16









 












	5.2	 	Additional representations and warranties of the Master Servicer
	 
	 	 	Each of the Master Servicer and AGCO Germany, in its capacity as Sub-Servicer, represents
and warrants on the Closing Date and on each Settlement Date to the Company, the Agent, the
Administrator and the Secured Parties, which representation and warranty shall survive the
execution and delivery of this Agreement, that each of the representations and warranties of
the Master Servicer or AGCO Germany (whether made in its capacity hereunder or under another
Transaction Document) contained in any other Transaction Document is true, complete and
correct and applies with equal force to the Master Servicer or AGCO Germany in its capacity
as the Master Servicer or Sub-Servicer, as applicable, and each of the Master Servicer and
AGCO Germany hereby makes each such representation and warranty to, and for the benefit of,
the Company, the Agent, the Administrator and the Secured Parties as if the same were set
forth in full herein.
	 
	6.	 	COVENANTS
	 
	6.1	 	Affirmative covenants of the Master Servicer
	 
	 	 	At all times from the date hereof to the Final Payout Date, unless the Agent shall otherwise
consent in writing:






	 	(a)	 	Reporting Requirements. The Master Servicer shall maintain for itself and its
Subsidiaries a system of accounting established and administered in accordance with
GAAP, and shall furnish or make available (or cause to be furnished or made available)
to the Agent:






	 	(i)	 	Annual Reporting. Upon the request of the Agent and after
filing thereof with the relevant Official Body, audited financial statements
certified in a manner acceptable to the Agent by a duly authorised officer of
the Master Servicer;
	 
	 	(ii)	 	Compliance Certificate. Together with the financial statements
required hereunder, a compliance certificate signed by the Master Servicer’s
director of finance or chief financial officer, stating that (A) the attached
financial statements have been prepared in accordance with GAAP and accurately
reflect the financial condition of the Master Servicer and its Subsidiaries,
and (B) to the best of such Person’s knowledge, no Termination Event or
Potential Termination Event exists, or if any Termination Event or Potential
Termination Event exists, stating the nature and status thereof and the action,
if any, taken or proposed to be taken to remedy the same.
	 
	 	(iii)	 	Other Information. To the extent not prohibited by applicable
Law, such other information (including non-financial information) as the Agent
or the Administrator may from time to time reasonably request with respect to
the Master Servicer or any Subsidiary of the Master Servicer.






	 	(b)	 	Conduct of Business. The Master Servicer shall, and shall cause each of its
Subsidiaries to, (i) carry on and conduct its business in substantially the same




17









 






	 	 	 	manner
and in substantially the same fields of enterprise as it is presently conducted, (ii)
do all things necessary to remain duly organised, validly existing and in good standing
in its jurisdiction of organisation, and (iii) maintain all requisite authority to
conduct its business in each jurisdiction in which its business is conducted.
	 
	 	(c)	 	Compliance with Laws, etc. The Master Servicer shall, and shall cause each of
its Subsidiaries to, (i) comply with all Laws to which it or its respective properties
may be subject, non-compliance with which would have a Material Adverse Effect and (ii)
preserve and maintain its corporate existence, licenses, rights, franchises,
qualifications and privileges.
	 
	 	(d)	 	Audits. The Master Servicer shall, and shall procure that each Originator
shall, during regular business hours on any European Business Day as requested by the
Company upon reasonable notice (or, after the occurrence of a Termination Event or
Potential Termination Event, as frequently and at such times as the Company shall
determine and whether or not on notice), permit the Company, the Agent and their
respective agents or representatives (including the auditors appointed by the Agent for
the purpose) to conduct an audit of the Master Servicer and each Originator and, in
connection therewith, without limitation:






	 	(i)	 	to examine and make copies of and abstracts from all Records in
the possession or under the control of the Master Servicer and each Originator
relating to Purchased Receivables and the Related Assets, including, without
limitation, the related Contracts; and
	 
	 	(ii)	 	to visit the offices and properties of the Master Servicer and
each Originator for the purpose of examining such materials described in clause
(i) above, and to discuss matters relating to the Master Servicer’s and each
Originator’s financial condition, or the Purchased Receivables and the Related
Assets, the Master Servicer’s, each Originator’s and each Sub-Servicer’s
performance under the Transaction Documents to which it is party, and under the
Contracts, with any of the officers or employees of the Master Servicer and
each Originator.






	 	 	 	Following the occurrence of a Termination Event or a Potential Termination Event,
the Master Servicer shall reimburse the Company and the Agent for any reasonable out
of pocket costs and expenses incurred in connection with the actions described in
this Clause 6.1(d).
	 
	 	(e)	 	Keeping and Maintaining of Records and Books; Notation in Financial Statements.






	 	(i)	 	The Master Servicer shall, in each case with respect to the
Purchased Receivables, maintain and implement administrative and operating
procedures (including an ability to recreate records evidencing such
Receivables and identifying such Receivables in the event of the destruction of
the originals thereof), and keep and maintain all documents, books, records and
other information reasonably necessary




18









 






	 		 	or advisable for the collection of all
such Receivables (including records adequate to permit the immediate
identification of each Purchased Receivable, the Equipment or Parts relating to
such Receivable and all Collections of and adjustments to such Receivable) and
provide to the Agent from time to time such information as the Agent may
reasonably request. The Master Servicer shall give the Agent and the Company
notice of any material change in the administrative and operating procedures
referred to in the previous sentence.
	 
	 	(ii)	 	The Master Servicer shall keep a complete and accurate copy of
each Account Receivables Listing delivered by the Originators under the
Receivables Transfer Agreements.






	 	(f)	 	Performance and Compliance with Receivables and Contracts and Credit and
Collection Policy. The Master Servicer shall (i) at its own expense, timely and fully
perform and comply with all material provisions, covenants and other promises required
to be observed by it under any Contract related to the Purchased Receivables; and (ii)
timely and fully comply with the applicable Credit and Collection Policy.
	 
	 	(g)	 	Personal Information. Notwithstanding anything in any Transaction Document to
the contrary, the Master Servicer shall ensure that no personal or other information
in, or otherwise relating to, any Contract, Purchased Receivable, any Collection
related thereto, or any other Affected Asset or any Record
(“Relevant Personal Data”)
is transmitted or delivered to, or otherwise received by, the Company, the Agent or any
other Indemnified Party if such transmission, delivery or receipt would result in the
violation by such Person of any legislation or regulation relating to data protection;
provided that, upon the request of the Agent at any time after a Termination Event or
Potential Termination Event has occurred and is continuing, the Master Servicer shall,
and shall cause each of the Originators to, in each case, at its own expense,
co-operate, assist and otherwise take all necessary actions as may be required to
ensure that all Relevant Personal Data is transferred to the Agent (or such other
Person as the Agent may direct) in accordance with all applicable Law, including
entering into any further deeds or documents which may be required to comply with any
such legislation or regulations relating to data protection.
	 
	 	(h)	 	Notices. The Master Servicer shall notify the Agent and the Company in writing
of any of the following, describing the same and, if applicable, the steps being taken
with respect thereto:






	 	(i)	 	Termination Event. Immediately upon becoming aware thereof,
the occurrence of any Termination Event or Potential Termination Event, by a
statement of one of its duly authorised officers;
	 
	 	(ii)	 	Final Judgment. As soon as reasonably practicable following the
occurrence thereof, the entry of any final judgment or decree (which is not
subject to any further appeal) against the Parent, the Company, any Originator
or the Master Servicer in an amount which, when aggregated with any other
undischarged judgments or decrees against




19









 






	 	 	 	the Parent, the Company, such
Originator the Master Servicer is in excess of the Threshold Amount at the time
of entry of such judgment or decree;
	 
	 	(iii)	 	Litigation. As soon as reasonably practicable following the
occurrence thereof and, in any event, no later than the immediately succeeding
Settlement Date, the institution of any litigation, dispute resolution,
arbitration proceeding or governmental proceeding against the Parent, the
Company, any Originator or the Master Servicer or to which it becomes party
seeking monetary damages in an amount which, when aggregated with any other
such monetary damages sought against the Parent, the Company, any Originator or
the Master Servicer is in excess of the Threshold Amount; and
	 
	 	(iv)	 	Adverse Claims. Immediately upon becoming aware thereof, the
creation or imposition of any Adverse Claim on any Purchased Receivable or any
Security Asset (except as created under any Transaction Document) or the
occurrence of a Material Adverse Effect.






	6.2	 	Negative covenants of the Master Servicer
	 
	 	 	At all times from the date hereof to the Final Payout Date, unless the Agent shall otherwise
consent in writing:






	 	(a)	 	No Extension or Amendment of Receivables. The Master Servicer shall not (i)
extend, amend or otherwise modify the terms of any Purchased Receivable, or (ii) amend,
modify or waive any term or condition of any Contract related thereto, other than as
permitted by the Credit and Collection Policy.
	 
	 	(b)	 	No Change in Business or Credit and Collection Policy. The Master Servicer
shall not (i) make any material change in the general nature of its business without
the prior written consent of the Agent, or (ii) make any change in any Credit and
Collection Policy (other than as permitted by the Transaction Documents).
	 
	 	(c)	 	No Mergers, etc. The Master Servicer shall not consolidate or merge with or
into, or sell, lease or transfer all or substantially all of its assets to, any other
Person, unless in the case of any such action by the Master Servicer (i) no Termination
Event, Potential Termination Event or Material Adverse Effect would occur or be
reasonably likely to occur as a result of such transaction, (ii) such Person executes
and delivers to the Agent and each Secured Party an agreement by which such Person
assumes the obligations of the Master Servicer hereunder and under the other
Transaction Documents to which it is a party, or confirms that such obligations remain
enforceable against it, together with such certificates and opinions of counsel as the
Agent or any Lender may reasonably request.
	 
	 	(d)	 	Name Change, Offices, Records and Books of Accounts. The Master Servicer shall
not:






	 	(i)	 	change its name or identity; or




20









 






	 	(ii)	 	change its corporate structure, which change would have a
Material Adverse Effect; or
	 
	 	(iii)	 	relocate any office where Records are kept,






	 	 	 	in each case without having given the Agent at least 30 days prior written notice
thereof.
	 
	 	(e)	 	Change in Payment Instructions to Obligors. The Master Servicer shall not, at
any time following the delivery of any Obligor Notification to an Obligor, amend,
supplement or otherwise modify or cancel or revoke any Obligor Notification or other
payment instructions to any Obligor given in accordance with this Agreement and shall
not instruct any Obligor to make payments in respect of Purchased Receivables to any
account other than the account referred to in such Obligor Notification.
	 
	 	(f)	 	No impairment of security. The Master Servicer shall not take any action or
permit any action to occur or suffer any circumstance to exist which would result in
any security or security interest granted, or charge or security agreement or document
entered into or registered or filed, in connection with this Agreement or any other
Transaction Document becoming impaired or unenforceable in any material respect.






	7.	 	SERVICING FEE
	 
	7.1	 	Servicing Fee
	 
	 	 	The Agent and the Master Servicer may from time to time agree a Servicing Fee to be paid to
the Master Servicer in accordance with Clause 4.1 and subject to the priorities therein. If
the Master Servicer is not AGCO Limited or an Affiliate of AGCO Limited, the Master
Servicer, by giving three Business Days prior written notice to the Agent, may revise the
percentage used to calculate the Servicing Fee so long as the revised percentage will not
result in a Servicing Fee that exceeds one hundred and ten percent (110%) of the reasonable
and appropriate out-of-pocket costs and expenses of such Master Servicer incurred in
connection with the performance of its obligations hereunder as documented to the reasonable
satisfaction of the Agent; provided that if on any Settlement Date the sum of the Net
Funding Advances and the Net Liquidity Advances exceeds the Borrowing Base as determined as
of the last day of the immediately preceding Reporting Period, any compensation to the
Master Servicer in excess of the Servicing Fee initially provided for herein shall be an
obligation of the Company and shall not be payable, in whole or in part, from Collections
allocated to the CP Lender.
	 
	7.2	 	Value added taxes
	 
	 	 	Each of the parties hereto agrees that the Servicing Fee determined in accordance with
Clause 7.1 shall be inclusive of all value added taxes and comparable or similar Taxes and
that (a) the payor of such fee shall have no responsibility to pay any additional amount in
respect of any such Taxes and (b) in the event that any such Taxes are payable with respect
to the payment or receipt of the Servicing Fee, the Master Servicer shall promptly pay such
Taxes in full or, to the extent such Taxes have already been paid by a Person legally
obligated to pay such Taxes (other than the




21









 






	 	 	Master Servicer), the Master Servicer shall
promptly reimburse such payor in full, whether out of such fees received by it or otherwise.
	 
	8.	 	INDEMNIFICATION
	 
	8.1	 	Indemnities by the Master Servicer
	 
	 	 	Without limiting any other rights which the Agent or the CP Lender or the other Indemnified
Parties may have hereunder or under applicable law, the Master Servicer hereby agrees to
indemnify the Indemnified Parties and the Company from and against any and all Indemnified
Amounts arising out of or resulting from (whether directly or indirectly):






	 	(a)	 	the failure of any information contained in any Master Servicer Report to be
true and correct, or the failure of any other information provided to any Indemnified
Party by, or on behalf of, the Master Servicer to be true and correct;
	 
	 	(b)	 	the failure of any representation, warranty or statement made or deemed made by
the Master Servicer (or any of its officers) under or in connection with this Agreement
to have been true and correct as of the date made or deemed made;
	 
	 	(c)	 	the failure by the Master Servicer to comply with any applicable Law with
respect to any Purchased Receivable or any Contract related thereto;
	 
	 	(d)	 	any dispute, claim, offset or defence of the Obligor to the payment of any
Purchased Receivable resulting from or related to the collection activities in respect
of such Purchased Receivable;
	 
	 	(e)	 	any failure of the Master Servicer to perform its duties or obligations in
accordance with the provisions hereof; or
	 
	 	(f)	 	the commingling of Collections of Purchased Receivables at any time with other
funds.






	8.2	 	Currency indemnity
	 
	 	 	If under any applicable law or regulation, or pursuant to a judgment or order being made or
registered against the Master Servicer, or the liquidation of the Master Servicer, or for
any other reason, any payment under or in connection with this Agreement or any Transaction
Document is made (including any payment pursuant to this Clause 8) or fails to be satisfied,
in a currency (the “payment currency”) other than the currency in which such payment is
expressed to be due under or in connection with this Agreement or any Transaction Document
or, in the event no currency is specified, a currency determined by the Person (in its
reasonable good faith opinion) to whom such payment is owed or otherwise payable (the
“contractual currency”), then, to the extent that the amount of such payment actually
received by the Agent, the Administrator, the Company, any Indemnified Party or any Lender
(the “payee”) when converted into the contractual currency at the rate of exchange falls
short of such amount due, the Master Servicer (the “currency
payor”) as a separate and
independent obligation, shall indemnify and hold harmless the payee against the




22









 






	 	 	amount of
such shortfall. For the purposes of this Clause “rate of exchange” means the rate at which
the payee is able on or about the date of such payment to purchase, in accordance with its
normal practice, the contractual currency with the payment currency and shall take into
account (and the payor shall be liable for) any premium and other costs of exchange
including any taxes or duties incurred by reason of any such exchange.
	 
	8.3	 	Taxes






	 	(a)	 	All payments and distributions made in respect of Receivables to which this
Agreement is subject, and all payments and distributions made or deemed made hereunder
by Master Servicer to any Person (herein, each a
“recipient”) (all of the foregoing
“covered payments”) shall be made free and clear of and without deduction of any Taxes,
(other than Excluded Taxes) except to the extent required by applicable Law. In the
event that any withholding or deduction from any covered payment is required in respect
of any Taxes, then the Master Servicer shall:






	 	(i)	 	promptly upon becoming aware that it must make a deduction or
withholding (or that there is any change in the rate or the basis of such
deduction or withholding) notify the recipient accordingly. Similarly the
recipient shall notify the Master Servicer on becoming so aware in respect of a
covered payment;
	 
	 	(ii)	 	withhold or deduct the required amount from such payment;
	 
	 	(iii)	 	pay (or procure the payment of) directly to the relevant
authority the full amount required to be so withheld or deducted;
	 
	 	(iv)	 	within 30 days of making such payment in (iii) above, forward
to such recipient an official receipt or other documentation satisfactory to
such recipient evidencing such payment to such authority; and
	 
	 	(v)	 	except in the case of Excluded Taxes, pay (or procure the
payment of), out of funds other than Collections, to the recipient such
additional amount or amounts as is necessary to ensure that the net amount
actually received by the recipient will equal the full amount such recipient
would have received had no such withholding or deduction been required.






	 	(b)	 	The recipient and the Master Servicer shall co-operate in completing any
procedural formalities necessary for the Master Servicer to obtain authorisation under
an applicable treaty to make a payment without a (or with a lower rate of) withholding
or deduction and the recipient shall notify the Master Servicer promptly in writing if
it ceases to be entitled to an exemption from withholding or deduction under that
treaty.
	 
	 	(c)	 	Moreover, if any Taxes (other than Excluded Taxes) are directly asserted
against any recipient with respect to any payment or income earned or received by such
recipient hereunder or under any other Transaction Document, the Master Servicer will
promptly pay such additional amounts




23









 






	 	 	 	(including any penalties, interest or expenses) as
shall be necessary in order that the net amounts received and retained by the recipient
after the payment of such Taxes (including any Taxes on such additional amount) shall
equal the amount such recipient would have received had such Taxes not been asserted.
	 
	 	(d)	 	No recipient shall be entitled to be indemnified under any other indemnity
contained in any other Transaction Document in respect of Taxes directly asserted
against the recipient in the circumstances described in Clause 8.3(c) if such recipient
has already been indemnified by the Master Servicer under Clause 8.3(c).
	 
	 	(e)	 	If the Master Servicer fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the recipient the required receipts or other
required documentary evidence, the Master Servicer shall indemnify the recipient for
any incremental Taxes that may become payable by any recipient as a result of any such
failure except that such indemnity shall not apply to the extent that it can be shown
that (i) such recipient failed to provide reasonable written notice to the Master
Servicer of such Taxes (the amount of which the Master Servicer could not otherwise
have reasonably known would have arisen) or (ii) the Taxes arose because of delay which
was solely caused by actions or omissions of the recipient.
	 
	 	(f)	 	In the event that the Master Servicer pays any additional amount or amounts
pursuant to Clause 8.3(a)(v),(c) or (e) (an “additional tax payment”), and in the
event the recipient thereof determines, acting reasonably, that, as a result of such
additional tax payment, it is effectively entitled to obtain, utilise and retain a
refund of any Taxes or a tax credit in respect of Taxes which reduces the tax liability
of such recipient (a “tax saving”), then such recipient shall, to the extent it can do
so without prejudice to the amount of any other deduction, credit or relief, upon
actual receipt of such tax saving reimburse to the Master Servicer such amount as such
recipient shall determine, acting reasonably, to be the proportion of the tax saving as
will leave such recipient (after such reimbursement) in no better or worse position
than it would have been in had the payment by the Master Servicer in respect of which
the foregoing additional tax payment was made not been subject to any withholding or
deduction on account of Taxes. If the Master Servicer shall have received from any
recipient any amount described in the preceding sentence and it is subsequently
determined that such recipient was not entitled to obtain, utilise or retain the amount
of the tax saving claimed, then the Master Servicer shall repay such amount to such
recipient. Each recipient shall have sole discretion to arrange its affairs (including
its tax affairs) without regard to this Clause 8.3(f) and no recipient shall be
obligated to disclose any information regarding its affairs (including its tax affairs)
or computations to the Master Servicer.






	8.4	 	Stamp taxes, etc.
	 
	 	 	The Master Servicer for so long as it is AGCO Limited or any Affiliate of AGCO Limited
hereby agrees to pay on demand all stamp and other Taxes (other than Excluded Taxes) and
fees (including interest, late payment fees and penalties) paid, payable or determined to be
payable in connection with the execution, delivery, performance (including any sale of
Receivables), filing and recording of this




24









 






	 	 	Agreement, any other Transaction Document or any
other instrument, document or agreement filed or delivered in connection therewith.
	 
	9.	 	MISCELLANEOUS
	 
	9.1	 	Term of Agreement
	 
	 	 	This Agreement shall terminate on the Final Payout Date; provided that (i) the rights and
remedies of the Agent, the Company, the CP Lender and the other Secured Parties with respect
to any representation and warranty made or deemed to be made by the Master Servicer pursuant
to this Agreement, (ii) the indemnification and payment provisions of Clause 8
(Indemnification), (iii) the agreements set forth in Clauses 9.9 (Consent to disclosure),
9.10 (Confidentiality), 9.11 (No petition) and 9.12 (Limited recourse), shall be continuing
and shall survive any termination of this Agreement.
	 
	9.2	 	Waivers; amendments






	 	(a)	 	No failure or delay on the part of any party hereto in exercising any power,
right or remedy under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or remedy preclude any other
further exercise thereof or the exercise of any other power, right or remedy. The
rights and remedies herein provided shall be cumulative and nonexclusive of any rights
or remedies provided by law.
	 
	 	(b)	 	Any provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Company, the Master Servicer and
the Agent.






	9.3	 	Notices
	 
	 	 	All communications and notices provided for hereunder shall be provided in the manner
described in Clause 4 (Communications) of the Schedule of Definitions.
	 
	9.4	 	Governing law; submission to jurisdiction; appointment of service agent






	 	(a)	 	This Agreement and, to the extent incorporated into, applied to or deemed
repeated in this Agreement, the Schedule of Definitions shall be governed by and
construed in accordance with English law.
	 
	 	(b)	 	The Master Servicer agrees that the courts of England shall have jurisdiction
to hear and determine any suit, action or proceeding, and to settle any dispute, which
may arise out of or in connection with this Agreement, any other Transaction Document
or the transactions contemplated hereby or thereby and, for such purposes, irrevocably
submits to the non-exclusive jurisdiction of such courts.
	 
	 	(c)	 	The Master Servicer for itself irrevocably waives any objection which it might
now or hereafter have to the courts referred to in Clause 9.4(b) being nominated as the
forum to hear and determine any suit, action or proceeding, and to settle any dispute,
which may arise out of or in connection with this Agreement, any other Transaction
Document or the transactions contemplated




25









 






	 	 	 	hereby or thereby and agrees not to claim
that any such court is not a convenient or appropriate forum.
	 
	 	(d)	 	The submission to the jurisdiction of the courts referred to in Clause 9.4(b)
shall not (and shall not be construed so as to) limit the right of the Agent to take
proceedings against the Master Servicer or any of its property in any other court of
competent jurisdiction nor shall the taking of proceedings in any other jurisdiction
preclude the taking of proceedings in any other jurisdiction, whether concurrently or
not.
	 
	 	(e)	 	The Master Servicer hereby consents generally in respect of any legal action or
proceeding arising out of or in connection with this Agreement, any other Transaction
Document or the transactions contemplated hereby or thereby, to the giving of any
relief or the issue of any process in connection with such action or proceeding
including, without limitation, the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use) of any order or judgment
which may be made or given in such action or proceeding. Without limiting the
foregoing, the Master Servicer agrees to reimburse any successful claimant the costs of
any legal action or proceeding brought against the Master Servicer pursuant to this
Clause 9.4, including the cost of all stamp duties (if any) payable in connection
therewith.






	9.5	 	Integration
	 
	 	 	This Agreement contains the final and complete integration of all prior expressions by the
parties hereto with respect to the subject matter hereof and shall constitute the entire
Agreement among the parties hereto with respect to the subject matter hereof superseding all
prior oral or written understandings.
	 
	9.6	 	Severability and partial invalidity






	 	(a)	 	Any term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction.
	 
	 	(b)	 	If a court of competent jurisdiction determines that any term or provision of
this Agreement as written is invalid or unenforceable, the parties agree that the court
making the determination of invalidity or unenforceability shall reduce the scope,
duration, or area of the term or provision, delete specific words or phrases, or
replace any invalid or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the invalid
or unenforceable term or provision, and this Agreement shall be enforceable as so
modified after the expiration of the time within which the court’s judgment may be
appealed.






	9.7	 	Counterparts; facsimile delivery
	 
	 	 	This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be




26









 






	 	 	deemed to be an original
and all of which when taken together shall constitute one and the same Agreement. Delivery
by facsimile of an executed signature page of this Agreement shall be effective as delivery
of an executed counterpart hereof.
	 
	9.8	 	Successors and assigns; binding effect






	 	(a)	 	This Agreement shall be binding on the parties hereto and their respective
successors and assigns; provided that, subject to Clause 2.1 (Appointment of Master
Servicer), the Master Servicer may not assign any of its rights or delegate any of its
duties hereunder or under any of the other Transaction Documents to which it is a party
without the prior written consent of the Agent.
	 
	 	(b)	 	The Master Servicer hereby agrees and consents to the assignment by the CP
Lender from time to time of all or any part of its rights under, interest in and title
to this Agreement and the Asset Interest to any Program Support Provider. In addition,
each of the Company and the Master Servicer hereby consents to and acknowledges the
assignment by the CP Lender of all of its rights under, interest in and title to this
Agreement and the Asset Interest to the Agent. The Master Servicer hereby acknowledges
that it has read Clause 8.8 of the Receivables Funding Agreement and hereby agrees that
the CP Lender may assign its right and interests in this Agreement to the same extent
as provided for therein.
	 
	 	(c)	 	If:






	 	(i)	 	the CP Lender makes an assignment in accordance with Clause 9.8
to another person (a “new recipient”); and
	 
	 	(ii)	 	as a result of circumstances existing at the date on which the
assignment occurs, the Company would be obliged to make a payment to the new
recipient under Clauses 8.3 (Taxes),






	 	 	 	then the new recipient is only entitled to receive payment under Clause 8.3 (Taxes)
to the same extent as the CP Lender would have been if the assignment had not
occurred.






	9.9	 	Consent to disclosure
	 
	 	 	The Master Servicer hereby consents to the disclosure of any non-public information with
respect to it received by the Agent, the Administrator, the Company or any other Secured
Party to any other Lender or potential Lender, the Agent, any nationally recognised
statistical rating organisation rating the CP Lender’s Commercial Paper, any dealer or
placement agent of or depositary for the CP Lender’s Commercial Paper, the Administrator,
any Program Support Provider, any Participant or any of such Person’s counsel or accountants
in relation to this Agreement or any other Transaction Document.




27









 






	9.10	 	Confidentiality






	 	(a)	 	The Master Servicer hereby agrees that it will not disclose the contents of
this Agreement or any other Transaction Document or any other proprietary or
confidential information disclosed to it by the Agent, the Company, the Administrator,
any other Secured Party or any Program Support Provider, respectively, to any other
Person except (i) its auditors and attorneys, employees or financial advisors (other
than any commercial bank) and any nationally recognised statistical rating
organisation, provided such auditors, attorneys, employees, financial advisors or
rating agencies are informed of the highly confidential nature of such information,
(ii) an alternative commercial source of financing in connection with a potential
refinancing of the Advances in the event that any Liquidity Bank shall have refused to
extend the Commitment Termination Date pursuant to Clause 2.11 of the Liquidity
Agreement, or (iii) as otherwise required by applicable Law, by any order of a court of
competent jurisdiction or by any governmental, taxation or regulatory authority.
	 
	 	(b)	 	Subject to Clause 9.9, the Agent hereby agrees that it will not disclose this
Agreement or any other Transaction Document or the terms thereof or any confidential
information of or with respect to the Master Servicer to any other Person except as
otherwise requested or required by applicable Law or order of a court of competent
jurisdiction.






	9.11	 	No petition
	 
	 	 	The Master Servicer hereby covenants and agrees that:






	 	(a)	 	prior to the date which is one (1) year and one (1) day after the payment in
full of all outstanding Commercial Paper or other rated indebtedness of the CP Lender,
it will not institute against, or join any other Person in instituting against, the CP
Lender any proceeding of a type referred to in the definition of Insolvency Event; and
	 
	 	(b)	 	prior to the date which is two (2) years and one (1) day after the Final Payout
Date, it will not institute against, or join any other Person in instituting against,
the Company any proceeding of a type referred to in the definition of Insolvency Event.






	9.12	 	Limited recourse
	 
	 	 	The Master Servicer acknowledges and agrees that, notwithstanding anything to the contrary
contained in this Agreement:






	 	(a)	 	save as provided for in the Receivables Funding Agreement, the obligations of
the Company under the Transaction Documents to which it is a party are solely the
corporate obligations of the Company and shall be payable solely to the extent of funds
received by the Company in accordance herewith or from any party to any Transaction
Document in accordance with the terms thereof and available for such payment in
accordance with this Agreement and the other Transaction Documents; and




28









 






	 	(b)	 	save as provided for in the Receivables Funding Agreement, the obligations of
the CP Lender under the Receivables Funding Agreement and any other Transaction
Document to which it is a party are solely the corporate obligations of the CP Lender
and shall be payable solely to the extent of funds received from Collections or from
any party to any Transaction Document in accordance with the terms thereof in excess of
funds necessary to pay matured and maturing Commercial Paper.






	9.13	 	Mitigation






	 	(a)	 	Each recipient (as defined in Clause 8.3 (Taxes)) shall, in consultation with
the Master Servicer, take all reasonable steps (other than the sale of any Purchased
Receivables) to mitigate any circumstances which arise and which would result in any
amount becoming payable under or pursuant to Clause 8.3 (Taxes) transferring its rights
and obligations under the Transaction Documents.
	 
	 	(b)	 	The taking of any action by the recipient under Clause 9.13(a) above shall be
subject to the following conditions:






	 	(i)	 	the Master Servicer shall indemnify the recipient against any
reasonable costs incurred by the recipient in taking any mitigating action; and
	 
	 	(ii)	 	the recipient shall not be obliged to take any action under
Clause 9.13(a) which in its reasonable opinion would be materially prejudicial
to it.






	9.14	 	Contracts (Rights of Third Parties) Act (1999)
	 
	 	 	Except in respect of the Company, the Agent and the other Secured Parties, which Persons
(including, for the avoidance of doubt, their respective successors and permitted assigns)
are intended to have the benefit of this Agreement pursuant to the Contracts (Rights of
Third Parties) Act (1999), the parties hereto do not intend any term of this Agreement to be
enforceable pursuant to the Contracts (Rights of Third Parties) Act (1999).
	 
	 	 	EXECUTION
	 
	 	 	The parties hereto have shown their acceptance of the terms of this Agreement by executing
it below.




29









 










EXECUTION




	 	 	 	 	 
	SIGNED by                                         ,

	 	 	)	 
	                                        , duly authorised for

	 	 	)	 
	and on behalf of AGCO RECEIVABLES
	 	 	 	 
	LIMITED
	 	 	 	 
	 
	 	 	 	 
	SIGNED by                                         ,

	 	 	)	 
	                                        , duly authorised for

	 	 	)	 
	and on behalf of AGCO LIMITED
	 	 	 	 
	 
	 	 	 	 
	SIGNED by                                         , duly

	 	 	)	 
	authorised for and on behalf of

	 	 	)	 
	COÖPERATIEVE CENTRALE

	 	 	)	 
	RAIFFEISEN-BOERENLEENBANK

	 	 	)	 
	B.A. (TRADING AS RABOBANK

	 	 	)	 
	INTERNATIONAL), LONDON

	 	 	)	 
	BRANCH

	 	 		 
	 
	 	 	 	 
	SIGNED by                                         ,

	 	 	)	 
	                                        , duly authorised for

	 	 	)	 
	and on behalf of AGCO GMBH
	 	 	 	 
	 
	 	 	 	 
	SIGNED by                                         ,

	 	 	)	 
	                                        , duly authorised for

	 	 	)	 
	and on behalf of AGCO S.A.
	 	 	 	 
	 
	 	 	 	 
	SIGNED by                                         ,

	 	 	)	 
	                                        , duly authorised for

	 	 	)	 
	and on behalf of AGCO IBERIA SA
	 	 	 	 






Receivables Servicing Agreement





1









 






			
	 	 	 
	EXECUTION COPY
	 	






Dated 13 October 2006





	 	(1)	 	AGCO RECEIVABLES LIMITED as the Company	 
	 
	 	(2)	 	AGCO CORPORATION as the Parent	 
	 
	 	(3)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. trading as RABOBANK INTERNATIONAL,
LONDON BRANCH as Agent	 





 






PARENT UNDERTAKING AGREEMENT




 










LONDON




 









 





CONTENTS




	 	 	 	 	 	 	 	 
	Clause	 	 	 	Page	 
	1.	 	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 
	2.	 	 	PERFORMANCE OF PERFORMANCE OBLIGATIONS
	 	 	2	 
	 
	3.	 	 	REPRESENTATIONS AND WARRANTIES
	 	 	5	 
	 
	4.	 	 	COVENANTS
	 	 	8	 
	 
	5.	 	 	INDEMNIFICATION AND EXPENSES
	 	 	11	 
	 
	6.	 	 	MISCELLANEOUS
	 	 	16	 






 i 





 









 








THIS AGREEMENT is dated 13 October 2006 and is made between:





	(1)	 	AGCO RECEIVABLES LIMITED, a company incorporated under the laws of England and Wales (the
“Company”);
	 
	(2)	 	AGCO CORPORATION, a Delaware corporation (the “Parent”);
	 
	(3)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A, trading as RABOBANK INTERNATIONAL,
LONDON BRANCH, acting in its capacity as Agent (the “Agent”) for Erasmus Capital Corporation
(the “CP Lender”).





BACKGROUND





	(A)	 	Certain Originators intend to sell, assign and transfer certain Receivables from time to time
to the Company.






	(B)	 	The Agent and the Company wish to obtain certain assurances from the Parent regarding the
performance by the Originators and the Master Servicer of their respective obligations under
the Transaction Documents to which they are each party.






	(C)	 	Each of the parties hereto wish to set out the terms on which the Parent will support the
performance by the Originators and the Master Servicer of their respective obligations under
the Transaction Documents.






	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Terms Defined in Schedule of Definitions
	 
	 	 	In this Agreement, unless otherwise defined herein or the context otherwise requires,
capitalised terms have the meanings set forth in the Master Schedule of Definitions,
Interpretations and Construction, dated as of the Closing Date and signed by the parties
hereto and others for the purposes of identification (the “Schedule of Definitions”).
	 
	1.2	 	Interpretation and construction
	 
	 	 	The principles of interpretation, construction and calculation set forth in Clauses 2 and 3
of the Schedule of Definitions apply to this Agreement as if fully set forth herein.
	 
	1.3	 	Amendments to Schedule of Definitions
	 
	 	 	No amendment, restatement, supplement or other modification to the Schedule of Definitions
after the date of this Agreement shall affect the terms of this Agreement unless approved in
writing by the parties to this Agreement.
	 
	1.4	 	The Agent
	 
	 	 	The parties to this Agreement acknowledge that the Agent is a party to this Agreement, inter
alia, for the purposes of:





1









 






	 	(a)	 	enforcing the rights of the Company and other Secured Parties against the
Parent in connection with the performance guarantee in Clause 2;
	 
	 	(b)	 	obtaining the benefit of the other obligations of the Parent in favour of the
Company and other Secured Parties hereunder.






	 	 	The Agent shall have no responsibility or liability as a result of its being party to this
Agreement.
	 
	2.	 	PERFORMANCE OF PERFORMANCE OBLIGATIONS
	 
	2.1	 	Performance of Performance Obligations






	 	(a)	 	The Parent hereby unconditionally and irrevocably undertakes and agrees, with
and for the benefit of the Company, the Agent and the other Secured Parties (i) to
cause the due and punctual performance and observance by each of the Originators, the
Master Servicer, each Sub-Servicer the Company and the Subordinated Lender, to the
extent any such Person is a Subsidiary of the Parent, (each, a
“Performance Party”) of
all of the terms, covenants, conditions, agreements and undertakings on the part of the
Performance Parties to be performed or observed under the Transaction Documents to
which any of the Performance Parties are or hereafter become a party and any other
agreements and other documents delivered from time to time by the Performance Parties
pursuant thereto or in connection therewith in accordance with the terms thereof,
including any agreement of any Performance Party to pay any money or deposit
Collections under any Transaction Document (all such terms, covenants, conditions,
agreements and undertakings on the part of the Performance Parties to be performed or
observed being collectively called the “Performance
Obligations”), and (ii) to pay any
and all expenses (including reasonable fees and expenses of counsel) incurred by the
Company, the Agent or any other Secured Party in enforcing the Parent’s obligations
hereunder.
	 
	 	(b)	 	In the event that any Performance Party shall fail in any manner whatsoever to
perform or observe any Performance Obligation when the same shall be required to be
performed or observed under the Transaction Documents to which such Performance Party
is a party, then the Parent will itself duly and punctually perform or observe, or
cause to be duly and punctually performed or observed, such Performance Obligation, and
it shall not be a condition to the obligation of the Parent hereunder to perform or
observe any Performance Obligation (or to cause the same to be performed or observed)
that the Company, the Agent or any other Secured Party shall have first made any
request of or demand upon or given any notice to the Parent, any Performance Party or
any other Person, or have instituted any action or proceeding against the Parent, any
Performance Party or any other Person in respect thereof.
	 
	 	(c)	 	The Agent (on behalf of the Company and the Secured Parties or any of them) may
proceed to enforce the obligations of the Parent under this Clause 2.1 without first
pursuing or exhausting any right or remedy which the Company, the Agent or any other
Secured Party may have against any Performance




2









 






	 	 	 	Party, any other Person, any Receivables or related assets, or any collateral for
any or all of the Performance Obligations.






	2.2	 	Obligations absolute






	 	(a)	 	The Parent will perform its obligations under this Agreement regardless of any
law, rule, regulation or order now or hereafter in effect in any jurisdiction affecting
any of the terms of the Transaction Documents or the rights of the Company, the Agent
or any other Secured Party with respect thereto and regardless of whether the Parent
has notice or knowledge of any matters referred to in this Clause 2.2(a).
	 
	 	(b)	 	The obligations of the Parent under this Agreement shall be absolute and
unconditional irrespective of:






	 	(i)	 	any lack of validity or enforceability of any Transaction
Document;
	 
	 	(ii)	 	any change in the time, manner or place of performance of, or
in any other term of, or release, surrender, compromise, settlement, waiver,
subordination, assignment or transfer all or any of the Performance
Obligations, or any failure or omission to enforce any right, power or remedy
with respect to the Performance Obligations or any part thereof or any
agreement relating thereto or any other amendment or waiver of or any consent
to departure from the terms of any Transaction Document;
	 
	 	(iii)	 	any exchange, release or non-perfection of any collateral, or
any release or amendment or waiver of or consent to departure from the terms of
any other guaranty or surety agreement, for all or any of the Performance
Obligations or change of ownership of any Performance Party;
	 
	 	(iv)	 	any failure to obtain any authorisation or approval from or
other action by, or to notify or file with, any governmental authority or
regulatory body required in connection with the performance of such obligations
by the Parent;
	 
	 	(v)	 	the application of payments received from any source to the
payment of any Performance Obligations of any Performance Party, any part
thereof or amounts which are not covered by this Agreement even though the
Agent or the Company might lawfully have elected to apply such payments to any
part or all of such Performance Obligations or to amounts which are not covered
by this Agreement; or
	 
	 	(vi)	 	any other circumstance which might constitute a defense
available to, or a discharge of, any Performance Party or the Parent, or any
other circumstance, event or happening whatsoever, whether foreseen or
unforeseen and whether similar or dissimilar to anything referred to above in
this Clause 2.2.





3









 






	 	(c)	 	This Agreement shall continue to be effective or be reinstated, as the case may
be, if at any time any payment by any Performance Party or any Obligor is rescinded or
must otherwise be returned by the Company, the Agent or any other Secured Party upon
the insolvency, bankruptcy or reorganisation of any Performance Party or any Obligor or
otherwise, all as though such payment had not been made.
	 
	 	(d)	 	The obligations of the Parent under this Agreement shall not be subject to
reduction, termination or other impairment by reason of any set-off, recoupment,
counterclaim or defense or for any other reason, and shall not be discharged except by
performance as herein provided. In the event of an acceleration of the time for
payment of any of the Performance Obligations, such amounts then due and owing under
the terms of any Transaction Document, or any other agreement evidencing, securing or
otherwise executed in connection with the Performance Obligations, shall become
immediately due and payable by the Parent.






	2.3	 	Waiver
	 
	 	 	The Parent hereby waives promptness, diligence, notice of acceptance and any other notice
with respect to any of the Performance Obligations and the Transaction Documents and any
requirement that the Company, the Agent or any other Secured Party exhaust any right or take
any action against any Performance Party, any Obligor or any other Person. The Company and
the Agent hereby agree that they will use reasonable efforts to give the Parent notice of
any intention to make any claim or demand hereunder; provided that the Parent hereby
acknowledges and agrees that no failure or delay on the part of the Company and/or the Agent
to give the Parent any such notice shall relieve or otherwise release the Parent from its
obligations hereunder, preclude the exercise by the Company and/or the Agent of its, or
their, rights hereunder or otherwise affect this Agreement in any way or afford the Parent
any recourse against the Company or the Agent in respect of such failure or delay.
	 
	2.4	 	Subrogation






	 	(a)	 	The Parent will not exercise or assert any rights which it may acquire by way
of subrogation under this Agreement in respect of any Performance Obligations until the
Final Payout Date. The Parent waives any benefit of and any right to participate in
any collateral security which may be held by the Agent until the Final Payout Date. The
payment of any amounts due with respect to any indebtedness of the Performance Parties
now or hereafter owed to the Parent is hereby subordinated to the prior payment in full
of all the Performance Obligations. If any payment shall be made to the Parent on
account of any such subrogation rights at any time when all of the Performance
Obligations shall not have been paid and performed finally and in full or before the
Final Payout Date, then each and every amount so paid will be held in trust for the
benefit of the Company, the Agent and the other Secured Parties as their interests
appear and forthwith be paid to the Agent to be credited and applied to the Performance
Obligations to the extent then unsatisfied, in accordance with the terms of the
Transaction Documents.




4









 






	 	(b)	 	In the event that the Parent shall have satisfied any of the Performance
Obligations in full and the Final Payout Date has occurred, then the Company and the
Agent will, at the Parent’s request and expense, execute and deliver to the Parent
appropriate documents, without recourse and without representation or warranty of any
kind, necessary to evidence or confirm the transfer by way of subrogation to the Parent
of the rights of the Company or the Agent (on behalf of the Secured Parties or any of
them) with respect to the Performance Obligations to which the Parent shall have become
entitled by way of subrogation, and thereafter the Company, the Agent and the other
Secured Parties shall have no responsibility to the Parent or any other Person with
respect thereto.






	2.5	 	Payments; overdue interest






	 	(a)	 	Notwithstanding anything contained herein or any other Transaction Document to
the contrary, all amounts to be paid or deposited by the Parent hereunder shall be paid
in a manner such that the amount to be paid or deposited is actually received by the
Person to which such amount is to be paid or on behalf of which such amount is to be
deposited, in accordance with the terms hereof (and of the Servicing Agreement, as
applicable), on the day when due in immediately available funds. If such amounts are
payable to the Agent (whether on behalf of the Company, any other Secured Party or
otherwise) they shall be paid or deposited in the account indicated under the heading
“Payment Information” in Schedule 2 to the Schedule of Definitions, until otherwise
notified by the Agent.
	 
	 	(b)	 	The Parent shall, to the extent permitted by applicable Law, pay to the Agent,
for the benefit of the Secured Parties, upon demand, interest on all amounts not paid
or deposited when due hereunder at the Default Rate.






	2.6	 	Right of set-off
	 
	 	 	Without limiting any rights which the Company, the Agent or the other Secured Parties may
have hereunder or under the Transaction Documents and applicable Law, each of the Company,
the Agent and each Secured Party is hereby authorised at any time to set-off, appropriate
and apply (without presentment, demand, protest or other notice which are hereby expressly
waived) any deposits and any other indebtedness held or owing by the Company, the Agent or
such Secured Party for the account of, or to, the Parent against any amount owing hereunder
by the Parent to such Person or to the Agent on behalf of such Person (even if contingent or
unmatured).
	 
	3.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	The Parent represents and warrants to and for the benefit of the Company, the Agent and the
other Secured Parties that, on the Closing Date and on each Advance Date and each Settlement
Date:






	 	(a)	 	Corporate Existence and Power. It (i) is a corporation duly organised, validly
existing and in good standing under the laws of its jurisdiction of organisation, (ii)
has all corporate power and all licenses, authorisations, consents, approvals and
qualifications of and from all Official Bodies and other third




5









 






	 	 	 	parties required to carry on its business in each jurisdiction in which its business
is now and proposed to be conducted (except where the failure to have any such
licenses, authorisations, consents, approvals and qualifications would not
individually, or in the aggregate, have a Material Adverse Effect), and (iii) is
duly qualified to do business in and in good standing in every other jurisdiction in
which the nature of its business requires it to be so qualified (except where the
failure to be so qualified or in good standing would not have a Material Adverse
Effect).
	 
	 	(b)	 	Corporate and Governmental Authorisation; Contravention. The execution,
delivery and performance by it of this Agreement and the other Transaction Documents to
which it is a party (i) are within the its corporate powers, (ii) have been duly
authorised by all necessary corporate and shareholder action, (iii) require no action
by or in respect of, or filing with, any Official Body or official thereof or third
party, (iv) do not contravene or constitute a default under (A) its Organic Documents,
(B) any Law applicable to it, (C) any contractual restriction binding on or affecting
it or its property or (D) any order, writ, judgment, award, injunction, decree or other
instrument binding on or affecting it or its property and (v) do not result in the
creation or imposition of any Adverse Claim upon or with respect to its property or the
property of any of its Subsidiaries (except as contemplated by the Transaction
Documents).
	 
	 	(c)	 	Binding Effect. Each of this Agreement and each of the other Transaction
Documents to which it is a party has been duly executed and delivered and constitutes
its legal, valid and binding obligations, enforceable against it in accordance with its
terms (as such enforcement may be subject to any applicable Enforcement Limitation).
Its obligations hereunder are and will be direct, unconditional and general obligations
which rank equally with all its other unsecured obligations and liabilities, present or
future, actual or contingent, save for unsecured obligations and liabilities accorded
preference over its other unsecured obligations and liabilities pursuant to any
provision of the laws of its country of incorporation.
	 
	 	(d)	 	Accuracy of Information. All information heretofore furnished by it or on its
behalf or by or on behalf of any Performance Party to the Company, the Agent or any
other Secured Party for purposes of or in connection with the Transaction Documents is,
and all such information hereafter furnished by it or any Performance Party to the
Company, the Agent or any other Secured Party will be, true, complete and accurate in
every material respect, on the date such information is stated or certified, and no
such item contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary in order to make the statements contained
therein, in the light of the circumstances under which they were made, not misleading.
	 
	 	(e)	 	Subsidiaries. The Parent owns, directly or indirectly, all the issued and
outstanding shares of each Performance Party, free and clear of any Adverse Claim,
other than the lien in such shares securing indebtedness and obligations arising under
the Group Credit Agreement.




6









 






	 	(f)	 	Financial Statements. (i) The Parent’s audited consolidated balance sheets and
the statements of income relating thereto, for the most recently-ended fiscal year of
the Parent which have been prepared in accordance with GAAP applicable to the Parent
consistently applied and copies of which have been made available to the Agent, present
a true and fair view of the consolidated financial condition of the Group Companies on
such date; and (ii) each of the Company’s, the Master Servicer’s and each Originator’s
audited balance sheets and the statements of income relating thereto, for its most
recently-ended fiscal year which have been prepared in accordance with GAAP applicable
to such Person consistently applied and copies of which have been made available to the
Agent, present a true and fair view of its financial condition on such date.
	 
	 	(g)	 	Places of Business. The registered office, Centre of Main Interest and
principal places of business of each of each Originator, the Master Servicer and the
Subordinated Lender, where such Person keeps all its Records, are located at the
address(es) listed in Exhibit I to the Schedule of Definitions or such other locations
notified to the Agent in accordance with the Transaction Documents.
	 
	 	(h)	 	Actions, Suits. There are no actions, suits or proceedings pending or, to its
knowledge threatened against or affecting the Parent, the Company, the Master Servicer
or any Originator or any of their respective properties in or before any court,
arbitrator or other body, which would have a Material Adverse Effect. None of the
Parent, the Company, the Master Servicer or any Originator is in default with respect
to any order of any court, arbitrator or governmental body which default would have a
Material Adverse Effect.
	 
	 	(i)	 	Other Defaults. None of the Parent, the Company, the Master Servicer or any
Originator has indebtedness for money borrowed (other than to another Group Company and
whether individually or collectively) in excess of the Threshold Amount which has been
declared to be or otherwise has become due and payable prior to its scheduled maturity
date.
	 
	 	(j)	 	Sovereign Immunity. None of the properties or assets of any of the Parent, the
Company, the Master Servicer or any Originator has any right of immunity on the grounds
of sovereignty or otherwise from any legal action, suit or proceeding, set-off or
counterclaim, the jurisdiction of any competent court, service of process upon it or
any agent, attachment prior to judgment, attachment in aid of execution, execution or
any other process for the enforcement of any judgment or other legal process in respect
of any of its obligations under any Transaction Document to which it is a party. To the
extent that, the foregoing notwithstanding, the Parent, the Company or the Master
Servicer has or may have any such immunity, such right of immunity is hereby
irrevocably and unconditionally waived.
	 
	 	(k)	 	Solvency. The Parent is solvent and able to pay its debts as they fall due and
has not suspended or threatened to suspend making payments (whether of principal or
interest) with respect to all or any class of its debts and will not become insolvent
or unable to pay its debts in consequence of any obligation or transaction contemplated
in the Transaction Documents.




7









 






	 	(l)	 	Insolvency procedures. No corporate action has been taken or is pending, no
other steps have been taken (whether out of court or otherwise) and no legal
proceedings (other than any frivolous and vexatious proceedings which are dismissed
within 10 days) have been commenced or are threatened or are pending for:






	 	(i)	 	its bankruptcy, liquidation, suspension of payments, controlled
management, winding-up, liquidation, dissolution, administration or
reorganisation; or
	 
	 	(ii)	 	it to enter into any composition or arrangement with its
creditors; or
	 
	 	(iii)	 	the appointment of a receiver, administrative receiver,
trustee or similar officer in respect of it or any of its property, undertaking
or assets.






	 	 	 	No event equivalent to any of the foregoing has occurred in or under the laws of any
relevant jurisdiction.






	4.	 	COVENANTS
	 
	4.1	 	Affirmative covenants of the Parent
	 
	 	 	At all times from the date hereof to the Final Payout Date, unless the Agent shall otherwise
consent in writing:






	 	(a)	 	Reporting Requirements. The Parent shall maintain a system of accounting
established and administered in accordance with GAAP, and shall furnish (or cause to be
furnished) to the Agent or make available to the Agent on the Parent’s website:






	 	(i)	 	Annual Reporting. Upon the request of the Agent and after
filing thereof with the relevant Official Body, audited consolidated financial
statements of the Parent and its Subsidiaries, prepared in accordance with
GAAP, including a balance sheet as of the end of such period and the related
statements of operations and shareholders’ equity, accompanied by an
unqualified audit report certified by KMPG LLP or any other independent
certified public accountants of recognised national standing, prepared in
accordance with GAAP.
	 
	 	(ii)	 	Quarterly Reporting. Within seventy (70) days after the close
of the first three (3) quarterly periods of each of its fiscal years, an
unaudited consolidated balance sheet of the Parent and its Subsidiaries as at
the close of each such period and related statements of operations,
shareholder’s equity and cash flows for the period from the beginning of such
fiscal year to the end of such quarter, all prepared in accordance with GAAP.
	 
	 	(iii)	 	Compliance Certificate. Within 70 days after the close of the
first three quarterly periods of each of its fiscal years and within 100 days
after the close of each of its fiscal years, a certificate signed by the




8









 






	 	 	 	Parent’s director of finance or chief financial officer stating that (A) the
most recent financial statements have been prepared in accordance with GAAP
and accurately reflect the consolidated financial condition of the Parent
and its Subsidiaries, and (B) to the best of such Person’s knowledge, no
Termination Event or Potential Termination Event exists, or if any
Termination Event or Potential Termination Event exists, stating the nature
and status thereof.
	 
	 	(iv)	 	Change in Debt Ratings. Within five (5) days after the date of
any reduction in the Parent’s or any Performance Party’s public or private debt
ratings, if any, a written certification of such public and private debt
ratings after giving effect to any such reduction.
	 
	 	(v)	 	Other Information. To the extent not prohibited by applicable
Law, such other information (including non-financial information) as the Agent
or the Administrator may from time to time reasonably request with respect to
the Parent or the Affected Assets.






	 	(b)	 	Maintenance of Existence, etc. The Parent shall do all things necessary to
remain duly organised, validly existing and in good standing in its jurisdiction of
organisation and maintain all requisite authority to conduct its business in each
jurisdiction in which its business is conducted, failure of which to do, in each case,
would have a Material Adverse Effect.
	 
	 	(c)	 	Compliance with Laws, etc. The Parent shall comply with all Laws to which it
or its respective properties may be subject, and preserve and maintain its licenses,
rights, franchises, qualifications and privileges, except to the extent that any such
failure to so comply or preserve or maintain the same would not individually or in the
aggregate have a Material Adverse Effect.
	 
	 	(d)	 	Furnishing of Information and Inspection of Records. The Parent shall furnish
or cause to be furnished to the Agent from time to time such information in its
possession with respect to the Affected Assets as the Agent may reasonably request,
including listings identifying the Obligor and the Outstanding Balance of each
Receivable. Upon reasonable advance notice by the Agent to the Parent, the Parent
shall at any time and from time to time during regular business hours, as requested by
the Agent, permit the Agent, or its agents or representatives, at the expense of the
Parent:






	 	 	(i)	 	to examine and make copies of and take abstracts from all
books, records and documents (including computer tapes and disks) relating to
the Receivables or other Affected Assets, including any related Contract, and
	 	 
	 	 	(ii)	 	to visit the offices and properties of the Parent for the
purpose of examining such materials described in clause (i) above, and to
discuss matters relating to the Affected Assets or the Parent’s or the
Performance Parties’ performance under the Transaction Documents to which it is
a party, or under the Contracts, if any, with any of the officers, directors or
relevant employees (after consultation with AGCO Limited) of such Person having
knowledge of such matters.




9









 












	 	 	 	Subject to Clause 6.9, such agents and representatives shall be bound to treat any
information received pursuant to this clause (d) as confidential.
	 
	 	(e)	 	Sale Treatment. The Parent shall not account for, or report, or otherwise
treat, the transactions contemplated by each Receivables Transfer Agreement in any
manner other than as a sale of Receivables by the relevant Originator to the Company.
	 
	 	(f)	 	Notices. The Parent shall notify the Agent and the Company in writing of any
of the following, describing the same and, if applicable, the steps being taken with
respect thereto:






	 	(i)	 	Termination Event. Immediately upon becoming aware thereof,
the occurrence of any Termination Event or Potential Termination Event, by a
statement of one of its duly authorised officers;
	 
	 	(ii)	 	Final Judgment. As soon as reasonably practicable following
the occurrence thereof, the entry of any final judgment or decree (which is not
subject to any further appeal) against the Parent, the Company, any Originator
or the Master Servicer in an amount which, when aggregated with any other
undischarged judgments or decrees against the Parent, the Company, such
Originator the Master Servicer is in excess of the Threshold Amount at the time
of entry of such judgment or decree;
	 
	 	(iii)	 	Litigation. As soon as reasonably practicable following the
occurrence thereof and, in any event, no later than the immediately succeeding
Settlement Date, the institution of any litigation, dispute resolution,
arbitration proceeding or governmental proceeding against the Parent, the
Company, any Originator or the Master Servicer or to which it becomes party
seeking monetary damages in an amount which, when aggregated with any other
such monetary damages sought against the Parent, the Company, any Originator or
the Master Servicer is in excess of the Threshold Amount; and
	 
	 	(iv)	 	Adverse Claims. Immediately upon becoming aware thereof, the
creation or imposition of any Adverse Claim on any Purchased Receivable or any
Related Asset (except as created under any Transaction Document) or the
occurrence of a Material Adverse Effect.






	 	(g)	 	Compliance with Contracts. The Parent shall procure that each Originator
shall:






	 	(i)	 	perform and comply in all material respects with all
provisions, covenants and other promises required to be observed by such
Originator under the Contracts related to the Purchased Receivables to which
such Originator is a party; and
	 
	 	(ii)	 	comply in all material respects with the Credit and Collection
Policy with regard to the Purchased Receivables and the related Contracts.





10









 






	 	(h)	 	Separate entity. The Parent shall at all times procure, except as otherwise
expressly provided for in the Transaction Documents, that the Company:






	 	(i)	 	holds itself out as a separate entity and correct any
misunderstanding regarding its separate identity known to it;
	 
	 	(ii)	 	maintains an arm’s length relationship with its Affiliates;
	 
	 	(iii)	 	has at least one independent director;
	 
	 	(iv)	 	maintains books, records and accounts separate from those of
any other Person or entity and keep substantially complete and up to date
records of all amounts due and payable by it under the Transaction Documents;
	 
	 	(v)	 	maintains separate audited accounts;
	 
	 	(vi)	 	prevents its assets from becoming commingled with those of any
other entity; and
	 
	 	(vii)	 	uses separate invoices and cheques.






	4.2	 	Negative Covenants of the Parent
	 
	 	 	At all times from the date hereof to the Final Payout Date, unless the Agent shall otherwise
consent in writing:






	 	(a)	 	No Mergers, etc. The Parent shall not, and shall not permit any AGCO Party to,
consolidate or merge with or into, or sell, lease or transfer all or substantially all
of its assets to, any other Person, unless (i) no Termination Event or Material Adverse
Effect would occur or be reasonably likely to occur as a result of such transaction,
(ii) either the Parent is the Person surviving such merger or such surviving Person
executes and delivers to the Company and the Agent, for the benefit of the Company, the
Agent and the other Secured Parties, an agreement by which such Person assumes the
obligations of the Parent under this Agreement, together with such certificates and
opinions of counsel as the Company or the Agent may reasonably request, and (iii) after
giving effect to such transaction, such transaction would not result in the sum of the
Net Funding Advances and the Net Liquidity Advances exceeding the Borrowing Base.
	 
	 	(b)	 	Amendment to Organic Documents. The Parent shall not amend its constitutional
documents in any respect if such change would have a Material Adverse Effect.






	5.	 	INDEMNIFICATION AND EXPENSES
	 
	5.1	 	Indemnities by the Parent
	 
	 	 	Without limiting any other rights which the Indemnified Parties may have hereunder or under
the other Transaction Documents or applicable Law, the Parent hereby agrees to indemnify the
Company, the Agent and the other Secured Parties, their respective officers, directors,
employees, counsel and other agents, and the other




11









 






	 	 	Indemnified Parties referred to in the Receivables Funding Agreement (all such Persons being
herein collectively called the “Indemnified Parties”), from and against any and all damages,
losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees and
disbursements (collectively, “Indemnified Amounts”), awarded against or incurred by any of
them in any action or proceeding between the Parent, any Performance Party (including any
Originator or any Affiliate of any Originator acting as Master Servicer or Sub-Servicer) or
any Affiliate of the foregoing and any of the Indemnified Parties or between any of the
Indemnified Parties and any third party or otherwise arising out of or as a result of the
Transaction Documents or any of the other transactions contemplated thereby, excluding,
however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful
misconduct on the part of such Indemnified Party, as finally determined by a court of
competent jurisdiction, or (ii) recourse (except as otherwise specifically provided in the
Transaction Documents) for uncollectible Receivables. Without limiting the generality of
the foregoing (and subject to clauses (i) and (ii)), the Parent shall indemnify each
Indemnified Party for Indemnified Amounts relating to or resulting from:






	 	(a)	 	any representation or warranty made by the Parent or any Performance Party or
any officers of the Parent or any Performance Party under or in connection with this
Agreement, any Receivables Transfer Agreement, any of the other Transaction Documents,
any Master Servicer Report, or any other information or report delivered by the Parent
or any Performance Party pursuant to any of the Transaction Documents which shall have
been incomplete, false or incorrect in any respect when made or deemed made;
	 
	 	(b)	 	the failure by the Parent or any Performance Party to comply with any
applicable Law with respect to any Purchased Receivable or any Contract related
thereto, or the nonconformity of any Purchased Receivable or any Contract related
thereto with any such applicable Law;
	 
	 	(c)	 	the occurrence of any Termination Event;
	 
	 	(d)	 	any lawsuit, order, consent decree, judgment, claim or other action of whatever
sort relating to, or otherwise in connection with, any environmental, health, safety or
hazardous material law, rule, regulation, ordinance, code, policy or rule of common law
now or hereinafter in effect;
	 
	 	(e)	 	the failure by the Parent or any Performance Party to comply with any term,
provision or covenant contained in this Agreement or any of the other Transaction
Documents to which it is a party or to perform any of its respective duties or
obligations under the Receivables or any Contracts related thereto;
	 
	 	(f)	 	any repayment by any Indemnified Party of any amount previously distributed to
such Indemnified Party which such Indemnified Party believes in good faith is required
to be made;
	 
	 	(g)	 	at any time AGCO Limited or any Affiliate of AGCO Limited is the Master
Servicer or a Sub-servicer, the commingling by the Parent or any Performance Party of
Collections of Receivables with any other funds;




12









 






	 	(h)	 	any investigation, litigation or proceeding related to this Agreement or any of
the other Transaction Documents, except to the extent that such investigation,
litigation or proceeding relates solely to such Indemnified Parties’ participation in
securitisation transactions;
	 
	 	(i)	 	any inability to obtain any judgment in or utilise the court or other
adjudication system of, any state or country in which an Obligor may be located as a
result of the failure of the Parent or any Performance Party to qualify to do business
or file any notice of business activity report or any similar report;
	 
	 	(j)	 	except for recourse for uncollectible Receivables (other than as otherwise
specifically provided in the Transaction Documents), any attempt by any Person to void,
rescind or set-aside any transfer by any Originator to the Company of any Receivable or
Related Assets under statutory provisions or common law or equitable action, including
any provision of any Insolvency Law; or
	 
	 	(k)	 	any action taken by the Parent or any Subservicer in the enforcement or
collection of any Receivable.






	5.2	 	Taxes






	 	(a)	 	All payments and distributions made under the Transaction Documents by the
Parent, the Master Servicer, any Originator or the Company (each a
“payor”) to or for
the account of the Company, the Agent or any other Secured Party (each, a “recipient”)
(all of the foregoing “covered payments”) shall be made free and clear of and without
deduction of any Taxes, (other than Excluded Taxes) except to the extent required by
applicable Law. In the event that any withholding or deduction from any covered
payment is required in respect of any Taxes, then the Parent shall, or shall cause the
applicable Performance Party to:






	 	(i)	 	promptly upon becoming aware that it must make a deduction or
withholding (or that there is any change in the rate or the basis of such
deduction or withholding) notify the recipient accordingly. Similarly the
recipient shall notify the Parent on becoming so aware in respect of a covered
payment;
	 
	 	(ii)	 	withhold or deduct the required amount from such payment;
	 
	 	(iii)	 	pay (or procure the payment of) directly to the relevant
authority the full amount required to be so withheld or deducted;
	 
	 	(iv)	 	within 30 days of making such payment in (iii) above, forward
to such recipient, with a copy to the Agent, an official receipt or other
documentation satisfactory to such recipient or the Agent evidencing such
payment to such authority; and
	 
	 	(v)	 	except in the case of Excluded Taxes, pay (or procure the
payment of) to the recipient such additional amount or amounts as is necessary
to




13









 






	 	 	 	ensure that the net amount actually received by the recipient will equal the
full amount such recipient would have received had no such withholding or
deduction been required.






	 	(b)	 	The recipient and the Parent shall co-operate in completing any procedural
formalities necessary for the Parent, or the relevant Performance Party, to obtain
authorisation under an applicable treaty to make a payment without a (or with a lower
rate of) withholding or deduction and the recipient shall notify the Parent promptly in
writing if it ceases to be entitled to an exemption from withholding or deduction under
that treaty. Solely in relation to any procedural formalities in relation to any
payment made by the Parent on its own behalf, in the event any such recipient fails to
complete such procedural formalities necessary to qualify for such exemption or lower
rate of withholding, Taxes shall exclude the amount of taxes that would not have been
required to be paid had such procedural formalities had been complied with.
	 
	 	(c)	 	Moreover, if any Taxes (other than Excluded Taxes) are directly asserted
against any recipient with respect to any payment or income earned or received by such
recipient hereunder or under any other Transaction Document, the Parent shall, or shall
cause the applicable Performance Party to, promptly pay such additional amounts
(including any penalties, interest or expenses) as shall be necessary in order that the
net amounts received and retained by the recipient after the payment of such Taxes
(including any Taxes on such additional amount) shall equal the amount such recipient
would have received had such Taxes not been asserted.
	 
	 	(d)	 	No recipient shall be entitled to be indemnified under any other indemnity
contained in any other Transaction Document in respect of Taxes directly asserted
against the recipient in the circumstances described in Clause 5.2(c) if such recipient
has already been indemnified by the Parent under Clause 5.2(c).
	 
	 	(e)	 	If the Parent or the Performance Party fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the recipient the required receipts
or other required documentary evidence, the Parent shall, or shall cause the applicable
Performance Party to, indemnify the recipient for any incremental Taxes that may become
payable by any recipient as a result of any such failure except that such indemnity
shall not apply to the extent that it can be shown that (i) such recipient failed to
provide reasonable written notice to the Parent or applicable Performance Party of such
Taxes (the amount of which the Parent nor applicable Performance Party could not
otherwise have reasonably known would have arisen) or (ii) the Taxes arose because of
delay which was solely caused by actions or omissions of the recipient.
	 
	 	(f)	 	In the event that Parent pays any additional amount or amounts pursuant to
Clause 5.2(a)(v)(c) or (e) (an “additional tax payment”), and in the event the
recipient thereof determines, acting reasonably, that, as a result of such additional
tax payment, it is effectively entitled to obtain, utilise and retain a refund of any
Taxes or a tax credit in respect of Taxes which reduces the tax liability of such
recipient (a “tax saving”), then such recipient shall, to the extent it can do so
without prejudice to the amount of any other deduction,




14









 






	 	 	 	credit or relief, upon actual receipt of such tax saving reimburse to the Parent
such amount as such recipient shall determine, acting reasonably, to be the
proportion of the tax saving as will leave such recipient (after such reimbursement)
in no better or worse position than it would have been in had the payment by the
Parent in respect of which the foregoing additional tax payment was made not been
subject to any withholding or deduction on account of Taxes. If the Parent shall
have received from any recipient any amount described in the preceding sentence and
it is subsequently determined that such recipient was not entitled to obtain,
utilise or retain the amount of the tax saving claimed, then the Parent shall repay
such amount to such recipient. Each recipient shall have sole discretion to arrange
its affairs (including its tax affairs) without regard to this Clause 5.2(f) and no
recipient shall be obligated to disclose any information regarding its affairs
(including its tax affairs) or computations to the Parent or any Performance Party.
	 
	 	(g)	 	In relation to payments made by the Parent on its own behalf, if the
appropriate forms provided by a recipient at the time such recipient first becomes a
party to the Transaction Documents indicates an interest-withholding tax rate in excess
of zero, withholding tax at such rate shall be considered excluded from Taxes unless
and until such recipient provides the appropriate form certifying that a lesser rate
applies, whereupon withholding tax at such lesser rate only shall be considered
excluded from Taxes for periods governed by such form.






	5.3	 	Other costs and expenses






	 	(a)	 	The Parent agrees, upon receipt of a written invoice, to pay or cause to be
paid, and to save the Agent and the other Secured Parties harmless against liability
for the payment of, all reasonable out-of-pocket expenses (including attorneys’,
accountants’ and other third parties’ fees and expenses, any filing fees and expenses
incurred by officers or employees of any Lender and/or the Agent) or intangible,
documentary or recording taxes incurred by or on behalf of any Lender or the Agent (i)
in connection with the preparation, negotiation, execution and delivery of the
Transaction Documents and any documents or instruments delivered pursuant thereto and
the transactions contemplated thereby, and (ii) from time to time (A) relating to any
amendments, waivers or consents under this Agreement and the other Transaction
Documents, (B) arising in connection with any Lender’s or the Agent’s enforcement or
preservation of rights under this Agreement or the other Transaction Documents, or (C)
arising in connection with any audit, dispute, disagreement, litigation or preparation
for litigation involving this Agreement or any of the other Transaction Documents.
	 
	 	(b)	 	The Parent hereby agrees to pay on demand all stamp and other Taxes (other than
Excluded Taxes) and fees (including late payment fees and penalties) paid, payable or
determined to be payable in connection with the execution, delivery, performance
(including any sale of Receivables), filing and recording of the Agreement, any other
Transaction Document or any other instrument, document or agreement filed or delivered
in connection therewith.





15









 






	5.4	 	Currency indemnity
	 
	 	 	If under any applicable law or regulation, or pursuant to a judgment or order being made or
registered against the Parent, or the liquidation of any of the Parent for any other reason,
any payment under or in connection with this Agreement is made (including any payment
pursuant to Clause 2 or this Clause 5) or fails to be satisfied, in a currency (the “payment
currency”) other than the currency in which such payment is expressed to be due under or in
connection with this Agreement or any Transaction Document or, in the event no currency is
specified, a currency determined by the Person (in its reasonable good faith opinion) to
whom such payment is owed or otherwise payable (the “contractual currency”), then, to the
extent that the amount of such payment actually received by the Agent, the Administrator or
any other Secured Party (the “payee”), when converted into the contractual currency at the
rate of exchange falls short of such amount due, the Parent as a separate and independent
obligation, shall, or shall cause the relevant Performance Party to indemnify and hold
harmless the payee against the amount of such shortfall. For the purposes of this Clause
5.4 “rate of exchange” means the rate at which the payee is able on or about the date of
such payment to purchase, in accordance with its normal practice, the contractual currency
with the payment currency and shall take into account (and the payor shall be liable for)
any premium and other costs of exchange including any taxes or duties incurred by reason of
any such exchange.
	 
	6.	 	MISCELLANEOUS
	 
	6.1	 	Term of Agreement
	 
	 	 	This Agreement shall terminate on the Final Payout Date; provided that (a) the rights and
remedies of the Company, the Agent and the other Secured Parties with respect to any
representation and warranty made or deemed to be made by the Parent pursuant to this
Agreement, (b) the indemnification and payment provisions of Clause 5, and (c) the
agreements set forth in Clauses 6.9, 6.10, 6.11, 6.12 and 6.13 shall be continuing and shall
survive any termination of this Agreement.
	 
	6.2	 	Waivers; amendments






	 	(a)	 	No failure or delay on the part of any party hereto in exercising any power,
right or remedy under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or remedy preclude any other
further exercise thereof or the exercise of any other power, right or remedy. The
rights and remedies herein provided shall be cumulative and nonexclusive of any rights
or remedies provided by law.
	 
	 	(b)	 	Any provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Parent, the Company and the
Agent.






	6.3	 	Notices; payment information
	 
	 	 	All communications and notices provided for hereunder shall be provided in the manner
described in Clause 4 to the Schedule of Definitions.




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	6.4	 	Governing Law; submission to jurisdiction; appointment of Process Agent






	 	(a)	 	This Agreement and, to the extent incorporated into, applied to or deemed
repeated in this Agreement, the Schedule of Definitions shall be governed by and
construed in accordance with English law.
	 
	 	(b)	 	The Parent agrees that the courts of England shall have jurisdiction to hear
and determine any suit, action or proceeding, and to settle any dispute, which may
arise out of or in connection with this Agreement, any other Transaction Document or
the transactions contemplated hereby or thereby and, for such purposes, irrevocably
submits to the non-exclusive jurisdiction of such courts.
	 
	 	(c)	 	The Parent for itself irrevocably waives any objection which it might now or
hereafter have to the courts referred to in clause (b) above being nominated as the
forum to hear and determine any suit, action or proceeding, and to settle any dispute,
which may arise out of or in connection with this Agreement, any other Transaction
Document or the transactions contemplated hereby or thereby and agrees not to claim
that any such court is not a convenient or appropriate forum.
	 
	 	(d)	 	The Parent agrees that the process by which any suit, action or proceeding is
begun may be served on it by being delivered in connection with any suit, action or
proceeding in England to AGCO Limited as the English process agent of the Parent.
	 
	 	(e)	 	The submission to the jurisdiction of the courts referred to in clause (b)
above shall not (and shall not be construed so as to) limit the right of the Agent to
take proceedings against the Parent or any of its property in any other court of
competent jurisdiction, nor shall the taking of proceedings in any other jurisdiction
preclude the taking of proceedings in any other jurisdiction, whether concurrently or
not.
	 
	 	(f)	 	The Parent hereby consents generally in respect of any legal action or
proceeding arising out of or in connection with this Agreement, any other Transaction
Document or the transactions contemplated hereby or thereby, to the giving of any
relief or the issue of any process in connection with such action or proceeding
including the making, enforcement or execution against any property whatsoever
(irrespective of its use or intended use) of any order or judgment which may be made or
given in such action or proceeding. Without limiting the foregoing, the Parent agrees
to reimburse any successful claimant the costs of any legal action or proceeding
brought against the Parent pursuant to this Clause 6.4, including the cost of all stamp
duties (if any) payable in connection therewith.






	6.5	 	Integration
	 
	 	 	This Agreement and the other Transaction Documents contain the final and complete
integration of all prior expressions by the parties hereto with respect to the subject
matter hereof and shall constitute the entire Agreement among the parties hereto with
respect to the subject matter hereof, superseding all prior oral or written understandings.




17









 






	6.6	 	Severability and partial invalidity






	 	(a)	 	Any term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction.
	 
	 	(b)	 	If a court of competent jurisdiction determines that any term or provision of
this Agreement as written is invalid or unenforceable, the parties agree that the court
making the determination of invalidity or unenforceability shall reduce the scope,
duration, or area of the term or provision, delete specific words or phrases, or
replace any invalid or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the invalid
or unenforceable term or provision, and this Agreement shall be enforceable as so
modified after the expiration of the time within which the court’s judgment may be
appealed.






	6.7	 	Counterparts; facsimile delivery
	 
	 	 	This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same Agreement. Delivery
by facsimile of an executed signature page of this Agreement shall be effective as delivery
of an executed counterpart hereof.
	 
	6.8	 	Successors and assigns; binding effect






	 	(a)	 	This Agreement shall be binding on the parties hereto and their respective
successors and assigns; provided that, except pursuant to the Servicing Agreement, the
Parent may not assign any of its rights or delegate any of its duties hereunder or
under any of the other Transaction Documents to which it is a party without the prior
written consent of the Agent.
	 
	 	(b)	 	The Parent acknowledges and consents to the provisions of Clause 9.8 of the
Receivables Funding Agreement which permit the CP Lender to assign all or portions of
its rights, interests and obligations in, to and under the Transaction Documents.
	 
	 	(c)	 	Without limiting Clause 6.8(b), the Parent hereby (i) agrees and consents to
the assignment by the CP Lender from time to time of all or any part of its rights
under, interest in and title to this Agreement and the Asset Interest to any Program
Support Provider, and (ii) consents to and acknowledges the collateral assignment by
the CP Lender of all of its rights under, interest in and title to this Agreement and
the Asset Interest to the Agent.
	 
	 	(d)	 	If:






	 	(i)	 	the CP Lender makes an assignment in accordance with this
Clause 6.8 to another person (a “new recipient”); and




18









 






	 	(ii)	 	as a result of circumstances existing at the date on which the
assignment occurs, the Parent would be obliged to make a payment to the new
recipient under Clause 5.2 (Taxes),






	 	 	 	then the new recipient is only entitled to receive payment under Clause 5.2 (Taxes)
to the same extent as the CP Lender would have been if the assignment had not
occurred.






	6.9	 	Consent to disclosure
	 
	 	 	The Parent hereby consents to the disclosure of any non-public information with respect to
it received by the Agent or any other Secured Party to any other Lender or potential Lender,
the Agent, any nationally recognised statistical rating organisation rating the CP Lender’s
Commercial Paper, any dealer or placement agent of or depositary for the CP Lender’s
Commercial Paper, the Administrator, any Program Support Provider or any of such Person’s
counsel or accountants in relation to this Agreement or any other Transaction Document to
the extent that such disclosure is, in the reasonable opinion of the Person making such
disclosure, appropriate in the context of the transactions contemplated herein and in the
other Transaction Documents or otherwise required in connection with such Person’s
Commercial Paper or other securitisation program or any transaction contemplated therein;
provided that any dealer or placement agent of or depositary for the CP Lender’s Commercial
Paper, the Administrator, any Program Support Provider or any such counsel or accountant to
whom such disclosure is made has agreed in writing to maintain the confidentiality of such
non-public information and terms not less strict than those set forth in Clause 6.10
(Confidentiality).
	 
	6.10	 	Confidentiality






	 	(a)	 	The Parent hereby agrees that it will not disclose the contents of this
Agreement or any other Transaction Document or any other proprietary or confidential
information disclosed to it by the Agent, the Administrator, any other Secured Party or
any Program Support Provider, respectively, to any other Person except (i) its auditors
and attorneys, employees or financial advisors (other than any commercial bank) and any
nationally recognised statistical rating organisation, provided such auditors,
attorneys, employees, financial advisors or rating agencies are informed of the highly
confidential nature of such information, (ii) an alternative commercial source of
financing in connection with a potential refinancing of the Advances in the event that
any Liquidity Bank shall have refused to extend the Commitment Termination Date
pursuant to Clause 2.11 of the Liquidity Agreement, or (iii) as otherwise required by
applicable Law, by any order of a court of competent jurisdiction or by any
governmental, taxation or regulatory authority.
	 
	 	(b)	 	Subject to Clause 6.9, the Agent hereby agrees that it will not disclose this
Agreement or any other Transaction Document or the terms thereof or any confidential
information of or with respect to the Parent or any Performance Party to any other
Person except as otherwise required by applicable Law, the applicable rules of any
stock exchange or similar body or order of a court of competent jurisdiction.




19









 






	 	(c)	 	Notwithstanding any provision in this Clause 6.10, the parties hereto
acknowledge and agree that the Parent shall be entitled to file of public record this
Agreement and the other Transaction Documents with the U.S. Securities Exchange
Commission to the extent the Parent in good faith deems such filing to be necessary or
appropriate under U.S. securities laws.






	6.11	 	No petition
	 
	 	 	The Parent hereby covenants and agrees that:






	 	(a)	 	prior to the date which is one (1) year and one (1) day after the payment in
full of all outstanding Commercial Paper or other rated indebtedness of the CP Lender,
it will not institute against, or join any other Person in instituting against, the CP
Lender any proceeding of a type referred to in the definition of Insolvency Event; and
	 
	 	(b)	 	prior to the date which is two years (2) and one (1) day after the Final Payout
Date, it will not institute against, or join any other Person in instituting against,
the Company any proceeding of a type referred to in the definition of Insolvency Event.






	6.12	 	No recourse






	 	(a)	 	The Parent acknowledges and agrees that the obligations of the CP Lender under
the Receivables Funding Agreement and any other Transaction Document to which it is a
party are solely the corporate obligations of the CP Lender and shall be payable solely
to the extent of funds received from Collections or from any party to any Transaction
Document in accordance with the terms thereof in excess of funds necessary to pay
matured and maturing Commercial Paper.
	 
	 	(b)	 	Notwithstanding anything to the contrary contained in this Agreement and save
as provided for in the Receivables Funding Agreement, the obligations of the Company
under this Agreement and all other Transaction Documents to which it is a party are
solely the corporate obligations of the Company and shall be payable solely to the
extent of funds received by the Company and available for application thereto in
accordance with the terms of the Servicing Agreement and the other Transaction
Documents.






	6.13	 	Mitigation






	 	(a)	 	Each of the Company, the Agent or any other Secured Party shall, in
consultation with the Parent, take all reasonable steps (other than the sale of any
Purchased Receivables) to mitigate any circumstances which arise and which would result
in any amount becoming payable under or pursuant to Clause 5.2 (Taxes) including (but
not limited to) transferring its rights and obligations under the Transaction
Documents.
	 
	 	(b)	 	The taking of any action by the Company, Agent or any Secured Party under
Clause 6.13(a) above shall be subject to the following conditions:





20









 






	 	(i)	 	the Parent shall indemnify the Company, Agent and each Secured
Party against any reasonable costs incurred by them in taking any mitigating
action; and
	 
	 	(ii)	 	the Company, Agent and each Secured Party shall not be obliged
to take any action under Clause 6.13(a) which in its reasonable opinion would
be materially prejudicial to it.






	6.14	 	Contracts (Rights of Third Parties) Act (1999)
	 
	 	 	Except in respect of the Company, the Agent and the other Secured Parties, which Persons
(including, for the avoidance of doubt, their respective successors and permitted assigns)
are intended to have the benefit of this Agreement pursuant to the Contracts (Rights of
Third Parties) Act (1999), the parties hereto do not intend any term of this Agreement to be
enforceable pursuant to the Contracts (Rights of Third Parties) Act (1999).
	 
	 	 	EXECUTION
	 
	 	 	The parties hereto have shown their acceptance of the terms of this Agreement by executing
it below.





21









 





	 	 	 
	EXECUTION:
	 	 
	 
	 	 
	SIGNED by                                         ,                             
            , duly authorised for
and on behalf of AGCO RECEIVABLES LIMITED

	 	)
)
	 
	 	 
	SIGNED by                                         ,
                                        , duly authorised for
and on behalf of AGCO CORPORATION

	 	)
)
)
	 
	 	 
	SIGNED by                                         ,                             
            , duly authorised for
and on behalf of COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A
TRADING AS RABOBANK INTERNATIONAL, LONDON BRANCH

	 	)
)

)

)





Parent Undertaking Agreement


S-1









 







			
	 	 	 
	EXECUTION COPY
	 	






Dated 13 October 2006





	 	(1)	 	AGCO RECEIVABLES LIMITED as the Company	 
	 
	 	(2)	 	ERASMUS CAPITAL CORPORATION as CP Lender	 
	 
	 	(3)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (trading as RABOBANK INTERNATIONAL),
LONDON BRANCH as Agent and Administrator	 




 




RECEIVABLES FUNDING AGREEMENT



 








LONDON




 









 





CONTENTS




	 	 	 	 	 	 	 
	Clause	 	 	 	Page	 
	1. 	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	2. 	 	ADVANCES AND PAYMENTS
	 	 	2	 
	3. 	 	CONDITIONS PRECEDENT
	 	 	8	 
	4. 	 	REPRESENTATIONS AND WARRANTIES
	 	 	11	 
	5. 	 	COVENANTS
	 	 	15	 
	6. 	 	TERMINATION EVENTS
	 	 	20	 
	7. 	 	INDEMNIFICATION; EXPENSES; RELATED MATTERS
	 	 	24	 
	8. 	 	THE AGENT
	 	 	32	 
	9. 	 	MISCELLANEOUS
	 	 	36	 
	 	 	 
	 	 	 	 
	SCHEDULES	 	 
	 	 	 	 
	 	 	 
	 	 	 	 
	1 	 	FACILITY AMOUNT
	 	 	 	 
	 	 	 
	 	 	 	 
	EXHIBITS	 	 
	 	 	 	 
	 	 	 
	 	 	 	 
	A 	 	FORM OF BORROWING REQUEST
	 	 	 	 






 









 




THIS AGREEMENT is dated 13 October 2006 and is made between:





	(1)	 	AGCO RECEIVABLES LIMITED, a company incorporated under the laws of England and Wales (the
“Company”);
	 
	(2)	 	ERASMUS CAPITAL CORPORATION, a Delaware corporation (the “CP Lender”);
	 
	(3)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A, (trading as RABOBANK INTERNATIONAL,
LONDON BRANCH) as Agent (the “Agent”) for the CP Lender and as Administrator (the
“Administrator”) and Agent for the Liquidity Lenders.




BACKGROUND





	(A)	 	Certain Originators intend to sell, assign and transfer certain Receivables from time to time
to the Company, and the Master Servicer will provide certain services to the Company in
connection with the management and collection of the Purchased Receivables.
	 
	(B)	 	The Company desires to obtain financing for its purchase of Receivables from the CP Lender.
	 
	(C)	 	Each of the Company and the CP Lender wish to set out the terms on which the CP Lender may
provide financing from time to time to the Company.
	 
	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Terms defined in Schedule of Definitions
	 
	 	 	In this Agreement, unless otherwise defined herein or the context otherwise requires,
capitalised terms have the meanings set forth in the Master Schedule of Definitions,
Interpretations and Construction, dated as of the date hereof and signed by the parties
hereto and others for the purposes of identification (the “Schedule of Definitions”).
	 
	1.2	 	Interpretation and construction
	 
	 	 	The principles of interpretation, construction and calculation set forth in Clauses 2
(Interpretation) and 3 (Calculation) of the Schedule of Definitions apply to this Agreement
as if fully set forth herein.
	 
	1.3	 	Amendments to Schedule of Definitions
	 
	 	 	No amendment, restatement, supplement or other modification to the Schedule of Definitions
after the date of this Agreement shall affect the terms of this Agreement unless approved in
writing by the parties to this Agreement.
	 
	1.4	 	The Agent and the Administrator
	 
	 	 	The parties to this Agreement acknowledge that the Agent and the Administrator are parties
to this Agreement, inter alia, for the purposes of:





1









 






	 	(a)	 	enforcing the rights of the CP Lender against the Company hereunder;
	 
	 	(b)	 	obtaining the benefit of the other obligations of the Company hereunder.






	 	 	Neither the Agent nor the Administrator shall have any responsibility or liability as a
result of its being party to this Agreement.
	 
	2.	 	ADVANCES AND PAYMENTS
	 
	2.1	 	Advance Facility and Commitments






	 	(a)	 	Advances. Subject to the terms and conditions hereof, in particular those set
forth in Clause 3 (Conditions precedent), the CP Lender shall make advances to the
Company (each an “Advance") in Euro from time to time on any Settlement Date occurring
during the period from the Closing Date to the Termination Date. Subject to the terms
of this Agreement and the other Transaction Documents, during the period from the
Closing Date to the Termination Date, Advances shall be borrowed, reborrowed and/or
repaid in accordance herewith. In respect of each Settlement Date on which the Company
remains obligated to pay all or any portion of the Purchase Price of Purchased
Receivables and Related Assets purchased by it pursuant to any Receivables Transfer
Agreement, the Company shall, to the extent it is permitted to do so under this
Agreement, deliver a Borrowing Request for an Advance in an amount equal to the lesser
of (i) the amount it is at such time entitled to request hereunder and (ii) the amount
it is obligated to pay to the relevant seller of such Affected Assets in respect of the
Purchase Price of such Purchased Receivables and Related Assets.
	 
	 	(b)	 	General Rules Relating to Advances. Notwithstanding any other provision of
this Agreement:






	 	(i)	 	No Advance shall be made on or after the Termination Date.
	 
	 	(ii)	 	No Advance shall be made by the CP Lender on any date if, after
giving effect to such Advance and the application of the proceeds thereof on
the date of such Advance to repay other Advances, to purchase Receivables or
otherwise in accordance with this Agreement the sum of the Net Funding Advances
and the Net Liquidity Advances would exceed the lesser of (i) the Maximum Net
Advances and (ii) the Borrowing Base.






	 	(c)	 	Use of Proceeds. The Company will use the proceeds of each Advance only for
the payment of its expenses, the purchase of Receivables and Related Assets pursuant to
the Receivables Transfer Agreements and other purposes in accordance with the
Transaction Documents and applicable Law.






	2.2	 	Borrowing procedures






	 	(a)	 	Notice of Borrowing. The Company shall request each Advance to be made
hereunder by delivering (or causing to be delivered) to the Agent by facsimile a
Borrowing Request no later than on the third Business Day prior to the




2









 






	 	 	 	proposed Advance Date of any Advance (other than the initial Advance). Each such
Borrowing Request shall, in accordance with Clause 2.1(a), specify (i) the date of
such Advance (the “Advance Date”) which shall be a Settlement Date, (ii) subject to
Clauses 2.1(b) and 2.2(b), the amount of such Advance, (iii) the Settlement Date on
which repayment of the principal amount of such Advance and payment of Yield on such
Advance is due; and (iv) all other information specified in Exhibit A.
	 
	 	(b)	 	Amount of Advances. The amount of each Advance funded by the CP Lender on any
Advance Date (when combined with all other Advances to be funded by the CP Lender on
such Advance Date) shall be at least equal to €2,000,000 (or such lesser amount
approved by the CP Lender in its sole discretion) or an integral multiple of
€500,000 (or such lesser amount approved by the CP Lender in its sole discretion) in
excess thereof.
	 
	 	(c)	 	CP Lender acceptance or rejection; Borrowing Request irrevocable






	 	(i)	 	The Agent will promptly notify the CP Lender of the Agent’s
receipt of any Borrowing Request. If the Borrowing Request is received prior
to the Termination Date, the Agent shall accept or, if the conditions precedent
set out in Clause 3 (Conditions precedent) have not been fulfilled, reject such
Borrowing Request no later than on the second Business Day following its
receipt of any such Borrowing Request.
	 
	 	(ii)	 	Each Borrowing Request shall be irrevocable and binding on the
Company, and the Company shall indemnify the CP Lender and the Agent against
any loss or expense incurred by the CP Lender and/or the Agent, either directly
or indirectly (including through a Program Support Agreement) as a result of
any failure by the Company to borrow any Advance, including any loss or expense
incurred by the Agent or the CP Lender, either directly or indirectly
(including pursuant to a Program Support Agreement) by reason of the
liquidation or reemployment of funds acquired by the CP Lender (or the
applicable Program Support Provider(s)) (including funds obtained by issuing
commercial paper or promissory notes or obtaining deposits or loans from third
parties) in order to fund such Advance.






	 	(d)	 	Making of Advances. On each Advance Date, the CP Lender shall (in the event it
has agreed to make a requested Advance pursuant to Clause 2.2(c)(i)) remit the
aggregate amount of the Advance to be made on such Advance Date to the Agent by wire
transfer of same day funds to the account of the Agent specified therefor from time to
time by the Agent by notice to the CP Lender. Following the Agent’s receipt of funds
from the CP Lender as aforesaid, the Agent shall remit such funds received to the
Company’s account at the location indicated in Schedule 1 (Payment Information) to the
Schedule of Definitions or to any other account specified by the Company for further
payment to the Company or the relevant Originator in respect of any purchase of
Affected Assets by the Company), by wire transfer of same day funds.





3









 






	2.3	 	Payment of principal and Yield






	 	(a)	 	The Company shall repay the principal amount of the Advances to the Agent for
the account of the CP Lender:






	 	(i)	 	in full on the Settlement Date set forth in the Borrowing
Request applicable to such Advance; and
	 
	 	(ii)	 	on each Settlement Date after the Termination Date, in an
amount equal to the Collections available for such payment in accordance with
Clause 4 (Allocation, deposit and distribution of Collections) of the
Receivables Servicing Agreement.






	 	(b)	 	The Company shall pay Yield to the Agent for the account of the CP Lender on
the Net Funding Advances from time to time outstanding on the dates and calculated as
provided in this Clause 2.






	2.4	 	Determination of Yield and Rate Periods






	 	(a)	 	Tranches. For the purpose of calculation and payment of Yield hereunder, from
time to time the Agent shall allocate each Advance to one or more portions (each a
“Tranche”). Each Tranche will be treated as funded by issuance of Commercial Paper or
by drawing under a Program Support Agreement as determined by the Agent. At any time,
each Tranche will be associated with a particular Rate Period, and Yield will accrue
thereon at the interest rate determined in accordance with this Clause 2.4. The Agent
shall make each such allocation and select the corresponding Rate Periods on or before
the date of any requested Advance or the expiration of any then existing Rate Period.
	 
	 	(b)	 	Advances Funded by Commercial Paper. Each Rate Period applicable to any
Tranche funded by the CP Lender through the issuance of Commercial Paper shall be a
period of one month, running from (and including) the Settlement Date on which the
relevant Advance is made to (but excluding) the next succeeding Settlement Date.
	 
	 	(c)	 	Advances Funded under Program Support Agreement. Each Rate Period applicable
to any Tranche funded pursuant to a Program Support Agreement shall be a period of one
day.
	 
	 	(d)	 	Rate Protection; Illegality






	 	(i)	 	If the Agent is unable to obtain on a timely basis the
information necessary to determine EURIBOR for any proposed Rate Period, then:






	 	(A)	 	the Agent shall forthwith notify the CP Lender
and the Company that EURIBOR cannot be determined for such Rate Period,
and
	 
	 	(B)	 	while such circumstances exist, any outstanding
Tranche shall be reallocated to a Rate Period with respect to which
Yield is calculated by reference to the Base Rate.





4









 






	 	(ii)	 	If, with respect to any outstanding Rate Period, the CP Lender
notifies the Agent that it is unable to obtain matching deposits in the
applicable interbank market to fund its purchase or maintenance of such Tranche
or that EURIBOR will not adequately reflect the cost to it of funding or
maintaining such Tranche for such Rate Period, then (A) the Agent shall
forthwith so notify the Company and (B) upon such notice and thereafter while
such circumstances continue to exist, any outstanding Tranche shall be
reallocated to a Rate Period with respect to which Yield is calculated by
reference to the Base Rate.
	 
	 	(iii)	 	Notwithstanding any other provision of this Agreement, if the
CP Lender shall notify the Agent that it has determined (or that it has
received notice from any Program Support Provider) that the introduction of or
any change in or in the interpretation of any Law makes it unlawful (either for
the CP Lender or such Program Support Provider, as applicable), or any central
bank or other Official Body asserts that it is unlawful, for the CP Lender or
such Program Support Provider, as applicable, to fund the purchases or
maintenance of any Tranche accruing Yield calculated by reference to EURIBOR,
then (A) as of the effective date of such notice from the CP Lender to the
Agent, the obligation or ability of the CP Lender to fund the making or
maintenance of any Tranche accruing Yield calculated by reference to EURIBOR
shall be suspended until the CP Lender notifies the Agent that the
circumstances causing such suspension no longer exist and (B) each Tranche
shall either (I) if the CP Lender may lawfully continue to maintain such
Tranche accruing Yield calculated by reference to EURIBOR until the last day of
the applicable Rate Period, be reallocated on the last day of such Rate Period
to another Rate Period and shall accrue Yield calculated by reference to the
Base Rate or (II) if the CP Lender shall determine that it may not lawfully
continue to maintain such Tranche accruing Yield calculated by reference to
EURIBOR until the end of the applicable Rate Period, the CP Lender’s share of
such Tranche allocated to such Rate Period shall be deemed to accrue Yield at
the Base Rate from the effective date of such notice until the end of such Rate
Period.






	2.5	 	Yield, fees and other costs and expenses






	 	(a)	 	The Company shall pay, as and when due in accordance with this Agreement, the
Fee Letter or the Receivables Servicing Agreement, as the case may be, all fees
hereunder and under the Fee Letter and all amounts payable pursuant to Clause 7
(Indemnification; expenses; related matters), if any.
	 
	 	(b)	 	On each Settlement Date on which repayment of the principal amount of a Tranche
is due and payable in accordance with Clause 2.3 (Payment of principal and Yield), the
Company shall pay to the Agent, on behalf of the CP Lender, an amount equal to the
accrued and unpaid Yield for the related Rate Period together with an amount equal to
the interest or discount accrued on the CP Lender’s Commercial Paper to the extent such
Commercial Paper was issued (on a commercial basis) in order to fund any such Advance
in an amount in excess of the amount actually borrowed by the Company.




5









 






	 	(c)	 	Notwithstanding Clause 9.12(b), if on any Settlement Date the Company has not
sufficient funds available to pay the amount of Yield due and payable on such date,
such amount shall remain due (to be paid immediately once funds are received by the
Company which are available for application thereto in accordance with the terms of the
Transaction Documents) and any amounts which remain unpaid shall survive into any
winding up of the Company. For the avoidance of doubt, nothing in this Clause 2.5(c)
shall prejudice the occurrence of a Termination Event or the rights of the Agent and
the CP Lender under Clause 6.1(a) (Termination Events) and 6.2 (Remedies) and Clause
6.1(a) (Termination Events) and 6.2 (Remedies) of the Liquidity Agreement
	 
	 	(d)	 	Nothing in this Agreement shall limit in any way the obligations of the Company
to pay the amounts set forth in this Clause 2.5.






	2.6	 	Payments; overdue Interest






	 	(a)	 	Notwithstanding anything contained herein or in any other Transaction Document
to the contrary, all amounts to be paid or deposited by the Company hereunder (or by
the Master Servicer on behalf of the Company pursuant to the Receivables Servicing
Agreement) shall be paid in a manner such that the amount to be paid or deposited is
actually received by the Person to which such amount is to be paid or on behalf of
which such amount is to be deposited, in accordance with the terms hereof (and of the
Receivables Servicing Agreement, as applicable), on the day when due in immediately
available funds. If such amounts are payable to the Agent (whether on behalf of the CP
Lender or otherwise) they shall be paid or deposited in the account indicated under the
heading “Payment Information” in Schedule 1 to the Schedule of Definitions, until
otherwise notified by the Agent.
	 
	 	(b)	 	The Company shall, to the extent permitted by Law, pay to the Agent, for the
benefit of the CP Lender, upon demand, interest on all amounts not paid or deposited
when due hereunder at the Default Rate.






	2.7	 	Right of setoff
	 
	 	 	Without in any way limiting the provisions of Clause 2.9 (Collections held in trust), each
of the Agent and the CP Lender is hereby authorised (in addition to any other rights it may
have) at any time after the occurrence and during the continuance of a Termination Event or
Potential Termination Event to set-off, appropriate and apply (without presentment, demand,
protest or other notice which are hereby expressly waived) any deposits and any other
indebtedness held or owing by the Agent or the CP Lender to, or for the account of, the
Company against the amount of the Aggregate Unpaids owing by the Company to the Agent or to
the CP Lender on behalf of such Person (even if contingent or unmatured).
	 
	2.8	 	CP Lender Account






	 	(a)	 	On or before the Closing Date the Agent shall establish, and at all times
thereafter until the Final Payout Date the Agent shall maintain, a segregated account
in the name of the CP Lender into which amounts payable to the CP




6









 






	 	 	 	Lender under this Agreement shall be deposited as and to the extent required by this
Clause 2.8 (the “CP Lender Account”). The CP Lender Account shall bear a
designation clearly indicating that the funds deposited therein are held for the
benefit of the CP Lender. The Agent shall have exclusive dominion and control over
the CP Lender Account and all monies, instruments and other property from time to
time in the CP Lender Account.
	 
	 	(b)	 	Notwithstanding anything herein to the contrary, on and after the occurrence
and during the continuance of a Termination Event or Potential Termination Event, the
Company shall, and shall require the Master Servicer, any Originator and any other AGCO
Party to, upon the request of the Agent to the Company (with a copy to the Master
Servicer), within one Business Day after receipt by such Person of any Collections,
including any Collections received or deposited into another account, remit (or cause
to be remitted) such Collections together with all interest and earnings thereon to the
CP Lender Account.
	 
	 	(c)	 	Funds on deposit in the CP Lender Account may be invested by the Agent, in the
name of the Agent, in Eligible Investments that will mature so that such funds will be
available so as to permit the amounts in the CP Lender Account to be paid and applied
on the next Settlement Date and otherwise in accordance with the provisions of Clause
2.3 (Payment of principal and Yield) and the Receivables Servicing Agreement; provided
that such funds shall not reduce the Net Funding Advances or accrued Yield hereunder
until so applied under Clause 2.3 (Payment of principal and Yield).
	 
	 	(d)	 	On each Settlement Date, all interest and earnings (net of losses and
investment expenses) on funds on deposit in the CP Lender Account shall be applied as
Collections set aside for the Agent in accordance with the Receivables Servicing
Agreement.
	 
	 	(e)	 	On the Final Payout Date, any funds remaining on deposit in the CP Lender
Account shall be paid to the Company.






	2.9	 	Collections held in trust






	 	(a)	 	So long as the Company shall hold any Collections then or thereafter required
to be paid by the Company to the Master Servicer or the Agent, it shall hold such
Collections, and any interest or investment earnings thereon, in trust, and shall
deposit such Collections within one Business Day after receipt thereof into the
applicable account or, if requested by the Agent pursuant to Clause 2.8(b) (CP Lender
Account), the CP Lender Account in each case, to be used in accordance with the
Transaction Documents.
	 
	 	(b)	 	The Net Funding Advances shall not be deemed reduced by any amount held in
trust or in any account, including the CP Lender Account, unless and until, and then
only to the extent that, such amount is finally paid to the Agent in accordance with
Clause 2.3 (Payment of principal and Yield).





7









 






	2.10	 	Proceeds of Subordinated Loans






	 	(a)	 	On the Closing Date the Company shall request a Subordinated Loan in an amount
equal to the excess of (i) the aggregate Purchase Price of all of the Purchased
Receivables to be transferred to the Company on the Closing Date pursuant to the
Receivables Transfer Agreements, over (ii) the aggregate amount of the Advance made by
the CP Lender to the Company on the Closing Date in respect of such Purchased
Receivables.
	 
	 	(b)	 	If on any day the Company has insufficient funds to pay any Purchase Price
under any Receivables Transfer Agreement that is due on such day, the Company shall
request a Subordinated Loan on such day in an amount equal to such insufficiency.
	 
	 	(c)	 	The Company shall apply the proceeds of each Subordinated Loan to the payment
of the Purchase Price of Receivables transferred (or to be transferred) to the Company
by the Originators identified in the Subordinated Loan Borrowing Request related to
such proceeds.






	3.	 	CONDITIONS PRECEDENT
	 
	3.1	 	Conditions Precedent to Closing
	 
	 	 	The occurrence of the Closing Date and the effectiveness of the Commitments hereunder shall
be subject to the conditions precedent that






	 	(a)	 	all amounts required to be paid on or prior to the Closing Date pursuant to the
Fee Letter shall have been paid in full,
	 
	 	(b)	 	the fees and expenses described in Clause 7.4(a)(i) and invoiced prior to the
Closing Date shall have been paid in full (and each of the Company and the Parent
hereby:






	 	(i)	 	request that the Agent deduct from the proceeds of the initial
Advance any amounts payable pursuant to Clauses 3.1(a) and (b),
	 
	 	(ii)	 	acknowledge and agree on behalf of itself and each Originator
that Net Funding Advances shall not in any way be reduced as a result of such
deduction from the initial Advance, and
	 
	 	(iii)	 	agree that the Subordinated Loan made on the Closing Date
shall be increased by an amount equal to the amount payable pursuant to Clauses
3.1(a) and (b)), and






	 	(c)	 	the Company shall have delivered, or caused to be delivered, to the Agent, for
itself and the CP Lenders, and the Agent’s counsel, an original (unless otherwise
indicated) of each of the following documents, each in form and substance satisfactory
to the Agent:






	 	(i)	 	A duly executed counterpart of this Agreement, the Schedule of
Definitions, the Liquidity Agreement, the Subordinated Loan Agreement, the
Receivables Servicing Agreement, the Parent




8









 






	 	 	 	Undertaking Agreement, the Security Agreement, each Receivables Transfer
Agreement, the Fee Letter and each of the other Transaction Documents
executed by the Originators, the Company, the Parent, the Master Servicer
and each other AGCO Party, as applicable.
	 
	 	(ii)	 	A certificate, in form and substance reasonably satisfactory to
the Agent, of an authorised representative of the Company and each AGCO Party,
certifying and (in the case of Clauses 3.1(c)(ii)(A) through (D)) attaching as
exhibits thereto:






	 	(A)	 	its Organic Documents (certified by one of its
officers as of a recent date);
	 
	 	(B)	 	resolutions of its board of directors or other
governing body authorising the execution, delivery and performance by
it of each Transaction Document to be delivered by it hereunder or
thereunder;
	 
	 	(C)	 	all other documents evidencing necessary
corporate action (including shareholder consents) and government
approvals, if any;
	 
	 	(D)	 	the incumbency, authority and signature of each
of its authorised representative executing the Transaction Documents or
any certificates or other documents delivered hereunder or thereunder
on its behalf; and






	 	 	 	certifying that no conflicts exist between the Transaction Documents and the
transaction contemplated thereby and any other material agreements of the
Company or such AGCO Party.
	 
	 	(iii)	 	Evidence reasonably satisfactory to the Agent that as of the
Closing Date no steps have been taken for the winding up of the Company or any
AGCO Party.
	 
	 	(iv)	 	Evidence satisfactory to the Agent that the (A) ownership
interests of the Company, and (B) the first priority security interest of the
Agent, in the Purchased Receivables and the other Affected Assets have been
perfected in accordance with applicable law (other than notifying the Obligors
of the security interest of the Agent in relation to French Receivables as
required under French law).
	 
	 	(v)	 	Favourable opinions of special counsel to the Company and each
AGCO Party, covering such corporate and capacity matters as the Agent may
reasonably request.
	 
	 	(vi)	 	Favourable opinions covering such tax matters as the Agent may
reasonably request.
	 
	 	(vii)	 	Favourable opinions of counsel to the Agent and the CP Lender
covering such matters as the Agent may reasonably request.




9









 






	 	(viii)	 	A report identifying all Purchased Receivables and the Outstanding Balances
thereon and including such other information as the Agent may reasonably
request.
	 
	 	(ix)	 	A pro forma Master Servicer Report dated on or about the date
hereof showing the calculation of the Borrowing Base after giving effect to the
initial Advance.
	 
	 	(x)	 	Evidence of the appointment of the English Process Agent as
agent for service of process as required by the Transaction Documents as
applicable.
	 
	 	(xi)	 	Evidence of the establishment of the CP Lender Account and each
other bank account required to be established hereunder and under the
Receivables Servicing Agreement.
	 
	 	(xii)	 	Such other approvals, documents, instruments, certificates and
opinions as the Agent or any Lender may reasonably request.
	 
	 	(xiii)	 	A certificate, in form and substance reasonably satisfactory to the Agent, of
an authorised representative of the Company and each AGCO Party, certifying
that the execution, delivery and performance by the Company or such AGCO Party
of each Transaction Document to which it is a party and the consummation by it
of the transactions provide for therein do not and will not (A) contravene,
violate or constitute a default under (I) its Organic Documents, (II) any law
of its jurisdiction of incorporation, (III) to the best of such authorised
representative’s knowledge after due inquiry, any contractual restriction
binding on or affecting the Company or such AGCO Party or its property or (IV)
to the best of such authorised representative’s knowledge after due inquiry,
any order, writ, judgment, award, injunction, decree or other instrument
binding on or affecting the Company or such AGCO Party or its property, or (B)
result in the creation or imposition of any Adverse Claim upon or with respect
to its property or the property of any of its Subsidiaries (except as
contemplated by the Transaction Documents to which it is a party).






	3.2	 	Conditions Precedent to all Advances
	 
	 	 	Each Advance hereunder (including the initial Advance) shall be subject to the conditions
precedent that (i) the Closing Date shall have occurred, (ii) the Agent shall have received
such approvals, documents, instruments, certificates and opinions as the Agent or any
Lender, may reasonably request, and (iii) on the date of such Advance the following
statements shall be true (and the Company by accepting the amount of such Advance shall be
deemed to have certified that):






	 	(a)	 	the Agent shall have received a Borrowing Request, appropriately completed,
within the time period required by Clause 2.2 (Borrowing procedure);
	 
	 	(b)	 	the making of such Advance shall not violate any provision of Clause 2.1
(Advance Facility and Commitment);




10









 






	 	(c)	 	the representations and warranties contained in Clause 4.1 (Representations and
warranties of the Company) shall be true, complete and correct on and as of such day as
though made on and as of such day and shall be deemed to have been made on such day;
	 
	 	(d)	 	no Termination Event or Potential Termination Event shall have occurred and be
continuing;
	 
	 	(e)	 	the Agent shall have received a Master Servicer Report with respect to the
proposed Advance Date in accordance with Clause 3.2 (Reports) of the Receivables
Servicing Agreement and the information set forth therein shall be true, complete and
correct; and
	 
	 	(f)	 	the Termination Date shall not have occurred.






	4.	 	REPRESENTATIONS AND WARRANTIES
	 
	4.1	 	Representations and warranties of the Company
	 
	 	 	The Company represents and warrants to the Agent, the Administrator and the CP Lender, that,
on the dates set forth in Clause 4.2 (with reference to the circumstances existing on each
such date):






	 	(a)	 	Corporate Existence and Power. It (i) is a limited company duly organised,
validly existing and in good standing under the laws of its jurisdiction of
organisation, (ii) has all corporate power and all licenses, authorisations, consents,
approvals and qualifications of and from all Official Bodies and other third parties
required to carry on its business in each jurisdiction in which its business is now and
proposed to be conducted (except where the failure to have any such licenses,
authorisations, consents, approvals and qualifications would not individually or in the
aggregate have a Material Adverse Effect), and (iii) is duly qualified to do business
in and in good standing in every other jurisdiction in which the nature of its business
requires it to be so qualified, except where the failure to be so qualified or in good
standing would not individually or in the aggregate have a Material Adverse Effect.
	 
	 	(b)	 	Corporate and Governmental Authorisation; Contravention. The execution,
delivery and performance by it of this Agreement and the other Transaction Documents to
which it is a party (i) are within its corporate powers, (ii) have been duly authorised
by all necessary corporate and shareholder action, (iii) require no action by or in
respect of, or filing with, any Official Body or official thereof or third party
(except for any filings in respect of the Agent’s security interests pursuant to the
Security Documents), (iv) do not contravene or constitute a default under (A) its
Organic Documents, (B) any Law applicable to it, (C) any contractual restriction
binding on or affecting it or its property or (D) any order, writ, judgment, award,
injunction, decree or other instrument binding on or affecting it or its property, or
(v) result in the creation or imposition of any Adverse Claim upon or with respect to
its property (except as contemplated hereby).




11









 






	 	(c)	 	Binding Effect. Each of this Agreement and the other Transaction Documents to
which it is a party has been duly executed and delivered and constitutes its legal,
valid and binding obligations, enforceable against it in accordance with its terms (as
such enforcement may be subject to any applicable Enforcement Limitation).
	 
	 	(d)	 	Asset Interest. (i) The Company is the owner of all of the Purchased
Receivables and other Affected Assets, free and clear of all Adverse Claims (other than
any Adverse Claim arising hereunder or under the other Transaction Documents), and (ii)
at all times on and after the Closing Date until the Final Payout Date (A) all actions
to be taken in order to perfect and protect the interests of the Agent and the other
Secured Parties in the Purchased Receivables and other Affected Assets against any
Adverse Claim (other than any Adverse Claim arising hereunder or under the other
Transaction Documents) or the interest of any creditor of or Company from the Company
and/or any Originator will have been duly taken in each jurisdiction necessary for such
purpose (other than the notification of the Obligors in relation to French Receivables
as required under French law); or (B) all registrations, financing statements, notices,
instruments and documents required to be recorded or filed in order to perfect and
protect the interests of the Agent and the other Secured Parties in the Purchased
Receivables and other Affected Assets against any Adverse Claim (other than any Adverse
Claim arising hereunder or under the other Transaction Documents) or the interest of
any creditor of, or Company from, the Company and/or any Originator will have been duly
executed, filed or served in or on the appropriate filing office, Official Body or
other Person in each jurisdiction necessary for such purpose (other than the
notification of the Obligors in relation to French Receivables as required under French
law), and (C) all fees and taxes, if any, payable in connection with such actions and
filings shall have been paid in full.
	 
	 	(e)	 	Accuracy of Information. All information heretofore furnished or made
available by it or on its behalf (including the Master Servicer Reports and its
financial statements) to any Lender, the Agent or the Administrator for purposes of or
in connection with this Agreement, any other Transaction Document or any transaction
contemplated hereby or thereby is, and all such information hereafter furnished or made
available by it to any Lender, the Agent or the Administrator will be, true, complete
and accurate in every material respect, on the date such information is stated or
certified, and no such item contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary in order to make the
statements contained therein, in the light of the circumstances under which they were
made, not misleading.
	 
	 	(f)	 	Tax Status. It has (i) timely filed all tax returns required to be filed
except to the extent that any failure to do so would not, individually or in the
aggregate, have a Material Adverse Effect, and (ii) paid or made adequate provision for
the payment of all taxes, assessments and other governmental charges except any such
taxes, assessments or charges which are being diligently contested in




12









 






	 	 	 	good faith by appropriate proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books.
	 
	 	(g)	 	Actions; Suits. It is not in violation of any order of any Official Body or
arbitrator. There are no actions, suits, litigation or proceedings pending, or to its
knowledge, threatened, against or affecting it or any of its Affiliates or their
respective properties, in or before any Official Body or arbitrator, which may,
individually or in the aggregate, have a Material Adverse Effect.
	 
	 	(h)	 	Registered Office and Location of Records. Its principal place of business,
Centre of Main Interest, registered office and the offices where it keeps all its
Records are located at the address(es) listed in Exhibit 1 to the Schedule of
Definitions.
	 
	 	(i)	 	Subsidiaries; Tradenames; etc. The Company (i) has no Subsidiaries or
divisions, (ii) has not done business under any trade name or other name other than its
legal name, and (iii) since the date of its organisation, has not merged with or into
or consolidated with any other Person or been the subject of any proceeding under any
Insolvency Law.
	 
	 	(j)	 	Good Title. From the Purchase Date with respect to each Purchased Receivable,
as and until the Final Payout Date, the Agent shall have, on behalf of the Secured
Parties, a valid and enforceable first priority perfected security interest, ranking
ahead of any other security interest and the interest of any other creditor of the
Company and the Originators, in each Purchased Receivable and all of the other Affected
Assets, free and clear of any Adverse Claim.
	 
	 	(k)	 	Eligibility of Receivables. Each Purchased Receivable treated as an Eligible
Receivable for purposes of any Master Servicer Report is in fact an Eligible Receivable
as of the Purchase Date relating to such Purchased Receivable and the date of such
Master Servicer Report, and each Purchased Receivable included in the calculation of
any Net Receivables Balance as of the date of any Master Servicer Report is in fact an
Eligible Receivable and not a Defaulted Receivable at such time. The Company has no
knowledge of any fact (including any defaults by the Obligor thereunder or under any
other Purchased Receivable) that would cause it or should have caused it to expect any
payments on such Purchased Receivable not to be paid in full when due or that is
reasonably likely to cause or result in any other Material Adverse Effect with respect
to such Purchased Receivable.
	 
	 	(l)	 	Coverage Requirement. On any Settlement Date, the sum of the Net Funding
Advances and the Net Liquidity Advances does not exceed the Borrowing Base as
determined as of the last day of the immediately preceding Reporting Period.
	 
	 	(m)	 	Credit and Collection Policy. Since the date hereof, there have been no
material changes in any Credit and Collection Policy other than in accordance with this
Agreement and the Transaction Documents. Since such date, no material adverse change
has occurred in the overall rate of collection of the Receivables. It has at all times
complied with the Credit and Collection Policy.




13









 






	 	(n)	 	Material Adverse Effect. Since its formation, there has been no Material
Adverse Effect.
	 
	 	(o)	 	No Termination Event. No event has occurred and is continuing and no condition
exists, or would result from any Advance or from the application of the proceeds
therefrom, which constitutes or may reasonably be expected to constitute a Termination
Event or a Potential Termination Event.
	 
	 	(p)	 	Accounts.






	 	(i)	 	Collections are only paid into the AGCO Accounts.
	 
	 	(ii)	 	The Obligor in respect of each Purchased Receivable has been
instructed to make payments in respect of such Purchased Receivable only to the
AGCO accounts.






	 	(q)	 	Transfers Under Receivables Transfer Agreements. The Company has purchased
each Receivable from an Originator pursuant to, and in accordance with, the terms of
the relevant Receivables Transfer Agreement.
	 
	 	(r)	 	No Voidability. The Company has given reasonably equivalent value and/or fair
market value under applicable Law to the relevant Originator in consideration for the
transfer to it of the Affected Assets from such Originator, and each such transfer
shall not have been made for or on account of an antecedent debt owed by such
Originator to it and no such transfer is or may be at the relevant time voidable under
any Insolvency Law.
	 
	 	(s)	 	Investment Company Act. The Company is not, and is not controlled by, an
“investment company” within the meaning of the U.S. Investment Company Act of 1940, or
is exempt from all provisions of such act.
	 
	 	(t)	 	Choice of Law. In any proceedings taken in any Approved Country in relation to
this Agreement, any Receivables Transfer Agreement or any sale of Receivables
thereunder or any other Transaction Document, the choices of governing law of this
Agreement, the relevant Receivables Transfer Agreement or any such sale (as provided
for in the relevant Receivables Transfer Agreement, as applicable) or such other
Transaction Document shall be recognised and enforced.
	 
	 	(u)	 	Representations and Warranties in other Transaction Documents. Each of the
representations and warranties of the Company contained in the Transaction Documents
(other than this Agreement) is true, complete and correct in all respects and the
Company hereby makes each such representation and warranty to, and for the benefit of,
the Agent, the Administrator and the Secured Parties as if the same were set forth in
full herein.
	 
	 	(v)	 	Solvency. It is solvent and able to pay its debts as they fall due and has not
suspended or threatened to suspend making payments (whether of principal or interest)
with respect to all or any class of its debts and will not become insolvent or unable
to pay its debts in consequence of any contract concluded by it for the purchase of any
Affected Assets under the Transaction




14









 






	 	 	 	Documents or any other obligation or transaction contemplated in the Transaction
Documents.
	 
	 	(w)	 	Insolvency procedures. No corporate action has been taken or is pending, no
other steps have been taken (whether out of court or otherwise) and no legal
proceedings (other than any frivolous and vexatious proceedings which are dismissed
within 10 days) have been commenced or are threatened or are pending for:






	 	(i)	 	its bankruptcy, liquidation, suspension of payments, controlled
management, winding-up, liquidation, dissolution, administration or
reorganisation; or
	 
	 	(ii)	 	it to enter into any composition or arrangement with its
creditors; or
	 
	 	(iii)	 	the appointment of a receiver, administrative receiver,
trustee or similar officer in respect of it or any of its property, undertaking
or assets.






	 	 	 	No event equivalent to any of the foregoing has occurred in or under the laws of any
relevant jurisdiction.
	 
	 	(x)	 	Activities. It has not engaged in any activities since the date of its
incorporation other than those incidental to its incorporation and its entry into and
exercise of its rights and performance of its obligations under the Transaction
Documents to which it is a party.
	 
	 	(y)	 	Consents. 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 required to ensure the creation, validity, legality, enforceability or
priority of its rights, liabilities and obligations under the Transaction Documents.






	4.2	 	Repetition of representations and warranties
	 
	 	 	The representations and warranties of the Company given in Clause 4.1 (Representation and
warranties of the Company) shall be given on the Closing Date and on each Settlement Date.
	 
	5.	 	COVENANTS
	 
	5.1	 	Affirmative covenants of the Company
	 
	 	 	At all times from the date hereof to the Final Payout Date, unless the Agent shall otherwise
consent in writing:






	 	(a)	 	Reporting Requirements. The Company shall maintain a system of accounting
established and administered in accordance with GAAP, and shall furnish or make
available (or cause to be furnished or made available), as the case may be, to the
Agent:





15









 






	 	(i)	 	Annual Reporting. Upon the request of the Agent and after
filing thereof with the relevant Official Body, unaudited financial statements
of the Company, prepared in accordance with GAAP, including a balance sheet as
of the end of such period and the related statements of operations and
shareholder’s equity, all certified by its director of finance or chief
financial officer.
	 
	 	(ii)	 	Compliance Certificate. Together with the financial statements
required hereunder, a certificate signed by a director of the Company stating
that (A) the attached financial statements have been prepared in accordance
with GAAP and accurately reflect the financial condition of the Company, and
(B) to the best of such Person’s knowledge, no Termination Event or Potential
Termination Event exists, or if any Termination Event or Potential Termination
Event exists, stating the nature and status thereof.
	 
	 	(iii)	 	Information Under Transaction Documents. Promptly upon its
receipt of any report, document, information or notice delivered by any
Originator pursuant to any Transaction Document and not concurrently delivered
to the Agent, a copy of the same.
	 
	 	(iv)	 	Other Information. Such other information (including
non-financial information) as the Agent may from time to time reasonably
request with respect to the Company or the Affected Assets.






	 	(b)	 	Maintenance of Existence, etc. The Company shall do all things necessary to
remain duly organised, validly existing and in good standing in its jurisdiction of
organisation and maintain all requisite authority to conduct its business in each
jurisdiction in which its business is conducted.
	 
	 	(c)	 	Compliance with Laws, etc. The Company shall (i) comply with all Laws to which
it or its respective properties may be subject, and (ii) preserve and maintain its
corporate existence, licenses, rights, franchises, qualifications and privileges except
to the extent that any such failure to preserve or maintain the same would not
individually or in the aggregate have a Material Adverse Effect.
	 
	 	(d)	 	Furnishing of Information and Inspection of Records. The Company shall furnish
to the Agent from time to time such information with respect to the Affected Assets as
the Agent may reasonably request, including listings identifying the Obligor and the
Outstanding Balance of each Purchased Receivable. Upon reasonable advance notice by
the Agent, the Company shall, at any time and from time to time during regular business
hours, permit the Agent, or its agents or representatives, at the expense of the
Company (i) to examine and make copies of and take abstracts from all books, records
and documents (including computer tapes and disks) relating to the Purchased
Receivables or other Affected Assets, including any related Contract, and (ii) to visit
the offices and properties of the Company, for the purpose of examining such materials
described in Clause 5.1(d)(i), and to discuss matters relating to the Affected Assets
or the Company’s performance hereunder, under the Contracts, if any, and under the
other Transaction Documents to




16









 






	 	 	 	which such Person is a party with any of the officers, directors or relevant
employees of the Company having knowledge of such matters. Subject to Clause 9.9
(Consent to disclosure), such agents and representatives shall be bound to treat any
information received pursuant to this Clause 5.1(d) as confidential.
	 
	 	(e)	 	Keeping of Records and Books of Account. The Company shall maintain and
implement administrative and operating procedures (including an ability to recreate
records evidencing Purchased Receivables and any related Contract in the event of the
destruction of the originals thereof), and keep and maintain, all documents, books,
computer tapes, disks, records and other information reasonably necessary or advisable
for the collection of all Purchased Receivables (including records adequate to permit
the daily identification of each new Purchased Receivable and all Collections of and
adjustments to each existing Purchased Receivable). The Company shall give the Agent
prompt notice of any material change in its administrative and operating procedures
referred to in the previous sentence.
	 
	 	(f)	 	Performance and Compliance with Purchased Receivables and Contracts and Credit
and Collection Policy. The Company shall, (i) at its own expense, timely and fully
perform and comply with all material provisions, covenants and other promises, if any,
required to be observed by it under any Contract related to the Purchased Receivables;
and (ii) timely and fully comply with each Credit and Collection Policy.
	 
	 	(g)	 	Limitation on Business Activities. Save with the consent of the CP Lender (or
the Agent acting on behalf of the CP Lender) the Company shall not engage in any
business other than the transactions contemplated by the Transaction Documents and
activities reasonably incidental thereto. The officers and directors of the Company (as
appropriate) shall make decisions with respect to the business and daily operations of
the Company independent of and not dictated by any controlling Person.
	 
	 	(h)	 	Corporate Documents. The Company shall only amend, alter, change or repeal its
Organic Documents with the prior written consent of the CP Lender (or the Agent on the
CP Lender’ s behalf).
	 
	 	(i)	 	Security Interest, etc. The Company shall, at its expense, take (or cause to
be taken) all action necessary or in the opinion of the Agent desirable to establish
and maintain in favour of the Agent for the benefit of the Secured Parties a valid and
enforceable first priority perfected security interest in the Affected Assets, free and
clear of all Adverse Claims and in any event ranking ahead of any other security
interest and the interest of any other creditor of the Company or the Originators, and
shall promptly execute and deliver all instruments and take any other such actions as
maybe necessary or desirable, or as the Agent may reasonably request, to perfect,
protect or more fully evidence such security interest.
	 
	 	(j)	 	Enforcement of Transaction Documents. The Company, on its own behalf and on
behalf of the Agent and each Lender, shall promptly procure compliance with and/or, as
appropriate, enforce all covenants and obligations of the




17









 






	 	 	 	Originators contained in the Transaction Documents. The Company shall deliver
consents, approvals, directions, notices, waivers and take other actions under any
Transaction Document as may be directed by the Agent.
	 
	 	(k)	 	Notices. The Company shall notify the Agent and the CP Lender in writing of
any of the following, describing the same and, if applicable, the steps being taken
with respect thereto:






	 	(i)	 	Termination Event. Immediately upon becoming aware thereof,
the occurrence of any Termination Event or Potential Termination Event, by a
statement of one of its duly authorised officers;
	 
	 	(ii)	 	Final Judgment. As soon as reasonably practicable following
the occurrence thereof, the entry of any final judgment or decree (which is not
subject to any further appeal) against the Company in an amount which, when
aggregated with any other undischarged judgments or decrees against the Company
is in excess of €20,000,000 or the foreign currency equivalent thereof at
the time of entry of such judgment or decree;
	 
	 	(iii)	 	Litigation. As soon as reasonably practicable following the
occurrence thereof and, in any event, no later than the immediately succeeding
Settlement Date, the institution of any litigation, dispute resolution,
arbitration proceeding or governmental proceeding against the Company or to
which it becomes party seeking monetary damages in an amount which, when
aggregated with any other such monetary damages sought against the Company is
in excess of €20,000,000 or the foreign currency equivalent thereof; and
	 
	 	(iv)	 	Adverse Claims. Immediately upon becoming aware thereof, the
creation or imposition of any Adverse Claim on any Purchased Receivable or any
Related Asset (except as created under any Transaction Document) or the
occurrence of a Material Adverse Effect.






	 	(l)	 	Excess Cash. Save with consent of the CP Lender (or the Agent acting on behalf
of the CP Lender) any excess cash which the Company may have and which is not needed to
pay Aggregate Unpaids shall, to the extent held by the Company at any time be used by
the Company only for holding in a bank account or for investments in Eligible
Investments.






	5.2	 	Negative covenants of the Company
	 
	 	 	At all times from the date hereof to the Final Payout Date, unless the CP Lender (or the
Agent on the CP Lender’ s behalf) shall otherwise consent in writing:






	 	(a)	 	No Sales, Liens, etc. Except as otherwise provided in Clauses 3 or 5 of the
Security Agreement or in Clause 5.5 of each Receivables Transfer Agreement, the Company
shall not (and the Company shall not even with the consent of the CP Lender (or the
Agent on the CP Lender’s behalf)):




18









 












	 	(i)	 	(A) sell, assign (by operation of law or otherwise) or
otherwise dispose of, or create or suffer to exist any Adverse Claim upon (or
the filing of any financing statement) or with respect to any of the Affected
Assets, including any Adverse Claim arising from an Adverse Claim on any
inventory or goods, or (B) assign any right to receive income in respect
thereof; or
	 
	 	(ii)	 	issue any security to, or sell, transfer or otherwise dispose
of any of its property or other assets to any Person.






	 	(b)	 	No Extension or Amendment of Purchased Receivables. The Company shall not (i)
extend, amend or otherwise modify the terms of any Purchased Receivable, or (ii) amend,
modify or waive any term or condition of any Contract related thereto.
	 
	 	(c)	 	No Change in Business or Credit and Collection Policy. The Company shall not
(i) make any change in the general nature of its business, or (ii) make any change in
the Credit and Collection Policy other than in accordance with the Transaction
Documents.
	 
	 	(d)	 	No Subsidiaries, Mergers, etc. The Company shall not consolidate or merge with
or into, or sell, lease or transfer all or substantially all of its assets to, any
other Person. The Company shall not form or create any Subsidiary.
	 
	 	(e)	 	No Impairment of Security. The Company shall not take any action or permit any
action to occur or suffer any circumstance to exist which would result in any security
or security interest granted, or charge or security agreement or document entered into
or registered or filed, in connection with this Agreement or any other Transaction
Document becoming impaired or unenforceable in any material respect.
	 
	 	(f)	 	No Amendment of Transaction Documents. The Company shall not amend, modify, or
supplement any Transaction Document or waive any provision thereof, in each case except
with the prior written consent of the Agent, nor shall the Company take, or permit any
Originator to take, any other action under any Transaction Document that could have a
Material Adverse Effect or which is inconsistent with the terms of this Agreement or
any other Transaction Document.
	 
	 	(g)	 	Other Debt. Except as provided in the Transaction Documents, the Company shall
not create, incur, assume or suffer to exist any indebtedness, whether current or
funded, exceeding the Threshold Amount, other than (i) indebtedness of the Company
representing fees, expenses and indemnities arising hereunder or under the Receivables
Transfer Agreements for the Purchase Price of the Purchased Receivables and other
Affected Assets, and (ii) other indebtedness incurred in the ordinary course of its
business.
	 
	 	(h)	 	Payments Under Receivables Transfer Agreements. The Company shall not acquire
any Receivable other than through, under, and pursuant to the terms of, the Receivables
Transfer Agreements, and the Company shall not become obligated to pay, and shall not
make payment of, any amounts to the




19









 






	 	 	 	Originators, other than payments arising out of the purchase of Receivables pursuant
to the Receivables Transfer Agreements made in accordance with the terms thereof.
	 
	 	(i)	 	Restricted Payments. The Company shall not (i) purchase or redeem any shares
of its capital stock, (ii) prepay, purchase or redeem any indebtedness, (iii) lend or
advance any funds or (iv) repay any loans or advances to, for or from any Person, in
each case, except to the extent provided in the Transaction Documents.
	 
	 	(j)	 	Name Change, Offices, Records and Books of Accounts. The Company shall not:






	 	(i)	 	change its name or identity; or
	 
	 	(ii)	 	change its corporate structure, which change would have a
Material Adverse Effect; or
	 
	 	(iii)	 	relocate any office where Records are kept,






	 	 	 	in each case without having given the Agent at least 30 days prior written notice
thereof.
	 
	 	(k)	 	Change in Payment Instructions to Obligors. The Company shall not amend,
supplement or otherwise modify or cancel or revoke any payment instructions to any
Obligor or any Obligor Notification given in accordance with the Transaction Documents
and shall not instruct any Obligor to make payments in respect of Purchased Receivables
to any account other than the AGCO Accounts or such other account referred to in an
Obligor Notification.
	 
	 	(l)	 	Powers of Attorney. The Company shall not revoke or attempt to revoke any
Power of Attorney granted by it in connection with this Agreement until the date upon
which the Aggregate Unpaids have been indefeasibly reduced to zero (and, as soon as
reasonably practicable following such date the Agent shall return such Powers of
Attorney to the Company).






	6.	 	TERMINATION EVENTS
	 
	6.1	 	Termination Events
	 
	 	 	The occurrence of any one or more of the following events shall constitute a “Termination
Event":






	 	(a)	 	Payments, Covenants and Agreements. The Parent, the Company, the Master
Servicer, any Originator or other AGCO Party shall fail:






	 	(i)	 	to make any payment or deposit required hereunder or under any
Transaction Document to which it is a party when due and such failure shall
remain unremedied for three Business Days; or
	 
	 	(ii)	 	to perform or observe in any material respect any term,
obligation, covenant, undertaking or agreement hereunder (other than as
referred




20









 






	 	 	 	to in Clause 6.1(a)(i)) and such failure shall remain unremedied for 20
days.






	 	(b)	 	Reports. The Master Servicer shall fail to deliver:






	 	(i)	 	on any Master Servicer Reporting Date, the duly completed
Master Servicer Report to be delivered on such date and such failure shall
remain unremedied for 20 days; or
	 
	 	(ii)	 	on any Reporting Date, the duly completed Accounts Receivables
Listing or Obligor Information Listing to be delivered on such date and such
failure shall remain unremedied for three Business Days.






	 	(c)	 	Representations and Warranties. Any representation, warranty, certification or
statement made by the Parent, the Company any Originator, the Master Servicer or any
other AGCO Party in this Agreement, any other Transaction Document to which any of them
is a party or in any other document delivered pursuant hereto or thereto, shall prove
to have been incorrect in any material respect when made or deemed made and, if capable
of remedy, to have remained incorrect for three Business Days thereafter.
	 
	 	(d)	 	Insolvency Proceedings. An Insolvency Event shall occur in respect of the
Parent, the Company, any Originator, the Master Servicer or any other AGCO Party.
	 
	 	(e)	 	Indebtedness. Indebtedness (other than to another Group Company) of any one or
more of the Parent, any Originator, the Master Servicer or any other AGCO Company
(whether individually or collectively) has been declared to be or otherwise has become
due and payable prior to its scheduled maturity date and this could have a Material
Adverse Effect.
	 
	 	(f)	 	Judgement. Any judgement or decree is entered against the Parent, any
Originator, the Master Servicer or any other AGCO Party which could have a Material
Adverse Effect.
	 
	 	(g)	 	Laws. The Master Servicer shall at any time be prohibited by any relevant law
from acting as Master Servicer under the Receivables Servicing Agreement and no
replacement Master Servicer satisfactory to the Agent (acting reasonably) has been
appointed in accordance with the terms of the Receivables Servicing Agreement within 15
Business Days.
	 
	 	(h)	 	Resignation of Master Servicer. The Master Servicer, at any time, voluntarily
resigns from its role as Master Servicer and, at such time, an Affiliate of the Master
Servicer acceptable to the Agent (acting reasonably) has not been appointed as a
replacement Master Servicer.
	 
	 	(i)	 	Enforceability. At any time this Agreement, any Receivables Transfer Agreement
or any other Transaction Document to which any Originator, the Company, the Master
Servicer, the Parent or any other AGCO Party is a party ceases to be the legally valid,
binding or enforceable obligation of such Originator, the Company, the Master Servicer,
the Parent or such other AGCO




21









 






	 	 	 	Party or the sale and transfer, assignment, Subrogation, endorsement or other
transfer of Receivables or Related Assets under a Receivables Transfer Agreement, in
any material number (in relation to the Total Receivables Pool or any other
Receivables Pool) in the reasonable opinion of the Agent, is not or ceases to be
legally valid, binding or enforceable.
	 
	 	(j)	 	Title to Receivables. (i) The Company (or the relevant Originator prior to any
sale and transfer thereof under any Receivables Transfer Agreement) shall cease to have
a fully perfected ownership interest in Purchased Receivables in any material number
(in relation to the Total Receivables Pool or any other Receivables Pool) in the
reasonable opinion of the Agent, or the ability to obtain unilaterally such a fully
perfected ownership interest, free from any Adverse Claim; or (ii) the Agent, on behalf
of the Secured Parties, shall for any reason fail or cease to have a valid and
enforceable first priority perfected security interest ranking ahead of any other
security interest and the interest of any other creditor of the Company and/or the
Originators, in each Purchased Receivable and all of the other Affected Assets, free
and clear of any Adverse Claim; provided that a failure to notarise an Assignment Deed
on a Purchase Date shall constitute a Termination Event only if such Assignment Deed is
not notarised within five Business Days of such Purchase Date;
	 
	 	(k)	 	Pool Triggers. Any of the following shall occur:






	 	(i)	 	the Average Default Ratios shall exceed 2.8% on any Reference
Date; or
	 
	 	(ii)	 	the Average Delinquency Ratio shall exceed 3.8% on any
Reference Date; or
	 
	 	(iii)	 	the Average Dilution Ratio shall exceed 9% on any Reference
Date;






	 	(l)	 	Ownership of Company. The Parent shall cease to own, directly or indirectly,
free and clear of any Adverse Claim and on a fully diluted basis, 100% of the
outstanding shares of voting stock of the Company.
	 
	 	(m)	 	Material Adverse Effect. A Material Adverse Effect shall have occurred.
	 
	 	(n)	 	Taxes. Any of the following shall occur:






	 	(i)	 	the CP Lender has not filed its application to receive payments
of interest free of withholding of tax under the US/UK Double Taxation
Convention (“treaty clearance”) within one month of the Closing Date;
	 
	 	(ii)	 	a tax authority notifies the Company or the CP Lender in
writing that it will not give treaty clearance and the Company is obliged to
make a payment under Clause 7.3(a) (Taxes) of this Agreement;
	 
	 	(iii)	 	within 11 months of the Closing Date, the tax authority has
not confirmed whether or not it will give treaty clearance;




22









 






	 	(iv)	 	an AGCO Party is obliged under any of the Transaction Documents
other than this Agreement to withhold tax and gross up in relation to any
payment made to another party;
	 
	 	(v)	 	the Company or any AGCO Party is obliged to indemnify the CP
Lender or any other party against Taxes under the indemnities contained in this
Agreement or in any of the Transaction Documents; or
	 
	 	(vi)	 	solely due to a change of Law or any amendment or change in the
administration, interpretation or application of any existing or future Law
coming into effect after the Closing Date:






	 	(A)	 	the Company is not entitled to obtain a
deduction for corporation tax purposes for the Yield payable to the CP
Lender under this Agreement; or
	 
	 	(B)	 	the Company or any Originator is liable to a
materially increased tax cost which it would not otherwise have had to
bear.






	6.2	 	Remedies






	 	(a)	 	Upon the occurrence and during the continuation of any Termination Event other
than Termination Events of the types referred to in Clause 6.2(b), the Agent may, and
at the direction of the CP Lender (and/or, in the case of a Termination Event of a type
described at Clause 6.1(n), at the direction of the Company) the Agent shall, by notice
to the Company (or, in the case of a direction given by the Company in relation to
Clause 6.1(n), by notice to the CP Lender) with a copy to the Master Servicer, do any
of the following:






	 	(i)	 	declare the Termination Date to have occurred, and upon such
declaration the Termination Date shall occur and no further Advances may be
made hereunder;
	 
	 	(ii)	 	declare the principal amount of the Advances, together with
interest thereon and all other Aggregate Unpaids, to be immediately due and
payable, and upon such declaration all such amounts shall become and be
immediately due and payable;






	 	 	 	in each case, without any further notice, demand or other further action of any
kind, all of which the Company hereby irrevocably waives.
	 
	 	(b)	 	Upon the occurrence and during the continuation of any Termination Event of the
type described in Clauses 6.1(a), 6.1(d), 6.1(g), 6.1(h), 6.1(i) or 6.1(j):






	 	(i)	 	the Termination Date shall occur; and
	 
	 	(ii)	 	all Advances, together with interest accrued thereon and all
other Aggregate Unpaids, shall become and be immediately due and payable,





23









 






	 	 	 	in each case, immediately and automatically without any notice, demand or other
action of any kind, all of which the Company hereby irrevocably waives.
	 
	 	(c)	 	Upon the declaration or the occurrence of the Termination Date under this
Clause 6:






	 	(i)	 	the Agent shall be entitled to:






	 	(A)	 	deliver Obligor Notifications to any Obligor or
such other notifications to Obligors as the Agent may deem necessary
from time to time;
	 
	 	(B)	 	exercise its rights under any Powers of
Attorney;
	 
	 	(C)	 	appoint a replacement Master Servicer pursuant
to Section 2.1 (Appointment of Master Servicer) of the Receivables
Servicing Agreement; and/or






	 	(ii)	 	each AGCO Party shall from time to time, at its expense,
promptly execute and deliver all instruments and documents, provide all
information and take all actions, that may be necessary, or that the Agent may
reasonably request to enable the Agent and the Company to protect, more fully
evidence or exercise and enforce the ownership interests of the Company in the
Purchased Receivables and Related Assets and the security interest of the Agent
(on behalf of the Secured Parties) in the Purchased Receivables and other
Security Assets.






	 	(d)	 	The Agent may, and at the direction of the CP Lender the Agent shall, enforce
its security interests in the Security Assets pursuant to the Security Documents and
exercise, on behalf of the Agent and the Secured Parties, any and all other rights and
remedies of the Agent and the Secured Parties under this Agreement, the Security
Documents and the other Transaction Documents.
	 
	 	(e)	 	The Agent shall have and may exercise, in addition to its rights and remedies
under this Agreement and the other Transaction Documents, any and all other rights and
remedies provided under the Laws of each applicable jurisdiction and other applicable
Laws, all of which rights and remedies shall be cumulative.






	7.	 	INDEMNIFICATION; EXPENSES; RELATED MATTERS
	 
	7.1	 	Indemnities by the Company
	 
	 	 	Without limiting any other rights which the Indemnified Parties may have hereunder, under
any other Transaction Document or under applicable Law, the Company hereby agrees to
indemnify the CP Lender, the Liquidity Lenders, the Agent, the Administrator, the other
Program Support Providers and their respective officers, directors, employees, counsel and
other agents (collectively, “Indemnified Parties”) from and against any and all damages,
losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which
such attorneys may be employees of the Indemnified Parties, as applicable) and disbursements
(all of the foregoing being




24









 






	 	 	collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of
them in any action or proceeding between the Company, any AGCO Party (including any
Originator or any Affiliate of any Originator acting as Master Servicer or Sub-Servicer) or
any Affiliate of the foregoing and any of the Indemnified Parties or between any of the
Indemnified Parties and any third party or otherwise arising out of or as a result of this
Agreement, the other Transaction Documents, the provision of the Commitments or the making
of Advances or any of the other transactions contemplated hereby or thereby, excluding,
however (i) Indemnified Amounts to the extent resulting from gross negligence or wilful
misconduct on the part of such Indemnified Party, as finally determined by a court of
competent jurisdiction, or (ii) recourse (except as otherwise specifically provided in this
Agreement) for Purchased Receivables which are uncollectible. Without limiting the
generality of the foregoing (and subject to Clauses 7.1(i) and 7.1(ii)), the Company shall
indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:






	 	(a)	 	any representation or warranty made by the Company, the Master Servicer or any
other AGCO Party or any officers of the Company, the Master Servicer or any other AGCO
Party under or in connection with this Agreement, any Receivables Transfer Agreement,
any of the other Transaction Documents, any Master Servicer Report or any other
information or report delivered by the Company, the Master Servicer or any other AGCO
Party pursuant hereto, or pursuant to any of the other Transaction Documents which
shall have been incomplete, false or incorrect in any respect when made or deemed made;
	 
	 	(b)	 	the failure by the Company, the Master Servicer or any other AGCO Party to
comply with any applicable Law with respect to any Purchased Receivable or any Contract
related thereto including any disclosure of or other action or omission relating to
information relating to any Obligor by the Master Servicer or any AGCO Party or the
nonconformity of any Purchased Receivable or any Contract related thereto with any such
applicable Law;
	 
	 	(c)	 	(i) the failure for any reason (A) to vest and maintain (or cause to be vested
and maintained) in the Company a valid and enforceable perfected ownership interest in
each Purchased Receivable and all of the Related Assets free and clear of any Adverse
Claim (other than any Adverse Claim arising hereunder or under the other Transaction
Documents) and the interest of any other creditor of the Company and the Originators,
or (B) to vest and maintain in the Agent, on behalf of the Secured Parties, a valid and
enforceable perfected security interest ranking ahead of any other security interest
and the interest of any other creditor of the Company and the Originators, in each
Purchased Receivable and all of the other Affected Assets, free and clear of any
Adverse Claim (other than any Adverse Claim arising hereunder or under any other
Transaction Document), or (ii) the creation of any Adverse Claim in favour of any
Person with respect to the Purchased Receivables or any of the other Affected Assets;
	 
	 	(d)	 	the occurrence of any Termination Event;
	 
	 	(e)	 	any dispute, claim, offset or defense (other than discharge in bankruptcy) of
any Obligor to the payment of any Purchased Receivable (including a defense based on
such Purchased Receivable or any Contract related thereto not being




25









 






	 	 	 	the legal, valid and binding obligation of such Obligor enforceable against it in
accordance with its terms), or any other claim resulting from the sale of
merchandise or services related to such Purchased Receivable or the furnishing or
failure to furnish such merchandise or services, or from any breach or alleged
breach of any provision of the Purchased Receivables or any Contracts related
thereto restricting assignment of any Purchased Receivables;
	 
	 	(f)	 	any failure of the Master Servicer to perform its duties or obligations in
accordance with the Receivables Servicing Agreement;
	 
	 	(g)	 	any product liability claim or personal injury or property damage suit or other
similar or related claim or action of whatever sort arising out of or in connection
with merchandise or services which are the subject of any Purchased Receivable;
	 
	 	(h)	 	any lawsuit, order, consent decree, judgment, claim or other action of whatever
sort relating to, or otherwise in connection with, any environmental, health, safety or
hazardous material law, rule, regulation, ordinance, code, policy or rule of common law
now or hereinafter in effect;
	 
	 	(i)	 	the failure by the Company or any AGCO Party to comply with any term, provision
or covenant contained in this Agreement or any of the other Transaction Documents to
which it is a party or to perform any of its respective duties or obligations under the
Purchased Receivables or any Contracts related thereto;
	 
	 	(j)	 	on any Settlement Date, the sum of the Net Funding Advances and the Net
Liquidity Advances exceeding the Borrowing Base as determined as of the last day of the
immediately preceding Reporting Period;
	 
	 	(k)	 	the failure of the Company, the Master Servicer or any other AGCO Party to pay
when due any Taxes (other than Excluded Taxes) payable in connection with the sale of
any of the Receivables;
	 
	 	(l)	 	any repayment by any Indemnified Party of any amount previously distributed in
reduction of Net Funding Advances which such Indemnified Party believes in good faith
is required to be made;
	 
	 	(m)	 	at any time when AGCO Limited or any Affiliate of AGCO Limited is the Master
Servicer, or when any Originator or any Affiliate of an Originator is the Sub-Servicer,
the commingling by the Company or any AGCO Party of Collections of Purchased
Receivables with any other funds;
	 
	 	(n)	 	any investigation, litigation or proceeding related to this Agreement or any of
the other Transaction Documents;
	 
	 	(o)	 	any inability to obtain any judgment in or utilise the court or other
adjudication system of, any state or country in which an Obligor may be located as a
result of the failure of the Company or any AGCO Party to qualify to do business or
file any notice of business activity report or any similar report;




26









 






	 	(p)	 	except for recourse (other than as otherwise specifically provided in the
Transaction Documents) for Purchased Receivables which are uncollectible, any attempt
by any Person to void, rescind or set-aside any transfer by any Originator to the
Company of any Purchased Receivable or any other Affected Asset under statutory
provisions or common law or equitable action, including any provision of any Insolvency
Law;
	 
	 	(q)	 	any action taken by the Company, the Master Servicer or any Sub-Servicer in the
enforcement or collection of any Purchased Receivable; or
	 
	 	(r)	 	any and all amounts paid or payable by the CP Lender pursuant to Clause 7
(Indemnification; Expenses; Related Matters) and 9.13 (Mitigation) of the Liquidity
Agreement.






	7.2	 	Indemnity for Taxes, reserves and expenses






	 	(a)	 	If after the Closing Date, the adoption of any Law or bank regulatory guideline
or any amendment or change in the administration, interpretation or application of any
existing or future Law or bank regulatory guideline by any Official Body charged with
the administration, interpretation or application thereof, or the compliance with any
directive of any Official Body (in the case of any bank regulatory guideline, whether
or not having the force of Law):






	 	(i)	 	subjects any Indemnified Party (or its applicable lending
office) to any Taxes (other than Excluded Taxes) with respect to this
Agreement, the other Transaction Documents, the financing of the Asset
Interest, any of the transactions contemplated hereby or thereby or payments of
amounts due hereunder, or changes the basis of taxation of payments to any
Indemnified Party of amounts payable in respect of this Agreement, the other
Transaction Documents, the financing of the Asset Interest, any of the
transactions contemplated hereby or thereby or payments of amounts due
hereunder or its obligation to advance funds hereunder, under a Program Support
Agreement or the credit or liquidity support furnished by a Program Support
Provider or otherwise in respect of this Agreement, the other Transaction
Documents, the financing of the Asset Interest or any transactions contemplated
hereby or thereby (except for changes in the rate of general corporate,
franchise, net income or other income tax imposed on such Indemnified Party by
the jurisdiction in which such Indemnified Party’s principal executive office
is located);
	 
	 	(ii)	 	imposes, modifies or deems applicable any reserve, special
deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Indemnified Party, or imposes on any
Indemnified Party or on the United States market for certificates of deposit,
the London interbank market or any other market in which funds are normally
raised or deposited any other condition affecting this Agreement, the other
Transaction Documents, the financing of the Asset Interest, any of the
transactions contemplated hereby or thereby or payments of amounts due
hereunder or its obligation to advance funds hereunder, under a Program Support
Agreement or the credit or




27









 






	 	 	 	liquidity support provided by a Program Support Provider or otherwise in
respect of this Agreement, the other Transaction Documents, the financing of
the Asset Interest, any of the transactions contemplated hereby or thereby;
or
	 
	 	(iii)	 	imposes upon any Indemnified Party any other condition or
expense (including any loss of margin, reasonable attorneys’ fees and expenses,
and expenses of litigation or preparation therefor in contesting any of the
foregoing) with respect to this Agreement, the other Transaction Documents, the
financing of the Asset Interest, any of the transactions contemplated hereby or
thereby or payments of amounts due hereunder or its obligation to advance funds
hereunder under a Program Support Agreement or the credit or liquidity support
furnished by a Program Support Provider or otherwise in respect of this
Agreement, the other Transaction Documents, the ownership, maintenance or
financing of the Asset Interests,






	 	 	 	and the result of any of the foregoing is to increase the cost to or to reduce the
amount of any sum received or receivable by such Indemnified Party with respect to
this Agreement, the other Transaction Documents, the financing of the Asset
Interest, the Purchased Receivables, the obligations hereunder, the funding of any
purchases hereunder or a Program Support Agreement, by an amount deemed by such
Indemnified Party to be material, or to in any way restrict the free transferability
or convertibility of any currency, or restrict the consummation of any spot,
forward, hedging or other transaction involving such currency, then within 10 days
after demand by such Indemnified Party through the Agent, the Company shall pay to
the Agent, for the benefit of such Indemnified Party, such additional amount or
amounts as will compensate such Indemnified Party for such increased cost or
reduction.
	 
	 	(b)	 	If any Indemnified Party shall have determined that after the date hereof, the
adoption of any applicable Law or bank regulatory guideline regarding capital adequacy,
or any change therein, or any change in the interpretation or administration thereof by
any Official Body, or any request or directive regarding capital adequacy (in the case
of any bank regulatory guideline, whether or not having the force of law) of any such
Official Body, has or would have the effect of reducing the rate of return on capital
of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s
obligations hereunder or with respect hereto to a level below that which such
Indemnified Party (or its parent) could have achieved but for such adoption, change,
request or directive (taking into consideration its policies with respect to capital
adequacy) by an amount deemed by such Indemnified Party to be material, then from time
to time, within 10 days after demand by such Indemnified Party through the Agent, the
Company shall pay to the Agent, for the benefit of such Indemnified Party, such
additional amount or amounts as will compensate such Indemnified Party (or its parent)
for such reduction. For the avoidance of doubt, any rule, regulation or interpretation
issued by any financial accounting standards board shall constitute an adoption,
change, request or directive subject to this Clause 7.2(b).




28









 






	 	(c)	 	The Agent shall promptly notify the Company of any event of which it has
knowledge, occurring after the date hereof, which will entitle an Indemnified Party to
compensation pursuant to this Clause 7.2; provided that no failure to give or any delay
in giving such notice shall affect the Indemnified Party’s right to receive such
compensation. A notice by the Agent or the applicable Indemnified Party claiming
compensation under this Clause and setting forth the additional amount or amounts to be
paid to it hereunder shall be conclusive in the absence of manifest error. In
determining such amount, the Agent or any applicable Indemnified Party may use any
reasonable averaging and attributing methods.
	 
	 	(d)	 	Anything in this Clause 7.2 to the contrary notwithstanding, if the CP Lender
enters into agreements for the acquisition of interests in receivables from one or more
Other SPVs, the CP Lender shall allocate the liability for any amounts under this
Clause 7.2 which are in connection with a Program Support Agreement or the credit or
liquidity support provided by a Program Support Provider (“Additional Costs”) to the
Company and each Other SPV; provided that if such Additional Costs are attributable to
the Company or any AGCO Party and not attributable to any Other SPV, the Company shall
be solely liable for such Additional Costs or if such Additional Costs are attributable
to Other SPVs and not attributable to the Company or any AGCO Party, such Other SPVs
shall be solely liable for such Additional Costs.






	7.3	 	Taxes






	 	(a)	 	All payments and distributions made hereunder by the Company to the CP Lender,
the Agent or any other Person to whom a payment is owing by the Company pursuant to the
Transaction Documents (each, a “recipient”) (all of the foregoing “covered payments”)
shall be made free and clear of and without deduction of any Taxes, (other than
Excluded Taxes) except to the extent required by applicable Law. In the event that any
withholding or deduction from any covered payment is required in respect of any Taxes,
then the Company shall:






	 	(i)	 	promptly upon becoming aware that it must make a deduction or
withholding (or that there is any change in the rate or the basis of such
deduction or withholding) notify the CP Lender accordingly. Similarly the CP
Lender shall notify the Company on becoming so aware in respect of a covered
payment;
	 
	 	(ii)	 	withhold or deduct the required amount from such payment;
	 
	 	(iii)	 	pay (or procure the payment of) directly to the relevant
authority the full amount required to be so withheld or deducted;
	 
	 	(iv)	 	within 30 days of making such payment in (iii) above, forward
to such recipient an official receipt or other documentation satisfactory to
such recipient evidencing such payment to such authority; and
	 
	 	(v)	 	except in the case of Excluded Taxes, pay (or procure the
payment of) to the recipient such additional amount or amounts as is necessary
to




29









 






	 	 	 	ensure that the net amount actually received by the recipient will equal the
full amount such recipient would have received had no such withholding or
deduction been required.






	 	(b)	 	The recipient and the Company shall co-operate in completing any procedural
formalities necessary for the Company to obtain authorisation under an applicable
treaty to make a payment without a (or with a lower rate of) withholding or deduction
and the recipient shall notify the Company promptly in writing if it ceases to be
entitled to an exemption from withholding or deduction under that treaty.
	 
	 	(c)	 	Moreover, if any Taxes (other than Excluded Taxes) are directly asserted
against any recipient with respect to any payment or income earned or received by such
recipient hereunder or under any other Transaction Document, the Company will promptly
pay such additional amounts (including any penalties, interest or expenses) as shall be
necessary in order that the net amounts received and retained by the recipient after
the payment of such Taxes (including any Taxes on such additional amount) shall equal
the amount such recipient would have received had such Taxes not been asserted.
	 
	 	(d)	 	No recipient shall be entitled to be indemnified under any other indemnity
contained in any other Transaction Document in respect of Taxes directly asserted
against the recipient in the circumstances described in Clause 7.3(c) if such recipient
has already been indemnified by the Company under Clause 7.3(c).
	 
	 	(e)	 	If the Company fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the recipient the required receipts or other required
documentary evidence, the Company shall indemnify the recipient for any incremental
Taxes that may become payable by any recipient as a result of any such failure except
that such indemnity shall not apply to the extent that it can be shown that (i) such
recipient failed to provide reasonable written notice to the Company of such Taxes (the
amount of which the Company could not otherwise have reasonably known would have
arisen) or (ii) the Taxes arose because of delay which was solely caused by actions or
omissions of the recipient.
	 
	 	(f)	 	In the event that the Company pays any additional amount or amounts pursuant to
Clause 7.3(a)(v)(c) or (e) (an “additional tax payment”), and in the event the
recipient thereof determines, acting reasonably, that, as a result of such additional
tax payment, it is effectively entitled to obtain, utilise and retain a refund of any
Taxes or a tax credit in respect of Taxes which reduces the tax liability of such
recipient (a “tax saving”), then such recipient shall, to the extent it can do so
without prejudice to the amount of any other deduction, credit or relief, upon actual
receipt of such tax saving reimburse to the Company such amount as such recipient shall
determine, acting reasonably, to be the proportion of the tax saving as will leave such
recipient (after such reimbursement) in no better or worse position than it would have
been in had the payment by the Company in respect of which the foregoing additional tax
payment was made not been subject to any withholding or deduction on account of Taxes.
If the Company shall have received from any recipient any




30









 






	 	 	 	amount described in the preceding sentence and it is subsequently determined that
such recipient was not entitled to obtain, utilise or retain the amount of the tax
saving claimed, then the Company shall repay such amount to such recipient. Each
recipient shall have sole discretion to arrange its affairs (including its tax
affairs) without regard to this Clause 7.3(f) and no recipient shall be obligated to
disclose any information regarding its affairs (including its tax affairs) or
computations to the Company.
	 
	 	(g)	 	Erasmus undertakes that, on or before the first Settlement Date, it will have:






	 	(i)	 	submitted to the US Internal Revenue Service a valid
application under the US/UK Double Taxation Convention (“treaty clearance
application”);
	 
	 	(ii)	 	submitted a copy of the treaty clearance application to HM
Revenue & Customs; and
	 
	 	(iii)	 	provided the Company or the Company’s legal advisors with a
copy of the documents sent under (i) and (ii) above.






	7.4	 	Other costs and expenses






	 	(a)	 	The Company agrees, upon receipt of a written invoice, to pay or cause to be
paid, and to hold the CP Lender and the Agent harmless against liability for the
payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’
and other third parties’ fees and expenses, any filing fees and expenses incurred by
officers or employees of the CP Lender and/or the Agent) or intangible, documentary or
recording taxes incurred by or on behalf of the CP Lender or the Agent (i) in
connection with the preparation, negotiation, execution and delivery of this Agreement,
the other Transaction Documents and any documents or instruments delivered pursuant
hereto and thereto and the transactions contemplated hereby or thereby (including the
perfection or protection of the Asset Interest), and (ii) from time to time (A)
relating to any amendments, waivers or consents under this Agreement and the other
Transaction Documents, (B) arising in connection with the CP Lender’s or the Agent’s
enforcement or preservation of rights (including the perfection and protection of the
Asset Interest under this Agreement), or (C) arising in connection with any audit,
dispute, disagreement, litigation or preparation for litigation involving this
Agreement or any of the other Transaction Documents (all of such amounts, collectively,
“Transaction Costs”).
	 
	 	(b)	 	The Company hereby agrees to pay on demand all stamp and other Taxes (other
than Excluded Taxes) and fees (including, interest, late payment fees and penalties)
paid, payable or determined to be payable in connection with the execution, delivery,
performance (including any sale of Receivables), filing and recording of the Agreement,
any other Transaction Document or any other instrument, document or agreement filed or
delivered in connection therewith.





31









 






	7.5	 	Breakage costs
	 
	 	 	The Company shall pay the Agent for the account of the CP Lender, on demand, such amount or
amounts as shall compensate the CP Lender for any loss, cost or expense incurred by the CP
Lender (as reasonably determined by the Agent) as a result of any reduction of any Advance
other than on the maturity date of the Commercial Paper (or other financing source) funding
such Advance, such compensation to be (a) limited to an amount equal to any loss or expense
suffered by the CP Lender during the period from the date of receipt of such repayment to
(but excluding) the maturity date of such Commercial Paper (or other financing source) and
(b) net of the income, if any, received by the recipient of such reductions from investing
the proceeds of such reductions of such Advance. The determination by the Agent of the
amount of any such loss or expense shall be set forth in a written notice to the Company in
reasonable detail and shall be conclusive, absent manifest error.
	 
	7.6	 	Currency indemnity
	 
	 	 	If under any applicable law or regulation, or pursuant to a judgment or order being made or
registered against the Company or any AGCO Party, or the liquidation of any of the Company
or any AGCO Party or for any other reason, any payment under or in connection with this
Agreement or any Transaction Document is made (including any payment pursuant to this Clause
7) or fails to be satisfied, in a currency (the “payment currency”) other than the currency
in which such payment is expressed to be due under or in connection with this Agreement or
any Transaction Document or, in the event no currency is specified, a currency determined by
the Person (in its reasonable good faith opinion) to whom such payment is owed or otherwise
payable (the “contractual currency”), then, to the extent that the amount of such payment
actually received by any Indemnified Party (the “payee”) when converted into the contractual
currency at the rate of exchange falls short of such amount due, the Company or relevant
AGCO Party (the “currency payor”) as a separate and independent obligation, shall indemnify
and hold harmless the payee against the amount of such shortfall. For the purposes of this
Clause 7.6, the term “rate of exchange” means the rate at which the payee is able on or
about the date of such payment to purchase, in accordance with its normal practice, the
contractual currency with the payment currency and shall take into account (and the payor
shall be liable for) any premium and other costs of exchange including any taxes or duties
incurred by reason of any such exchange.
	 
	8.	 	THE AGENT
	 
	8.1	 	Appointment and authorisation of Agent
	 
	 	 	The CP Lender hereby irrevocably appoints, designates and authorises the Agent to take such
action on its behalf under the provisions of this Agreement and each other Transaction
Document and to exercise such powers and perform such duties as are expressly delegated to
the Agent by the terms of this Agreement and any other Transaction Document, together with
such other powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary contained elsewhere in this Agreement or in any other Transaction Document, the
Agent shall not have any duties or responsibilities, except those expressly set forth in
this Agreement, nor shall the Agent have or be deemed to have any fiduciary relationship
with the CP Lender, and




32









 






	 	 	no implied covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Transaction Document or otherwise exist against the
Agent. Without limiting the generality of the foregoing sentence, the use of the term
“agent” in this Agreement with reference to the Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead, such term is used merely as a matter of market custom, and is
intended to create or reflect only an administrative relationship between independent
contracting parties.
	 
	8.2	 	Delegation of duties
	 
	 	 	The Agent may execute any of its duties under this Agreement or any other Transaction
Document by or through agents, employees or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact that it
selects with reasonable care.
	 
	8.3	 	Liability of Agent
	 
	 	 	No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by
any of them under or in connection with this Agreement or any other Transaction Document or
the transactions contemplated hereby (except for its own gross negligence or wilful
misconduct), or (b) be responsible in any manner to the CP Lender for any recital,
statement, representation or warranty made by the Company or any AGCO Party, or any officer
thereof, contained in this Agreement or in any other Transaction Document, or in any
certificate, report, statement or other document referred to or provided for in, or received
by the Agent under or in connection with, this Agreement or any other Transaction Document,
or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement
or any other Transaction Document, or for any failure of the Company, any AGCO Party or any
other party to any Transaction Document to perform its obligations hereunder or thereunder.
No Agent-Related Person shall be under any obligation to the CP Lender to ascertain or to
inquire as to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Transaction Document, or to inspect the
properties, books or records of the Company, any AGCO Party or any of their respective
Affiliates.
	 
	8.4	 	Reliance by Agent






	 	(a)	 	The Agent shall be entitled to rely, and shall be fully protected in relying,
upon any writing, resolution, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed, sent or
made by or on behalf of the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to the Company or any AGCO Party), independent
accountants and other experts selected by the Agent. The Agent shall be fully justified
in failing or refusing to take any action under this Agreement or any other Transaction
Document unless it shall first receive such advice or concurrence of the CP Lender as
it deems appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the CP Lender against any and all liability and expense which may be




33









 






	 	 	 	incurred by it by reason of taking or continuing to take any such action. The Agent
shall in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Transaction Document in accordance with a request or
consent of the CP Lender and such request and any action taken or failure to act
pursuant thereto shall be binding upon the CP Lender.
	 
	 	(b)	 	For purposes of determining compliance with the conditions specified in Clause
3 (Conditions precedent) on the Closing Date or the date of any Advance, the CP Lender
shall be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter either sent by the Agent to the CP Lender for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to or
approved by or acceptable or satisfactory to the CP Lender.






	8.5	 	Notice of Default
	 
	 	 	The Agent shall not be deemed to have knowledge or notice of the occurrence of a Potential
Termination Event or a Termination Event, unless the Agent has received written notice from
the CP Lender or the Company describing such Potential Termination Event or Termination
Event and stating that such notice is a “Notice of Termination Event or Potential
Termination Event”. The Agent will notify the CP Lender of its receipt of any such notice.
The Agent shall (subject to Clause 8.4 (Reliance by Agent)) take such action with respect to
such Potential Termination Event or Termination Event as may be requested by the CP Lender;
provided that, unless and until the Agent shall have received any such request, the Agent
may (but shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Potential Termination Event or Termination Event as it shall deem
advisable or in the best interest of the CP Lender.
	 
	8.6	 	Credit decision; disclosure of information by the Agent
	 
	 	 	The CP Lender acknowledges that none of the Agent-Related Persons has made any
representation or warranty to it, and that no act by the Agent hereinafter taken, including
any consent to and acceptance of any assignment or review of the affairs of the Company, any
AGCO Party or any of their respective Affiliates, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to the CP Lender as to any matter,
including whether the Agent-Related Persons have disclosed material information in their
possession. The CP Lender represents to the Agent that it has, independently and without
reliance upon any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the business,
prospects, operations, property, financial and other condition and creditworthiness of the
Company, each AGCO Party and their respective Affiliates, and all applicable bank regulatory
laws relating to the transactions contemplated hereby, and made its own decision to enter
into this Agreement and to extend credit to the Company hereunder. The CP Lender also
represents that it shall, independently and without reliance upon any Agent-Related Person
and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Transaction Documents, and to make such
investigations as it deems necessary to inform itself as to the business,




34









 






	 	 	prospects, operations, property, financial and other condition and creditworthiness of the
Company and the AGCO Parties. Except for notices, reports and other documents expressly
herein required to be furnished or made available to the CP Lender by the Agent herein, the
Agent shall not have any duty or responsibility to provide the CP Lender with any credit or
other information concerning the business, prospects, operations, property, financial and
other condition or creditworthiness of the Company, any AGCO Party or their respective
Affiliates which may come into the possession of any of the Agent-Related Persons.
	 
	8.7	 	Agent in individual capacity
	 
	 	 	Rabobank (and each successor acting as Agent) and its Affiliates may make loans to, issue
letters of credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting or other
business with any of the Company, the Master Servicer, any AGCO Party or any of their
Subsidiaries or Affiliates as though Rabobank were not the Agent hereunder and without
notice to or consent of the CP Lender. The CP Lender acknowledges that, pursuant to such
activities, Rabobank and its Affiliates may receive information regarding the Company, the
AGCO Parties and their respective Affiliates (including information that may be subject to
confidentiality obligations in favour of such Person) and acknowledge that the Agent shall
be under no obligation to provide such information to it.
	 
	8.8	 	Resignation of Agent
	 
	 	 	The Agent may resign as Agent upon 30 days’ notice to the CP Lender. If the Agent resigns
under this Agreement, the CP Lender shall, with the prior written consent of the Majority
Lenders, appoint from among the Liquidity Lenders a successor agent for the CP Lender. If
no successor agent is appointed prior to the effective date of the resignation of the Agent,
the Agent may appoint, after consulting with the CP Lender, a successor agent from among the
Liquidity Lenders. Upon the acceptance of its appointment as successor agent hereunder,
such successor agent shall succeed to all the rights, powers and duties of the retiring
Agent and the term “Agent” shall mean such successor agent and the retiring Agent’s
appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s
resignation hereunder as Agent, the provisions of this Clause 8.8 and Clause 8.3 (Liability
by Agent) shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Agent under this Agreement. If no successor agent has accepted appointment
as Agent by the date which is 30 days following a retiring Agent’s notice of resignation,
the retiring Agent’s resignation shall nevertheless thereupon become effective and the
Administrator shall perform all of the duties of the Agent hereunder until such time, if
any, as the CP Lender appoints a successor agent as provided for above. It is understood
and agreed that any resignation of the Agent pursuant to this Clause 8.8 shall apply to all
of such Agent’s rights, duties and obligations in its capacity as Agent and that under no
circumstances may the Agent resign with respect to only a portion of such rights, duties and
obligations, including with respect to any Advance.




35









 






	9.	 	MISCELLANEOUS
	 
	9.1	 	Term of Agreement
	 
	 	 	This Agreement shall terminate on the Final Payout Date; provided that (a) the rights and
remedies of the Agent, the CP Lender and the Administrator with respect to any
representation and warranty made or deemed to be made by the Company pursuant to this
Agreement, (b) the indemnification and payment provisions of Clause 7 (Indemnification;
expenses; related matters), and (c) the agreements set forth in Clauses 9.9 (Consent to
disclosure), 9.10 (Confidentiality), 9.11 (No petition) and 9.12 (No recourse) shall be
continuing and shall survive any termination of this Agreement.
	 
	9.2	 	Waivers; amendments






	 	(a)	 	No failure or delay on the part of the Agent, the CP Lender or the
Administrator in exercising any power, right or remedy under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any such
power, right or remedy preclude any other further exercise thereof or the exercise of
any other power, right or remedy. The rights and remedies herein provided shall be
cumulative and nonexclusive of any rights or remedies provided by law.
	 
	 	(b)	 	Any provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Company and the CP Lender (and,
if Clause 8 (The Agent) or the rights or duties of the Agent are affected thereby, by
the Agent).






	9.3	 	Notices; payment information
	 
	 	 	All communications and notices provided for hereunder shall be provided in the manner
described in Clause 4 (Communications) of the Schedule of Definitions.
	 
	9.4	 	Governing law; submission to jurisdiction; appointment of process agent






	 	(a)	 	This Agreement and, to the extent incorporated into, applied to or deemed
repeated in this Agreement, the Schedule of Definitions shall be governed by and
construed in accordance with English law.
	 
	 	(b)	 	Each of the Company and the CP Lender agrees that the courts of England shall
have jurisdiction to hear and determine any suit, action or proceeding, and to settle
any dispute, which may arise out of or in connection with this Agreement, any other
Transaction Document or the transactions contemplated hereby or thereby and, for such
purposes, irrevocably submits to the non-exclusive jurisdiction of such courts.
	 
	 	(c)	 	Each of the Company and the CP Lender for itself irrevocably waives any
objection which it might now or hereafter have to the courts referred to in clause (b)
being nominated as the forum to hear and determine any suit, action or proceeding, and
to settle any dispute, which may arise out of or in connection with this Agreement, any
other Transaction Document or the




36









 






	 	 	 	transactions contemplated hereby or thereby and agrees not to claim that any such
court is not a convenient or appropriate forum.
	 
	 	(d)	 	The CP Lender agrees that the process by which any suit, action or proceeding
is begun may be served on it by being delivered in connection with any suit, action or
proceeding in England to an English process agent to be appointed by the CP Lender upon
request by any party hereunder.
	 
	 	(e)	 	The submission to the jurisdiction of the courts referred to in clause (b)
shall not (and shall not be construed so as to) limit the right of the Agent to take
proceedings against the Company or the CP Lender or any of its respective property in
any other court of competent jurisdiction nor shall the taking of proceedings in any
other jurisdiction preclude the taking of proceedings in any other jurisdiction,
whether concurrently or not.
	 
	 	(f)	 	Each of the Company and the CP Lender hereby consents generally in respect of
any legal action or proceeding arising out of or in connection with this Agreement, any
other Transaction Document or the transactions contemplated hereby or thereby, to the
giving of any relief or the issue of any process in connection with such action or
proceeding including the making, enforcement or execution against any property
whatsoever (irrespective of its use or intended use) of any order or judgment which may
be made or given in such action or proceeding. Without limiting the foregoing, each of
the Company and the CP Lender agrees to reimburse any successful claimant the costs of
any legal action or proceeding brought against it pursuant to this Clause 9.4,
including the cost of all stamp duties (if any) payable in connection therewith.






	9.5	 	Integration
	 
	 	 	This Agreement contains the final and complete integration of all prior expressions by the
parties hereto with respect to the subject matter hereof and shall constitute the entire
Agreement among the parties hereto with respect to the subject matter hereof superseding all
prior oral or written understandings.
	 
	9.6	 	Severability and partial invalidity






	 	(a)	 	Any term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction.
	 
	 	(b)	 	If a court of competent jurisdiction determines that any term or provision of
this Agreement as written is invalid or unenforceable, the parties agree that the court
making the determination of invalidity or unenforceability shall reduce the scope,
duration, or area of the term or provision, delete specific words or phrases, or
replace any invalid or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the invalid
or unenforceable term or provision, and this Agreement shall be enforceable as so
modified after the expiration of the time within which the court’s judgment may be
appealed.




37









 












	9.7	 	Counterparts; facsimile delivery
	 
	 	 	This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same Agreement. Delivery
by facsimile of an executed signature page of this Agreement shall be effective as delivery
of an executed counterpart hereof.
	 
	9.8	 	Successors and assigns; binding effect






	 	(a)	 	This Agreement shall be binding on the parties hereto and their respective
successors and assigns; provided that the Company may not assign any of its rights or
delegate any of its duties hereunder or under any of the other Transaction Documents to
which it is a party without the prior written consent of the Agent, such consent not to
be unreasonably withheld. Except as provided in this Clause 9.8, no provision of this
Agreement shall in any manner restrict the ability of the CP Lender to assign,
participate, grant security interests in, or otherwise transfer any portion of, the
Advances, Asset Interest or its other rights and interests under this Agreement and the
other Transaction Documents.
	 
	 	(b)	 	The CP Lender may, from time to time, with prior or concurrent notice to the
Company and the Master Servicer, in one transaction or a series of transactions,
transfer all or a portion of the Net Funding Advances and its rights and obligations
under this Agreement and any other Transaction Documents to which it is a party to a
Conduit Assignee. Upon and to the extent of such transfer by the CP Lender to a
Conduit Assignee, (i) such Conduit Assignee shall be the owner of the transferred
portion of the Net Funding Advances, (ii) the related administrator for such Conduit
Assignee will act as the Administrator for such Conduit Assignee, with all
corresponding rights and powers, express or implied, granted to the Administrator
hereunder or under the other Transaction Documents, (iii) such Conduit Assignee and its
liquidity support provider(s) and credit support provider(s) and other related parties
shall have the benefit of all the rights and protections provided to the CP Lender and
its Program Support Provider(s) herein and in the other Transaction Documents
(including any limitation on recourse against such Conduit Assignee or related parties,
any agreement not to file or join in the filing of a petition to commence an insolvency
proceeding against such Conduit Assignee, and the right to transfer to another Conduit
Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all
(or the transferred or assumed portion) of the CP Lender’s obligations, if any,
hereunder or any other Transaction Document, and the CP Lender shall be released from
such obligations, in each case to the extent of such transfer, and the obligations of
the CP Lender and such Conduit Assignee shall be several and not joint, (v) all
distributions in respect of the Net Funding Advances shall be made to the applicable
agent or Administrator, as applicable, on behalf of the CP Lender and such Conduit
Assignee on a pro rata basis according to their respective interests, (vi) the
definition of the term “CP Rate” with respect to the portion of the Net Funding
Advances funded with commercial paper issued by the CP Lender from time to time shall
be determined in the manner set forth in the definition of “CP Rate” applicable to




38









 






	 	 	 	the CP Lender on the basis of the interest rate or discount applicable to commercial
paper issued by such Conduit Assignee (rather than the CP Lender), (vii) the defined
terms and other terms and provisions of this Agreement and the other Transaction
Documents shall be interpreted in accordance with the foregoing, and (viii) if
requested by the Agent or Administrator with respect to the Conduit Assignee, the
parties will execute and deliver such further agreements and documents and take such
other actions as the Agent or such Administrator may reasonably request to evidence
and give effect to the foregoing.
	 
	 	(c)	 	Each of the other parties hereby (i) agrees and consents to the transfer by the
CP Lender from time to time of all or any part of its rights under, interest in and
title to this Agreement and the Asset Interest to any Program Support Provider, and
(ii) consents to and acknowledges the collateral transfer by the CP Lender of all of
its rights under, interest in and title to this Agreement and the Asset Interest to the
Agent.
	 
	 	(d)	 	If:






	 	(i)	 	the CP Lender makes an assignment in accordance with Clause 9.8
to another person (a “new recipient”); and
	 
	 	(ii)	 	as a result of circumstances existing at the date on which the
assignment occurs, the Company would be obliged to make a payment to the new
recipient under Clauses 7.2 (Indemnity for Taxes, reserves and expenses) or
Clause 7.3 (Taxes),






	 	 	 	then the new recipient is only entitled to receive payment under Clause 7.2
(Indemnity for Taxes, reserves and expenses) or Clause 7.3 (Taxes) to the same
extent as the CP Lender would have been if the assignment had not occurred.






	9.9	 	Consent to disclosure
	 
	 	 	The Company hereby consents to the disclosure of any non-public information with respect to
it received by the Agent, the Administrator or any Lender to any other Lender or potential
Lender, any Participant or potential Participant, the Agent, any nationally recognised
statistical rating organisation rating the CP Lender’s Commercial Paper, any dealer or
placement agent of or depositary for the CP Lender’s Commercial Paper, the Administrator,
any Program Support Provider or any of such Person’s counsel or accountants in relation to
this Agreement or any other Transaction Document.
	 
	9.10	 	Confidentiality






	 	(a)	 	The Company hereby agrees that it will not disclose the contents of this
Agreement or any other Transaction Document or any other proprietary or confidential
information of or with respect to the CP Lender, the Agent, the Administrator, any
Participant or any other Program Support Provider to any other Person except (i) its
auditors and attorneys, employees or financial advisors (other than any commercial
bank) and any nationally recognised




39









 






	 	 	 	statistical rating organisation, provided such auditors, attorneys, employees,
financial advisors or rating agencies are informed of the highly confidential nature
of such information, (ii) an alternative commercial source of financing in
connection with a potential refinancing of the Advances in the event that any
Liquidity Bank shall have refused to extend the Commitment Termination Date pursuant
to Clause 2.11 of the Liquidity Agreement, or (iii) as otherwise required by
applicable Law, by any order of a court of competent jurisdiction or by any
governmental, taxation or regulatory authority.
	 
	 	(b)	 	Subject to Clause 9.9 (Consent to dislosure), each of the Agent, the
Administrator and the CP Lender hereby agrees that it will not disclose this Agreement
or any other Transaction Document or the terms thereof or any confidential information
of or with respect to the Company to any other Person except as otherwise required by
applicable Law or order of a court of competent jurisdiction.






	9.11	 	No petition






	 	(a)	 	Each of the parties hereby covenants and agrees that, prior to the date which
is one year and one day after the payment in full of all outstanding Commercial Paper
or other rated indebtedness of the CP Lender, it will not institute against, or join
any other Person in instituting against, the CP Lender any proceeding of a type
referred to in the definition of Insolvency Event.
	 
	 	(b)	 	Each of the parties hereby covenants and agrees, without prejudice to any other
actions such party is permitted to take against the Company to enforce its rights, that
prior to the date which is two years and one day after the Final Payout Date, it will
not institute against, or join any other Person in instituting against, the Company any
proceeding of a type referred to in the definition of Insolvency Event.






	9.12	 	No recourse






	 	(a)	 	Notwithstanding anything to the contrary contained in this Agreement, the
obligations of the CP Lender under this Agreement and all other Transaction Documents
to which it is a party are solely the corporate obligations of the CP Lender and shall
be payable solely to the extent of funds received from the Company in accordance
herewith or from any party to any Transaction Document in accordance with the terms
thereof in excess of funds necessary to pay matured and maturing Commercial Paper.
	 
	 	(b)	 	Notwithstanding anything to the contrary contained in this Agreement but
subject to Clause 2.5(c), the obligations of the Company under this Agreement and all
other Transaction Documents to which it is a party are solely the corporate obligations
of the Company and shall be payable solely to the extent of funds received by the
Company and available for application thereto in accordance with the terms of the
Receivables Servicing Agreement and the other Transaction Documents.




40









 












	9.13	 	Mitigation






	 	(a)	 	The CP Lender shall, in consultation with the Company, take all reasonable
steps to mitigate any circumstances which arise and which would result in any amount
becoming payable under or pursuant to Clause 7.2 (Indemnity for Taxes, reserves and
expenses) or Clause 7.3 (Taxes) including (but not limited to) transferring its rights
and obligations under the Transaction Documents to a Conduit Assignee.
	 
	 	(b)	 	The taking of any action by the CP Lender under Clause 9.13(a) above shall be
subject to the following conditions:






	 	(i)	 	the Company shall indemnify the CP Lender against any
reasonable costs incurred by the CP Lender in taking any mitigating action; and
	 
	 	(ii)	 	the CP Lender shall not be obliged to take any action under
Clause 9.13(a) which in its reasonable opinion would be materially prejudicial
to it.






	9.14	 	Contracts (Rights of Third Parties) Act (1999)
	 
	 	 	Except in respect of the Secured Parties not party hereto, which Persons (including, for the
avoidance of doubt, their respective successors and permitted assigns) are intended to have
the benefit of this Agreement pursuant to the Contracts (Rights of Third Parties) Act
(1999), the parties hereto do not intend any term of this Agreement to be enforceable
pursuant to the Contracts (Rights of Third Parties) Act (1999).
	 
	 	 	EXECUTION
	 
	 	 	The parties hereto have shown their acceptance of the terms of this Agreement by executing
it after the Schedules.





41









 





SCHEDULE 1




FACILITY AMOUNT




	 	 	 	 	 
	 

	 	Euro
	 	 
	 
	Facility Limit

	 	€100 million	 	 






42









 





	 	 	 
	EXECUTION
	 	 
	 
	 	 
	SIGNED by                                         ,                             
            , duly authorised for
and on behalf of AGCO RECEIVABLES LIMITED

	 	)
)
	 
	 	 
	SIGNED by                                         ,                             
            , duly authorised for
and on behalf of ERASMUS CAPITAL CORPORATION

	 	)
)
	 
	 	 
	SIGNED by                                         , duly authorised for and on behalf of
COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A (TRADING AS
RABOBANK INTERNATIONAL), LONDON BRANCH

	 	)
)

)

)

)

)






 









 





EXHIBIT A




FORM OF BORROWING REQUEST



AGCO Receivables Limited (the “Company”), pursuant to Clause 2.2(a) of the Receivables Funding
Agreement, dated [•] 200[•] (as amended, modified, or supplemented from time to time,
the “Agreement”), among the Company, Erasmus Capital Corporation and Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch, as Agent, hereby
requests that an Advance be made pursuant to the Agreement. Capitalised terms used herein and not
otherwise defined herein have the meaning assigned to them in the Agreement.




     The Company hereby requests:



          The Advance Date of such Advance will be: [•]




          The amount of the Advance will be: [•]1




          The Settlement Date on which repayment of the Advance and payment of Yield is due:
[•]



The Company hereby certifies as of the date hereof that the conditions precedent to such Advance
set forth in the Agreement have been satisfied, and that all of the representations and warranties
made in Clause 4 of the Agreement are true and correct on and as of the Advance Date, both before
and after giving effect to the Advance.




Dated:




[•]




By:




Name:

Title:






 




			
	1	 	Subject to the minimum denominations set forth
in Clause 2.2(b) of the Agreement.






 









 






			
	EXECUTION COPY







Dated 13 October 2006





	 	(1)	 	AGCO Iberia S.A. as AGCO Iberia
	 
	 	(2)	 	AGCO RECEIVABLES LIMITED as the Company
	 
	 	(3)	 	AGCO LIMITED as Master Servicer
	 
	 	(4)	 	COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.
(trading as RABOBANK INTERNATIONAL),
LONDON BRANCH as Agent






 





RECEIVABLES TRANSFER AGREEMENT






 












LONDON









 









 










CONTENTS






	 	 	 	 	 	 	 
	Clause	 	 	 	Page
	1.

	 	Definitions and interpretation
	 	 	1	 
	2.

	 	Purchase of Receivables
	 	 	2	 
	3.

	 	Representations and warranties
	 	 	6	 
	4.

	 	Covenants
	 	 	9	 
	5.

	 	Administration and collection
	 	 	13	 
	6.

	 	Assignments
	 	 	15	 
	7.

	 	Term and termination
	 	 	16	 
	8.

	 	Indemnification
	 	 	17	 
	9.

	 	Miscellaneous
	 	 	20	 
	 
	 	 	 	 	 	 
	Exhibit A Form of Assignment Deed	 	 	 	 






i









 





THIS AGREEMENT is dated 13 October 2006 and is made between:





	(1)	 	AGCO IBERIA S.A. a sociedad anónima incorporated under the laws of Spain (“AGCO Iberia”);
	 
	(2)	 	AGCO RECEIVABLES LIMITED, a company incorporated under the laws of England and Wales (the
“Company”);
	 
	(3)	 	AGCO LIMITED, a company incorporated under the laws of England and Wales (in its capacity as
Master Servicer under the Receivables Servicing Agreement, the “Master Servicer”); and
	 
	(4)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A, (trading as RABOBANK INTERNATIONAL),
LONDON BRANCH acting in its capacity as Agent (the “Agent”) for Erasmus Capital Corporation
(the “CP Lender”).





BACKGROUND





	(A)	 	AGCO Iberia has originated and is the owner of certain Receivables and intends, from time to
time, to originate further Receivables.
	 
	(B)	 	AGCO Iberia wishes to sell certain of its Receivables to the Company from time to time and
the Company desires to purchase such Receivables from AGCO Iberia from time to time.
	 
	(C)	 	AGCO Iberia and the Company wish to set out the terms on which AGCO Iberia may sell, and the
Company may purchase, certain Receivables.





1. DEFINITIONS AND INTERPRETATION





	1.1	 	Terms defined in Schedule of Definitions
	 
	 	 	In this Agreement, unless otherwise defined herein or the context otherwise requires,
capitalised terms have the meanings set forth in the Master Schedule of Definitions,
Interpretations and Construction, dated as of the date hereof and signed by the parties
hereto and others for the purposes of identification (the “Schedule of Definitions”).
	 
	1.2	 	Interpretation and construction
	 
	 	 	The principles of interpretation, construction and calculation set forth in Clauses 2
(Interpretation) and 3 (Calculation) of the Schedule of Definitions apply to this Agreement
as if fully set forth herein.
	 
	1.3	 	Amendments to Schedule of Definitions
	 
	 	 	No amendment, restatement, supplement or other modification to the Schedule of Definitions
after the date of this Agreement shall affect the terms of this Agreement unless approved in
writing by the parties to this Agreement.




1









 






	1.4	 	The Agent
	 
	 	 	The parties to this Agreement acknowledge that the Agent is a party to this Agreement, inter
alia, for the purposes of obtaining the benefit of the obligations of AGCO Iberia hereunder.
The Agent shall have no responsibility or liability as a result of its being party to this
Agreement.
	 
	2.	 	PURCHASE OF RECEIVABLES
	 
	2.1	 	Sale and transfer of Receivables






	 	(a)	 	On the terms and subject to the conditions set forth herein, AGCO Iberia hereby
sells and transfers to the Company, and the Company purchases from AGCO Iberia, and
accepts the transfer of, on any Purchase Date occurring prior to the Termination Date,
all of AGCO Iberia’s right, title and interest in, to and under:






	 	(i)	 	the Receivables specified from time to time in Accounts
Receivables Listings to be made available to the Agent in accordance with Clause
2.1(c);
	 
	 	(ii)	 	all Related Assets in relation thereto (whether now existing or
hereafter arising or acquired); and
	 
	 	(iii)	 	all proceeds of the foregoing.






	 	(b)	 	The parties agree that the transfer under Clause 2.1(a) of any Receivable and
any Related Assets shall be conditional upon the receipt by AGCO Iberia of the Purchase
Price of such Receivable payable on such Purchase Date pursuant to Clause 2.2. (Payment
of Purchase Price).
	 
	 	(c)	 	On each Reporting Date immediately preceding a Purchase Date or in the case of
the first Purchase Date, on or before the Closing Date, the Master Servicer shall make
available to the Agent an Account Receivables Listing setting out the Receivables to be
purchased by and transferred to the Company under this Agreement on such Purchase Date.
On the same Reporting Date, the Master Servicer shall make available to the Agent (or
any other Person designated by the Agent) an Obligor Information Listing relating to
the Receivables set out on the Account Receivables Listing to be made available to the
Agent on such day.
	 
	 	(d)	 	Without prejudice to the effectiveness of the transfer of Purchased Receivables
and Related Assets set forth above and for the purposes of Article 1,526 of the Spanish
Civil Code, AGCO Iberia hereby agrees to execute (acting in such execution also in the
name and on behalf of the Company), before a Spanish Notary Public (Notario) designated
by AGCO Iberia and notified to the Company, on each Purchase Date occurring prior to
the Termination Date, an Assignment Deed substantially in the form of Exhibit A to this
Agreement.
	 
	 	 	 	Each Assignment Deed shall attach a full list of all Purchased Receivables which have
been acquired by the Company on the Purchase Date on which the Assignment Deed is
granted. The above-mentioned list will include, separately, those Receivables
evidenced by Spanish Draft Instruments.




2









 






	 	 	 	AGCO Iberia is hereby authorised to attach to the relevant Assignment Deeds the lists
of Purchased Receivables referred to in the preceding paragraph in electronic form,
provided, however, that such Assignment Deed lists the first and last Purchased
Receivable transferred by AGCO Iberia in a list in writing and, provided further that
nothing in this Clause shall prejudice the Company’s right to request a written list
of all such Purchased Receivables to be attached to such Assignment Deed and, when
there are Purchased Receivables evidenced by Spanish Draft Instruments, to request a
copy of the original of the instrument or document in which they are evidenced. For
the avoidance of doubt, it is hereby agreed that in the case Purchased Receivables
evidenced by Spanish Draft Instruments, AGCO Iberia shall retain the mere direct
possession (posesión inmediata) of the physical document itself, just for mere
agency, administration and collection purposes under the Receivables Servicing
Agreement; the Company will have the indirect possession (posesión mediata) and the
ownership of such physical Spanish Draft Instrument. Accordingly, the Company will be
entitled from time to time, at its request, to immediately receive from AGCO Iberia
the direct possession of such Spanish Draft Instruments, and AGCO Iberia shall be
obliged to deliver the Spanish Draft Instruments to the Company or any other Person
indicated by it immediately upon receiving such request.
	 
	 	 	 	All costs and expenses arising out of the preparation, drawing up, execution and
notarisation of any Assignment Deed, including, without limitation the fees of any
Spanish Notary Public (Notario) and the cost of the electronic support or any written
document shall be for the account of AGCO Iberia.
	 
	 	 	 	The lists to be attached to each Assignment Deed will include, at least, the
following information regarding each Purchased Receivable transferred by AGCO Iberia:






	 	(i)	 	the name of the Obligor;
	 
	 	(ii)	 	the Outstanding Balance of the Purchased Receivables (including
VAT);
	 
	 	(iii)	 	the original due date of the Purchased Receivables;
	 
	 	(iv)	 	the invoice number;
	 
	 	(v)	 	the issue date of the invoice; and
	 
	 	(vi)	 	the number of the Obligor’s account in the books of AGCO Iberia.






	2.2	 	Payment of Purchase Price






	 	(a)	 	On each Purchase Date on which Receivables are sold and transferred or
purported to be sold and transferred to the Company under Clause 2.1 (Sale and transfer
of Receivables), the Company shall deposit into the AGCO Iberia Account an amount equal
to the Purchase Price of such Purchased Receivables in immediately available funds in
Euro.




3









 






	 	(b)	 	AGCO Iberia and the Company hereby agree that the Purchase Price payable by the
Company pursuant to, and in accordance with, this Clause 2.2 shall be inclusive of all
value added taxes and comparable or similar Taxes and that (A) the Company shall have
no responsibility to pay any additional amount in respect of any such Taxes, and (B) in
the event that any such Taxes are payable with respect to the payment or receipt of any
such Purchase Price, AGCO Iberia shall promptly pay such Taxes in full or, to the
extent such Taxes have already been paid by any other Person legally obligated to pay
such Taxes, AGCO Iberia shall promptly reimburse such Person in full, whether out of
such Purchase Price received by it or otherwise.
	 
	 	(c)	 	Where any value added taxes are fully recoverable by the Company, the Purchase
Price shall be exclusive of value added taxes and the Company shall pay those value
added taxes on receipt of a valid value added taxes invoice.






	2.3	 	Deemed Collections






	 	(a)	 	If, on any day, any Purchased Receivable becomes a Diluted Receivable, other
than by reason of the operation of Clause 2.3(b) and except to the extent that the same
is not reflected in the Dilution Adjustment, AGCO Iberia shall be deemed to have
received on such day a Collection of such Purchased Receivable in the amount of the
reduction, adjustment or cancellation of the Outstanding Balance thereof which resulted
in such Purchased Receivable being a Diluted Receivable.
	 
	 	(b)	 	If any of the representations or warranties in Clauses 3.2(a), (d), (e), (f),
(g), (h), (i) or (j) (Further representations and warranties of AGCO Iberia) is not
true on or by reference to the facts existing on the day such representation or
warranty was given with respect to a Purchased Receivable, AGCO Iberia shall be deemed
to have received on such day a Collection of such Purchased Receivable in full.
	 
	 	(c)	 	If AGCO Iberia is deemed to have received a Collection on any Purchased
Receivable pursuant to Clause 2.3(a) or (b), AGCO Iberia shall be obliged to pay an
amount equal to the Deemed Collection to or to the order of the Company, such payment
becoming due on the date of the Deemed Collection, but not payable until the Settlement
Date next following the date of such Deemed Collection, provided that, if a Termination
Event or Potential Termination Event has occurred and is continuing, such payment shall
be due and payable on the date of the Deemed Collection.
	 
	 	(d)	 	Notwithstanding any other provisions of this Agreement, payment to the Company
by AGCO Iberia of the full amount of all Collections deemed to have been received by
AGCO Iberia under Clause 2.3(b) above with respect to a breach of the representation
and warranty appearing in Clause 3.2(a) with respect to any Purchased Receivable shall
constitute a full discharge and release of AGCO Iberia from any claims, rights and
remedies which the Company may have against AGCO Iberia arising from such breach, but
shall not affect any rights or remedies arising from a breach of such representation or
warranty to the extent that it applies to any other Purchased Receivable or a




4









 






	 	 	 	breach of any other representation or warranty in Clause 3 (Further representations
and warranties of AGCO Iberia).
	 
	 	(e)	 	To the extent that (i) the Company has received in accordance with Clause
2.3(c) the full Outstanding Balance of a Purchased Receivable referred to in Clause
2.3.(b) and (ii) the Company subsequently receives Collections with respect to such
Purchased Receivable, the Company shall pay to AGCO Iberia the Collections so received.






	2.4	 	Payments and computations, etc.






	 	(a)	 	Euro is the currency of account for each payment made or to be made under this
Agreement.
	 
	 	(b)	 	Except as otherwise expressly provided herein, all amounts (including, but not
limited to, the remittance of any Collections) to be paid or deposited by any Person
hereunder shall be paid or deposited in accordance with the terms hereof on the day
when such amounts are due, in immediately available funds; if such amounts are payable
to the Company, they shall be paid to the Company Account. If any amount hereunder is
payable on a day which is not a Business Day, such amount shall be payable on the next
succeeding Business Day.
	 
	 	(c)	 	Without prejudice to Clause 8.2 (Taxes), all payments by AGCO Iberia under this
Agreement shall be made free of any set-off or counterclaim on the part of any Person.
	 
	 	(d)	 	Any payment by an Obligor in respect of any amounts owed by it in respect of
any Purchased Receivable shall:






	 	(i)	 	except as otherwise specified by such Obligor, be in a form
customary between such Obligor and AGCO Iberia (and provided that such
specification shall, if requested by the Company, be evidenced in writing); and
	 
	 	(ii)	 	unless otherwise required by contract or any applicable law and
unless otherwise instructed by the Company, be applied as a Collection of any
Purchased Receivables of such Obligor, in accordance with the Credit and
Collection Policy, to the extent of any amounts then due and payable thereunder
before being applied to any other Receivable or other obligation of such
Obligor.






	2.5	 	Default fees
	 
	 	 	If AGCO Iberia fails to pay any amount when due hereunder, AGCO Iberia agrees to pay to the
Company, on demand, interest on such unpaid amount at a rate equal to the Default Rate.
	 
	2.6	 	Bills of exchange, etc.
	 
	 	 	AGCO Iberia shall upon the occurrence of a Termination Event or Potential Termination Event
or upon the designation of a Master Servicer other than the Parent 




5









 






	 	 	or an Affiliate of the Parent pursuant to Clause 2.1 (Appointment of Master Servicer) of the
Receivables Servicing Agreement, endorse in blank (if possible under Spanish law) and
deliver to the Company (or any other Person as requested by the Agent) each bill of
exchange, promissory note and similar Spanish Draft Instrument (título-valor o documento
cambiario) or instrument that has the purpose of transferring funds (instrumento con función
de giro) it receives in relation to any Affected Asset.






	3.	 	REPRESENTATIONS AND WARRANTIES
	 
	3.1	 	Representations and warranties relating to AGCO Iberia
	 
	 	 	AGCO Iberia hereby represents and warrants to the Company and the Agent, on the date hereof,
on each Purchase Date and each Settlement Date:






	 	(a)	 	Corporate Existence and Power. It:






	 	(i)	 	is a body corporate duly organised and validly existing under
the laws of its jurisdiction of incorporation; and
	 
	 	(ii)	 	has all corporate power and all governmental licences,
authorisations, consents and approvals required to carry on its business in
each jurisdiction in which its business is conducted, the failure to have which
would have a Material Adverse Effect.






	 	(b)	 	No Conflict. The execution, delivery and performance by it of each Transaction
Document to which it is a party, and its use of the proceeds of purchases made
hereunder:






	 	(i)	 	are within its corporate powers;
	 
	 	(ii)	 	have been duly authorised by all necessary corporate action and
have been duly executed and delivered;
	 
	 	(iii)	 	do not contravene or violate:






	 	(A)	 	any of its Organic Documents;
	 
	 	(B)	 	any law, rule or regulation applicable to it
which would result in a Material Adverse Effect;
	 
	 	(C)	 	any restrictions under any agreement, contract
or instrument to which it is a party or by which it or any of its
property is bound which would result in a Material Adverse Effect; or
	 
	 	(D)	 	any order, writ, claim form, judgment, award,
injunction or decree binding on or affecting it or any of its property;
and






	 	(iv)	 	do not result in the creation or imposition of any Adverse
Claim on its assets (except as created under any Transaction Document).






	 	(c)	 	Governmental Authorisation. No authorisation or approval or other action by,
and no notice to or filing with, any Official Body or regulatory body, the




6









 






	 	 	 	absence of which could have a Material Adverse Effect, is required for the due
execution, delivery and performance by it of any Transaction Documents to which it
is a party.


	 	(d)	 	Binding Effect. Each Transaction Document to which it is a party constitutes
the legal, valid and binding obligations of it enforceable against it in accordance
with its terms (as such enforcement may be subject to any applicable Enforcement
Limitation).
	 
	 	(e)	 	Accuracy of Information. All information furnished or made available by or on
behalf of it to the Company for the purposes of or in connection with this Agreement,
any of the other Transaction Documents, or any transaction contemplated hereby or
thereby is, and all such information hereafter furnished or made available by or on
behalf of it to the Company shall, to the best of its knowledge and belief, be, true,
accurate and complete in every material respect on the date such information is stated
or certified.
	 
	 	(f)	 	Financial Statements. Each of its audited balance sheets and the statements of
income relating thereto delivered pursuant to Clause 4.1(a)(i) (Affirmative Covenants
of AGCO Iberia) have been prepared in accordance with GAAP relevant to it consistently
applied and present a true and fair view of its financial condition at the end of the
fiscal year to which they relate.
	 
	 	(g)	 	Places of Business. Its registered office, Centre of Main Interest and
principal places of business where it keeps all its Records are located at the address
listed in Exhibit 1 to the Schedule of Definitions or such other locations notified to
the Company in accordance with Clause 4.2(a).
	 
	 	(h)	 	Actions, Suits. There are no actions, suits or proceedings pending or, to its
knowledge threatened against or affecting it or any of its properties in or before any
court, arbitrator or other body, which would have a Material Adverse Effect. It is not
in default with respect to any order of any court, arbitrator or governmental body
which default would have a Material Adverse Effect.
	 
	 	(i)	 	Other Defaults. It does not have indebtedness (other than to another Group
Company) and whether individually or collectively having an aggregate amount in excess
of the Threshold Amount or the foreign exchange equivalent thereof which has been
declared to be or otherwise has become due and payable prior to its scheduled maturity
date.
	 
	 	(j)	 	Sovereign Immunity. Neither it nor any of its properties or assets has any
right of immunity on the grounds of sovereignty or otherwise from any legal action,
suit or proceeding, set-off or counterclaim, the jurisdiction of any competent court,
service of process upon it or any agent, attachment prior to judgment, attachment in
aid of execution, execution or any other process for the enforcement of any judgment or
other legal process in respect of any of their respective obligations under any
Transaction Document to which it may be a party. To the extent that, notwithstanding
the foregoing, AGCO Iberia has or may have any such immunity, such right of immunity is
hereby irrevocably and unconditionally waived.




7









 






	 	(k)	 	Corporate Information. All shareholders’ resolutions or other events or
circumstances with respect to it (including all excerpts from any commercial register)
which are required or which are capable of being recorded in the commercial register in
the jurisdiction of its incorporation have been so recorded unless any failure to do so
would not have a Material Adverse Effect.
	 
	 	(l)	 	Solvency. It is solvent and able to pay its debts as they fall due and has not
suspended or threatened to suspend making payments (whether of principal or interest)
with respect to all or any class of its debts and will not become insolvent or unable
to pay its debts in consequence of any obligation or transaction contemplated in the
Transaction Documents.
	 
	 	(m)	 	Insolvency procedures. No Insolvency Event has occurred in relation to AGCO
Iberia, no corporate action has been taken or is pending, no other steps have been
taken (whether out of court or otherwise) and no legal proceedings (other than any
frivolous and vexatious proceedings which are dismissed within 10 days) have been
commenced or are threatened or are pending for:






	 	(i)	 	its bankruptcy, liquidation, suspension of payments, controlled
management, winding-up, liquidation, dissolution, administration or
reorganisation; or
	 
	 	(ii)	 	it to enter into any composition or arrangement with its
creditors; or
	 
	 	(iii)	 	the appointment of a receiver, administrative receiver,
trustee or similar officer in respect of it or any of its property, undertaking
or assets.
	 
	 	No event equivalent to any of the foregoing has occurred in or under the laws of any
relevant jurisdiction.






	3.2	 	Further representations and warranties of AGCO Iberia
	 
	 	 	AGCO Iberia, in connection with any Receivables purchased (or purported to be purchased) by
the Company hereunder represents and warrants to the Company and the Agent on the date
hereof, on each Purchase Date and each Settlement Date as follows:






	 	(a)	 	Eligible Receivables. Each of the Receivables purchased or purported to be
purchased by the Company under this Agreement is a Spanish Eligible Receivable which is
validly existing and validly evidenced for the full nominal amount thereof (save in the
event mentioned below, in which case the document evidencing the Receivable could
include a different amount).
	 
	 	 	 	If the Obligor of a Receivable had exercised vis-á-vis AGCO Iberia or the Company
the right of set off recognised under Articles 1.195, 1.196 and 1.198 of the Spanish
Civil Code, the document evidencing such Receivable could have been issued for a
lesser amount than the full nominal amount thereof. In this event, AGCO Iberia shall
be deemed to have received a Collection of the relevant Purchased Receivable for its
full nominal amount, as established under Clause 2.3 (Deemed Collections) above.




8









 












	 	(b)	 	Accounts Receivable Listing. All information contained in each Accounts
Receivable Listing is complete true and accurate in every material respect on the date
on which it is delivered.
	 
	 	(c)	 	Credit and Collection Policy. Except as otherwise permitted under, or
contemplated by, this Agreement, the Credit and Collection Policy has not been amended
or modified in any respect which would have a Material Adverse Effect.
	 
	 	(d)	 	Transfer of Receivables. Subject to Clause 2.1(b), each sale and transfer of
any Receivables hereunder shall be effective as against AGCO Iberia and the relevant
Obligor to transfer to the Company all of AGCO Iberia’s present and future right and
title to and interest in such Receivables and the Related Assets, free and clear of any
Adverse Claim, except as created by any of the Transaction Documents and no further
action need be taken in order to transfer to the Company such right, title and
interest, save that, until notice of such sale of Receivables has been given to such
Obligor, such sale shall not be effective as against such Obligor and, in particular,
such Obligor is entitled to discharge its payment obligation with respect to such
Receivable by payment to AGCO Iberia.
	 
	 	(e)	 	Arm’s Length. Each sale and purchase of Receivables under or as contemplated by
this Agreement has been made on arm’s length terms.
	 
	 	(f)	 	No Voidable Sales. No sale by AGCO Iberia to the Company of any Receivable
under this Agreement is or may be at the relevant time voidable by AGCO Iberia or by
any liquidator, receiver, administrator, administrative receiver, custodian, trustee in
bankruptcy, examiner or other similar official appointed with respect to, or any
creditor of, AGCO Iberia under any law, rule or regulation in effect in any Approved
Country or any political subdivision thereof or a jurisdiction therein (other than upon
the occurrence of an Insolvency Event in respect of AGCO Iberia or an Obligor of a
Purchased Receivable in accordance with applicable Spanish insolvency laws)
	 
	 	(g)	 	Principal, not Agent. With respect to each sale by AGCO Iberia of Equipment or
Parts to an Obligor giving rise to a Receivable purchased or purportedly purchased
under this Agreement, AGCO Iberia acted as principal and not as the agent of any
Person.
	 
	 	(h)	 	Tracking. AGCO Iberia has the capability (i) at any given time to identify the
Purchased Receivables of each individual Obligor, (ii) to track Collections in respect
of each Obligor of the Purchased Receivables and Collections in respect of each
individual Purchased Receivable and of each of the Receivables purchased or purported
to be purchased hereunder; and (iii) as among the Receivable payable by any Obligor, to
identify which of such Receivables (if any) are Defaulted Receivables and/or Delinquent
Receivables.
	 
	 	(i)	 	Termination Events. No Termination Event has occurred which is continuing.




9









 






	 	(j)	 	Security interest. The Agent, on behalf of the Secured Parties, has a valid and
enforceable first priority security interest ranking ahead of any other security
interest and the interest of any other creditor of the Company and/or AGCO Iberia, in
the Credit Rights (as defined in Clause 3.5 of the Security Agreement), free and clear
of any Adverse Claim.






	4.	 	COVENANTS
	 
	4.1	 	Affirmative covenants of AGCO Iberia
	 
	 	 	Until the date on which the Aggregate Unpaids have been indefeasibly reduced to zero, AGCO
Iberia covenants as follows:






	 	(a)	 	Financial Reporting. AGCO Iberia shall maintain a system of accounting
established and administered in accordance with GAAP consistently applied, and furnish
or make available, as the case may be, to the Company and the Agent:






	 	(i)	 	Annual Reporting. Upon the request of the Agent and after
filing thereof with the relevant Commercial Registry, audited financial
statements approved by the General Shareholders’ Meeting of AGCO Iberia
certified in a manner acceptable to the Agent by a duly authorised officer of
AGCO Iberia;
	 
	 	(ii)	 	Compliance Certificate. Together with the financial statements
required hereunder, a certificate signed by a director of AGCO Iberia stating
that (A) the attached financial statements have been prepared in accordance
with GAAP and accurately reflect the financial condition of AGCO Iberia, and
(B) to the best of such Person’s knowledge, no Termination Event or Potential
Termination Event exists, or if any Termination Event or Potential Termination
Event exists, stating the nature and status thereof;
	 
	 	(iii)	 	Credit and Collection Policy. At least 30 days prior to the
effectiveness of any material change in or amendment to the Credit and
Collection Policy, a notice indicating such change or amendment; and
	 
	 	(iv)	 	Other Information. Such other information (including
non-financial information) reasonably relating to the transactions contemplated
by the Transaction Documents and/or to the Purchased Receivables as the Company
or the Agent may from time to time reasonably request.






	 	(b)	 	Notices. AGCO Iberia shall notify the Company and the Agent in writing of any
of the following, describing the same and, if applicable, the steps being taken with
respect thereto:






	 	(i)	 	Termination Event. Immediately upon becoming aware thereof, the
occurrence of any Termination Event or Potential Termination Event, by a
statement of a duly authorised officer of AGCO Iberia;




10









 












	 	(ii)	 	Final Judgment. As soon as reasonably practicable following the
occurrence thereof the entry of any final judgment or decree which is not
subject to any further appeal against AGCO Iberia in an amount which, when
aggregated with any other undischarged judgments or decrees against AGCO Iberia
is in excess of the Threshold Amount or the foreign currency equivalent thereof
at the time of entry of such judgment or decree;
	 
	 	(iii)	 	Litigation. As soon as reasonably practicable following the
occurrence thereof and, in any event, no later than the immediately succeeding
Settlement Date, the institution of any litigation, dispute resolution,
arbitration proceeding or governmental proceeding against AGCO Iberia, or to
which it becomes party seeking monetary damages in an amount which, when
aggregated with any other such monetary damages sought against AGCO Iberia, is
in excess of the Threshold Amount or the foreign currency equivalent thereof;
and
	 
	 	(iv)	 	Adverse Claims. Immediately upon becoming aware thereof, the
creation or imposition of any Adverse Claim on any Purchased Receivable or any
Related Asset (except as created under any Transaction Document) or the
occurrence of a Material Adverse Effect.






	 	(c)	 	Compliance with Laws. AGCO Iberia shall comply with all applicable laws, rules,
regulations, orders, writs, judgments, injunctions, decrees and awards to which it may
be subject, including any relevant data protection legislation in respect of the list
of Obligors to be provided pursuant to Clause 4.1(a)(iv), the non-compliance with which
would have a Material Adverse Effect.
	 
	 	(d)	 	Maintenance of Corporate Existence. AGCO Iberia shall, subject to Clause
4.2(g), do all things necessary to remain duly organised and validly existing in the
jurisdiction of its incorporation and maintain all requisite authority to conduct its
business in such jurisdiction and any other jurisdiction, the failure to do which would
have a Material Adverse Effect.
	 
	 	(e)	 	Keeping and Maintaining of Records and Books; Notation in Financial Statements.






	 	(i)	 	AGCO Iberia shall, in each case with respect to the Receivables
originated by it, maintain and implement administrative and operating
procedures (including an ability to recreate records evidencing such
Receivables and identifying such Receivables in the event of the destruction of
the originals thereof) and keep and maintain all documents, books, records and
other information reasonably necessary or advisable for the collection of all
such Receivables (including records adequate to permit the immediate
identification of each Purchased Receivable, all Collections of and adjustments
to each such Receivable and the Equipment relating to such Receivable) and
provide to the Agent from time to time such information as the Agent may
reasonably request.




11









 












	 	(ii)	 	AGCO Iberia shall keep a complete and accurate copy of each
Account Receivables Listing delivered by it under this Agreement.






	 	(f)	 	Compliance with Contracts. AGCO Iberia shall:






	 	(i)	 	perform and comply in all material respects with all
provisions, covenants and other promises required to be observed by it under
the Contracts, to which AGCO Iberia is a party, related to the Purchased
Receivables; and
	 
	 	(ii)	 	comply in all material respects with the applicable Credit and
Collection Policy with regard to the Purchased Receivables and the related
Contracts, to which AGCO Iberia is a party.






	 	(g)	 	Payment of Taxes. Without prejudice to Clause 8.2 (Taxes), AGCO Iberia shall
pay when due any taxes (including value added tax and any similar other taxes) payable
in connection with the Purchased Receivables originated by it or the sale of Equipment
giving rise thereto.
	 
	 	(h)	 	Collections. On and after the occurrence and during the continuance of a
Termination Event or Potential Termination Event, AGCO Iberia shall, and shall require
the Master Servicer, any Originator and any other AGCO Party to, upon the request of
the Agent to the Company (with a copy to AGCO Iberia and the Master Servicer), within
one Business Day after receipt by such Person of any Collections, including any
Collections received or deposited into any Collection Account, remit (or cause to be
remitted) such Collections together with all interest and earnings thereon to the CP
Lender Account.
	 
	 	(i)	 	Obligor Information Listing. To the extent that any Obligor Information Listing
is received or held by any Person other than the Agent, AGCO Iberia shall grant any and
all consents, approvals and authorisations and shall do any other act necessary or
desirable in the reasonable opinion of the Agent to ensure that the Agent and the
Administrator have at all times access to such Obligor Information Listing and all
information contained therein.
	 
	 	(j)	 	Inspection of records. AGCO Iberia shall at any time and from time to time
during regular business hours, upon reasonable advance notice by the Company, the Agent
or the Administrator, permit the Company, the Agent or the Administrator or any of
their agents or representatives, at the expense of the Agent:






	 	(i)	 	to examine and make copies of and take abstracts from all
books, records and documents (including computer tapes and disks) relating to
the Purchased Receivables or other Affected Assets, including any related
Contract; and
	 
	 	(ii)	 	to visit its offices and properties for the purpose of
examining such materials described in Clause 4.1(j)(i), and to discuss matters
relating to the Affected Assets or its performance hereunder, under the
Contracts, if any, and under the other Transaction Documents to which it is a
party with any of its officers, directors or relevant employees (in




12









 






	 	 	 	consultation with the Parent) having knowledge of such matters. Subject to
Clause 9.8 (Consent to disclosure), such agents and representatives shall be
bound to treat any information received pursuant to this Clause 4.1(j) as
confidential.






	 	(k)	 	Information. AGCO Iberia shall promptly deliver to the Master Servicer any
information, documents, records or reports with respect to the Purchased Receivables
that the Master Servicer shall request in order to complete the Master Servicer
Reports, Account Receivables Listings or Obligor Information Listings.
	 
	 	(l)	 	Powers of Attorney. Should AGCO Iberia be granted any powers of attorney by any
other party to this Agreement (the “Grantor”) for any purposes foreseen in the
Transaction Documents, AGCO Iberia shall notify the Grantor of the attorney or
representative through whom the Grantor will exercise those powers of attorney, who
must be, in any case, an employee or representative of AGCO Iberia.






	4.2	 	Negative covenants of AGCO Iberia
	 
	 	 	Until the date on which the Aggregate Unpaids have been indefeasibly reduced to zero, AGCO
Iberia covenants as follows:






	 	(a)	 	Name Change, Offices, Records and Books of Accounts. AGCO Iberia shall not:






	 	(i)	 	change its name or identity; or
	 
	 	(ii)	 	change its corporate structure, which change would have a
Material Adverse Effect; or
	 
	 	(iii)	 	relocate any office where Records are kept,
	 
	 	in each case unless AGCO Iberia shall have given the Company and the Agent at least
30 days prior written notice thereof.






	 	(b)	 	Change in Payment Instructions to Obligors. AGCO Iberia shall not amend,
supplement or otherwise modify or cancel or revoke any payment instructions to any
Obligor or any Obligor Notification given in accordance with the Transaction Documents
and shall not instruct any Obligor to make payments in respect of Purchased Receivables
to any account other than the AGCO Iberia Account or such other account referred to in
an Obligor Notification.
	 
	 	(c)	 	AGCO Iberia shall be entitled to change the Credit and Collection Policy;
provided, however, that (i) such change is not reasonably likely to cause or result in
any Material Adverse Effect, and (ii) any material change to the Credit and Collection
Policy requires the prior written consent of each of the Agent and each Rating Agency.
Save in respect of a manifest error in respect of an issued invoice, AGCO Iberia shall
not be entitled to extend, amend or otherwise modify the terms of any Purchased
Receivable or any Contract related thereto.




13









 






	 	(d)	 	Sales, Liens, Etc., on Receivables. Except as provided by the Transaction
Documents, AGCO Iberia shall not, and shall not purport to, sell, assign (by operation
of law or otherwise), transfer by way of subrogation or endorsement (by operation of
law or otherwise), or otherwise transfer or dispose of, or grant any option with
respect to, or create or suffer to exist any Adverse Claim upon or with respect to, or
enter into any current account relationship with any Person with respect to any
Purchased Receivable or Related Assets or Collections in respect thereof, any Contract
under which any Purchased Receivable arises or assign any right to receive income in
respect thereof, and AGCO Iberia shall take all reasonable steps within its power to
defend the right, title and interest of the Company in, to and under any of the
foregoing property, against all claims of third parties claiming through or under AGCO
Iberia. AGCO Iberia hereby irrevocably waives any lien which it may have with respect
to the Purchased Receivables and all Related Assets.
	 
	 	(e)	 	Sales, Liens, Etc. on Equipment and Parts. Except as provided by the
Transaction Documents, and to or in favour of the applicable Obligor, AGCO Iberia shall
not, and shall not purport to, sell or otherwise transfer or dispose of, or grant any
option with respect to, or create or suffer to exist any Adverse Claim upon or with
respect to any Equipment or Parts and AGCO Iberia shall take all reasonable steps
within its power to defend the right, title and interest of the Company in, to and
under any of the foregoing property, against all claims of third parties claiming
through or under AGCO Iberia.
	 
	 	(f)	 	Amendments to Corporate Documents. AGCO Iberia shall not amend its Organic
Documents in any respect in each case that would have a Material Adverse Effect.
	 
	 	(g)	 	Merger. AGCO Iberia shall not merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a series of
transactions, and except as contemplated herein) all or any material part of its assets
(whether now owned or hereafter acquired) to, or acquire all or any material part of
the assets of, any Person if any of the following circumstances concur:






	 	(i)	 	such merger, consolidation, conveyance, transfer, lease, other
disposition or acquisition would have a Material Adverse Effect; or
	 
	 	(ii)	 	in the case of a merger or consolidation, the resulting entity
would not assume all of the obligations of AGCO Iberia under this Agreement.






	 	(h)	 	Deposits. AGCO Iberia shall not deposit or otherwise credit, or permit any
Obligor or any other Person to deposit or otherwise credit, to the CP Lender Account,
any cash or payment item other than pursuant to this Agreement.
	 
	 	(i)	 	Powers of Attorney. AGCO Iberia shall not revoke or attempt to revoke any Power
of Attorney granted by it in connection with this Agreement until the date upon which
the Aggregate Unpaids have been indefeasibly reduced to zero (and, as soon as
reasonably practicable following such date the Company shall return each of such Powers
of Attorney to AGCO Iberia).




14









 












	5.	 	ADMINISTRATION AND COLLECTION
	 
	5.1	 	Designation of the Master Servicer






	 	(a)	 	AGCO Iberia hereby acknowledges that the servicing, administration and
collection of the Purchased Receivables shall be conducted by the Person appointed by
the Agent and the Company as the “Master Servicer” from time to time in accordance with
Clause 2.1. (Appointment of Master Servicer) of the Receivables Servicing Agreement (or
by a Sub-Servicer on behalf of, and appointed by, the Master Servicer pursuant to
Clause 2.2 (Appointment of Sub-Servicer) of the Receivables Servicing Agreement).
Without prejudice to the generality of Clause 5.2, AGCO Iberia expressly consents to
the taking of all actions by the Master Servicer (or such Sub-Servicer) and agrees to
comply with any request of the Master Servicer that the Master Servicer deems necessary
in order to permit the Master Servicer perform its duties.
	 
	 	(b)	 	Without limiting any other provision of this Agreement:






	 	(i)	 	the Company, the Company’s assigns or the Agent shall be
entitled, at any time when a Termination Event or Potential Termination Event
exists, to notify Obligors (by delivering Obligor Notifications or otherwise)
of the assignment of the Purchased Receivables and the Related Assets hereunder
and the Company’s ownership of such Purchased Receivables and Related Assets,
and the security interest of the Agent and the Secured Parties in, the
Purchased Receivables and the other Affected Assets and/or direct the Obligors
that payment of all amounts payable under any Receivable be made directly to
the Company or its assigns;
	 
	 	(ii)	 	upon the request of the Company, any assignee of the Company or
the Agent, AGCO Iberia shall, at its own expense, at any time when a
Termination Event or Potential Termination Event exists, give notice that the
Purchased Receivables and the Related Assets have been assigned to the Company
hereunder, the Company’s ownership of the Purchased Receivables and the Related
Assets, and the security interest of the Agent and the other Secured Parties in
the Purchased Receivables and other Affected Assets to each Obligor and/or
direct that payments be made directly to the Agent or its designee and/or
execute any power of attorney or other similar instrument and/or take any other
action necessary or desirable to give effect to such notice and directions,
including any action required to be taken so that the obligations or other
indebtedness of such Obligor in respect of any Purchased Receivables or Related
Asset may no longer be legally satisfied by payment to AGCO Iberia or any of
its Affiliates; and
	 
	 	(iii)	 	upon the request of the Company, any assignee of the Company
or the Agent, at any time when a Termination Event or Potential Termination
Event exists, AGCO Iberia, at its own expense, shall, and shall cause each of
its Subsidiaries (if any) to (A) assemble all of the Records with respect to
the Purchased Receivables and shall make the same available to the Company or
its assigns at the address designated for




15









 






	 	 	 	notices pursuant to this Agreement or at any other place agreed to by the
Company, AGCO Iberia and the Agent, and (B) segregate all cash, cheques and
other instruments received by it from time to time constituting Collections
of Receivables in a manner acceptable to the Company, such assignee or the
Agent, and shall, promptly upon receipt, remit all such cash, checks and
instruments, duly endorsed or with duly executed instruments of transfer, to
the Company, such assignee or the Agent.






	5.2	 	Responsibilities of AGCO Iberia






	 	(a)	 	AGCO Iberia hereby agrees, for the benefit of the Company, its assigns and the
Agent, that it will cooperate with and assist the Master Servicer (including any
successor Master Servicer or Sub-Servicer appointed pursuant to the Receivables
Servicing Agreement) in any manner such Master Servicer or the Agent reasonably
requests to facilitate the performance of its duties under the Receivables Servicing
Agreement (and, in the case of a successor Master Servicer, its transition). Such
cooperation shall include, if so requested, (i) the endorsement of any cheque or other
instrument representing Collections or other Affected Assets, (ii) the execution of any
power of attorney or other similar instrument necessary or desirable in connection with
the enforcement or servicing of the Purchased Receivables and other Affected Assets,
and (iii) access to, transfer of, and use by, the new Master Servicer of any records,
licenses, hardware or software necessary or desirable to collect the Purchased
Receivables and otherwise service the Affected Assets. Anything herein to the contrary
notwithstanding, the exercise by the Company of its rights hereunder shall not release
any of AGCO Iberia or any Obligors from any of its duties or obligations with respect
to Purchased Receivables or the related Contracts, as applicable.
	 
	 	(b)	 	AGCO Iberia further agrees that from time to time, at its expense, it shall
promptly execute and deliver all instruments and documents, and take all further action
as may be necessary or that the Company, its assignees or the Agent may reasonably
request in order to perfect, protect or more fully evidence the purchases hereunder, or
to enable the Company, its assigns or the Agent to exercise or enforce any of their
respective rights with respect to the Purchased Receivables or other Affected Assets
whether arising under this Agreement or any other Transaction Document or existing at
law. Without limiting the generality of the foregoing, AGCO Iberia shall upon the
request of the Company, its designee or the Agent execute such further agreements,
instruments and powers of attorney, and to make such filings, deliver such notices and
take such other actions, as may be necessary or appropriate to give full effect to the
transactions contemplated hereby.






	5.3	 	Power of Attorney
	 
	 	 	In order to permit the Company to exercise fully its ownership and other interests acquired
under and pursuant to this Agreement, and to facilitate and/or expedite the servicing,
administration and collection of the Purchased Receivables, it may be necessary or otherwise
desirable for the Company and/or any Person designated by the Company upon prior consent of
the Agent (including the Agent and the Master




16









 






	 	 	Servicer) to act under a power of attorney from AGCO Iberia. Accordingly, to the fullest
extent permitted by applicable law, AGCO Iberia hereby grants to the Company and each Person
designated by the Company upon prior consent of the Agent (including the Agent and the
Master Servicer) an irrevocable power of attorney, which power of attorney is coupled with
an interest and which is assignable by the Company (with the consent of the Agent) and any
such Person designated by the Company, with full power of substitution and with full
authority in the place and stead of AGCO Iberia, which is assignable by the Company and any
such Person designated by the Company, to take any and all steps in AGCO Iberia’s name and
on behalf of AGCO Iberia as is necessary or desirable, in the reasonable determination of
the Company or any such Person designated by the Company, to (i) collect any and all amounts
or portions thereof due under any and all Purchased Receivables or Related Assets, including
endorsing the name of the Company, or any other Person if so required under the Transaction
Documents, on cheques and other instruments representing Collections and enforcing such
Purchased Receivables, Related Assets and any related Contracts, (ii) take any and all other
actions necessary or desirable, in the opinion of the Company or any such Person designated
by the Company, to the enforcement, servicing, administration and/or collection of the
Purchased Receivables and/or the other Affected Assets. Notwithstanding anything to the
contrary contained in this Clause 5.3, (A) no exercise of the powers conferred upon the
Company or any other Person designated by the Company pursuant to this Clause 5.3 shall
subject the Company and/or any such Person to any liability, except for the Company’s or any
such Person’s (if such Person is not the Agent) gross negligence or wilful misconduct in the
exercise of such powers, and (B) such powers shall not confer any obligations upon the
Company and/or such Person in any manner whatsoever to exercise such powers and, for the
avoidance of doubt, no failure or delay on the part of the Company and/or any other Person
designated by the Company pursuant to this Clause 5.3 to exercise any such powers, nor the
invalidity or inadequacy of any exercise thereof, shall give rise to any liability on the
part of the Company or such other Person.
	 
	5.4	 	Personal Data
	 
	 	 	Notwithstanding anything herein to the contrary, AGCO Iberia shall ensure that no personal
or other information in, or otherwise relating to, any Contract, Receivable, any Collection
related thereto, or any other Affected Asset (“Relevant
Personal Data”) is transmitted or
delivered to, or otherwise received by, the Company, the Agent or any other Indemnified
Party if such transmission, delivery or receipt would result in the violation by AGCO Iberia
or such Person of any legislation or regulation relating to data protection; provided that,
upon the request of the Agent at any time after a Termination Event or Potential Termination
Event has occurred and is continuing, AGCO Iberia shall, at its own expense, co-operate,
assist and otherwise take all necessary actions as may be required to ensure that all
Relevant Personal Data is transferred to the Agent (or such other Person as the Agent may
direct) in accordance with all applicable Law, including entering into any further deeds or
documents which may be required to comply with any such legislation or regulations relating
to data protection.




17









 












	5.5	 	Repurchase of Purchased Receivables






	 	(a)	 	Subject to Clause 5.5(c), AGCO Iberia SA shall have the right to repurchase any
AGCO Iberia Purchased Receivables that have become Written-Off Receivables.
	 
	 	(b)	 	The repurchase price with respect to any Purchased Receivable to be repurchased
pursuant to this Clause 5.5 shall be an amount equal to the net benefit to AGCO Iberia
SA of any VAT bed debt relief claim or credit in respect of such Purchased Receivable
(the “Repurchase Price”).
	 
	 	(c)	 	The right of AGCO Iberia SA to repurchase any Written-Off Receivable is subject
to the conditions precedent that:






	 	(i)	 	AGCO Iberia SA shall have provided to the Master Servicer, the
Agent and the Company written notice of such repurchase on or prior to the day
on which such Written-Off Receivable is to be repurchased (with respect to any
repurchase, the “Repurchase Date”);
	 
	 	(ii)	 	no Termination Event shall have occurred and be continuing;
	 
	 	(iii)	 	after giving effect to the repurchase of such Written-Off
Receivable, such repurchase shall not result in the sum of Net Funding Advances
and Net Liquidity Advances exceeding the Borrowing Base; and
	 
	 	(iv)	 	on the Repurchase Date for such Written-Off Receivable AGCO
Iberia shall have deposited an amount equal to the Repurchase Price payable in
respect of such Written-Off Receivable into a Company Account.






	 	(d)	 	AGCO Iberia hereby confirms that it has at all times the capability to identify
each Repurchased Receivable and any Collections related thereto.
	 
	 	Notwithstanding anything herein to the contrary, each repurchase of Purchased Receivables
pursuant to this Clause 5.5 shall be without recourse to, or representation or warranty by,
the Company.






	6.	 	ASSIGNMENTS
	 
	6.1	 	Assignments
	 
	 	 	AGCO Iberia hereby agrees and consents to the complete or partial assignment by the Company
of any or all of its rights under, interest in and title to the Purchased Receivables, the
Related Assets relating thereto and this Agreement. The Company hereby agrees that any
transferee of the Company of all or any of the Purchased Receivables, the Related Assets
relating thereto and/or this Agreement shall have all of the rights and benefits under this
Agreement of the Company and no such transfer shall in any way impair the rights and
benefits of the Company hereunder. Without limiting the foregoing, AGCO Iberia hereby
consents to and acknowledges the grant by the Company under the Security Agreement of a
security interest to the Agent in all of Company’s rights under, interests in and title to
the Purchased Receivables, the Related Assets relating thereto and this Agreement, and the
right of the Agent thereby




18









 






	 	 	to exercise the rights of the Company hereunder. AGCO Iberia shall not have the right to
assign any of its rights or obligations under this Agreement.
	 
	6.2	 	Tax and assignment
	 
	 	 	If:






	 	(a)	 	the Company makes an assignment in accordance with Clause 6.1 to another person
(a “new recipient”); and
	 
	 	(b)	 	as a result of circumstances existing at the date on which the assignment
occurs, AGCO Iberia would be obliged to make a payment to the new recipient under
Clause 8.2 (Taxes),






	 	 	then the new recipient is only entitled to receive payment under Clauses 8.2 (Taxes) to the
same extent as the Company would have been if the assignment or sale had not occurred.






	7.	 	TERMINATION
	 
	 	 	Following the occurrence of the Termination Date, AGCO Iberia shall not sell, and the
Company shall not purchase, any Receivables. No termination or rejection or failure to
assume the executory obligations of this Agreement in any Insolvency Event with respect to
AGCO Iberia or the Company shall be deemed to impair or affect the obligations pertaining to
any executed sale or executed obligations, including pre termination breaches of
representations and warranties by AGCO Iberia or the Company, save where otherwise
established under Spanish law. Without limiting the foregoing, prior to the Termination
Date, the failure of AGCO Iberia to deliver computer records of any Receivables or any
reports regarding any Receivables shall not render such transfer or obligation executory,
nor shall the continued duties of the parties pursuant this Agreement render an executed
sale executory.
	 
	8.	 	INDEMNIFICATION
	 
	8.1	 	Indemnities by AGCO Iberia
	 
	 	 	Without limiting any other rights which the Indemnified Parties may have hereunder or under
the Transaction Documents or under applicable Law, AGCO Iberia hereby agrees to indemnify
the Company and its successors, transferees and assigns and all officers, directors,
shareholders, controlling persons, employees, counsel and other agents of any of the
foregoing (collectively, “Indemnified Parties”) from and against any and all damages,
losses, claims, liabilities, costs and expenses, including reasonable attorneys fees (which
such attorneys may be employees of any Indemnified Party) and disbursements (all of the
foregoing being collectively referred to as “Indemnified
Amounts”) awarded against or
incurred by any of them in any action or proceeding between AGCO Iberia and any of the
Indemnified Parties or between any of the Indemnified Parties and any third party or
otherwise arising out of or as a result of this Agreement or any of the transactions
contemplated hereby, excluding, however, (i) Indemnified Amounts to the extent resulting
from gross negligence or wilful misconduct on the part of such Indemnified Party, or (ii)
recourse (except as otherwise specifically provided in this Agreement or the other
Transaction




19









 






	 	 	Documents) for uncollectible Receivables. Without limiting the generality of the foregoing
(and subject to sub-clauses (i) and (ii)), AGCO Iberia shall indemnify each Indemnified
Party for Indemnified Amounts relating to or resulting from:






	 	(a)	 	any representation or warranty made by AGCO Iberia or any officers of AGCO
Iberia under or in connection with this Agreement, any of the other Transaction
Documents or any other information or report delivered by AGCO Iberia pursuant hereto
or thereto, which shall have been false or incorrect in any material respect when made
or deemed made; unless such representation or warranty has been made in respect of a
Purchased Receivable and the Company has received Deemed Collections in an amount
equalling the full Outstanding Balance of such Purchased Receivable in accordance with
Clause 2.3 (Deemed Collections);
	 
	 	(b)	 	the failure by AGCO Iberia to comply with any applicable Law with respect to
any Receivable or any related Contract, or the nonconformity of any Receivable or any
Contract related thereto with any such applicable Law;
	 
	 	(c)	 	(i) the failure for any reason (A) to vest and maintain (or cause to be vested
and maintained) in the Company a valid and enforceable perfected ownership interest in
each Purchased Receivable and all of the other Affected Assets, or (B) to vest and
maintain in the Agent, on behalf of the Secured Parties, a valid and enforceable
perfected security interest ranking ahead of any other security interest and the
interest of any other creditor of or purchaser from AGCO Iberia, in each Purchased
Receivable and all the other Affected Assets, free and clear of any Adverse Claim
(other than any Adverse Claim arising hereunder or under the other Transaction
Documents) in each case, or (ii) the creation of any Adverse Claim in favour of any
Person with respect to any of the Receivables or any of the other Affected Assets;
	 
	 	(d)	 	the occurrence of any Termination Event relating to AGCO Iberia;
	 
	 	(e)	 	any dispute, claim, offset or defence (other than discharge in bankruptcy) of
any Obligor to the payment of any Purchased Receivable (including a defence based on
such Purchased Receivable or any Contract related thereto not being the legal, valid
and binding obligation of such Obligor enforceable against it in accordance with its
terms), or any other claim resulting from the sale of merchandise or services related
to such Purchased Receivable or the furnishing or failure to furnish such merchandise
or services, or from any breach or alleged breach of any provision of the Purchased
Receivables or any Contracts related thereto restricting assignment of any Purchased
Receivables;
	 
	 	(f)	 	any failure of AGCO Iberia to perform its duties or obligations in accordance
with the provisions hereof;
	 
	 	(g)	 	any product liability claim or personal injury or property damage suit or other
similar or related claim or action of whatever sort arising out of or in connection
with merchandise or services relating to or which are the subject of any Purchased
Receivable;




20









 






	 	(h)	 	any lawsuit, order, consent decree, judgment, claim or other action of whatever
sort relating to, or otherwise in connection with, any environmental, health, safety or
hazardous material law, rule, regulation, ordinance, code, policy or rule of common law
now or hereinafter in effect;
	 
	 	(i)	 	the failure by AGCO Iberia to comply with any term, provision or covenant
contained in this Agreement or any of the other Transaction Documents to which it is a
party or to perform any of its respective duties under the Receivables or any Contracts
related thereto;
	 
	 	(j)	 	the failure of AGCO Iberia to pay when due any Taxes (other than Excluded
Taxes) payable in connection with any of the Receivables;
	 
	 	(k)	 	any repayment by any Indemnified Party of any amount previously distributed in
reduction of Net Advances which such Indemnified Party believes in good faith is
required to be made;
	 
	 	(l)	 	any commingling of Collections of Purchased Receivables at any time with other
funds;
	 
	 	(m)	 	any investigation, litigation or proceeding related to this Agreement;
	 
	 	(n)	 	any inability to obtain any judgment in or utilise the court or other
adjudication system of, any state or country in which an Obligor may be located as a
result of the failure of AGCO Iberia to qualify to do business or file any notice of
business activity report or any similar report;
	 
	 	(o)	 	except for recourse (other than as otherwise specifically provided in the
Transaction Documents) for uncollectible Receivables, any attempt by any Person to
void, rescind or set-aside any transfer by AGCO Iberia to the Company of any Purchased
Receivable or Related Assets under statutory provisions or common law or equitable
action, including any provision of any Insolvency Law;
	 
	 	(p)	 	the use of the proceeds of any purchase hereunder for any purpose other than
general corporate purposes; or
	 
	 	(q)	 	any and all amounts paid or payable by the Company pursuant to Clause 7
(Indemnification; Expenses; Related Matters) of the Receivables Funding Agreement or
Clause 7 (Indemnification; Expenses; Related Matters) of the Liquidity Agreement.






	8.2	 	Taxes






	 	(a)	 	All payments and distributions made in respect of Purchased Receivables
transferred pursuant hereto, and all payments and distributions made or deemed made by
AGCO Iberia to the Company or any other Person (each a
“recipient”) (all of the
foregoing “covered payments”), whether pursuant hereto or to any other Transaction
Document, shall be made free and clear of and without deduction for any Taxes other
than Excluded Taxes, except to the extent required by applicable Law. In the event
that any withholding or




21









 






	 	 	 	deduction from any covered payment is required in respect of any Taxes, then AGCO
Iberia shall:






	 	(i)	 	promptly upon becoming aware that it must make a deduction or
withholding (or that there is any change in the rate or the basis of such
deduction or withholding) notify the Company accordingly. Similarly the Company
shall notify AGCO Iberia on becoming so aware in respect of a covered payment;
	 
	 	(ii)	 	withhold or deduct the required amount from such payment;
	 
	 	(iii)	 	pay (or procure the payment of) directly to the relevant
authority the full amount required to be so withheld or deducted;
	 
	 	(iv)	 	within 30 days of making such a payment in (iii) above, forward
to the recipient an official receipt or other documentation satisfactory to
such recipient evidencing such payment to such authority; and
	 
	 	(v)	 	except in the case of Excluded Taxes, pay (or procure the
payment of) to the recipient such additional amount or amounts as is necessary
to ensure that the net amount actually received by the recipient will equal the
full amount such recipient would have received had no such withholding or
deduction been required.






	 	(b)	 	The recipient and AGCO Iberia shall co-operate in completing any procedural
formalities necessary for AGCO Iberia to obtain authorisation under an applicable
treaty to make a payment without a (or with a lower rate of) withholding or deduction
and the recipient shall notify AGCO Iberia promptly in writing if it ceases to be
entitled to an exemption from withholding or deduction under that treaty.
	 
	 	(c)	 	Moreover, if any Taxes (other than Excluded Taxes) are directly asserted
against any recipient with respect to any payment or income earned or received by such
recipient hereunder or under any other Transaction Document (including, for the
avoidance of doubt, any value added taxes and comparable or similar taxes chargeable in
respect of any supply made by the Company hereunder), AGCO Iberia, upon being notified
in writing by such recipient, shall within 30 days pay such additional amounts as shall
be necessary in order that the net amounts received and retained by the recipient after
the payment of such Taxes (including any Taxes on such additional amount) shall equal
the amount such recipient would have received had such Taxes not been asserted.
	 
	 	(d)	 	No recipient shall be entitled to be indemnified under any other indemnity
contained in any other Transaction Document in respect of Taxes directly asserted
against the recipient in the circumstances described in Clause 8.2(c) if such recipient
has already been indemnified by AGCO Iberia under Clause 8.2(c)
	 
	 	(e)	 	If AGCO Iberia fails to pay (or procure the payment of) any Taxes when due to
the appropriate taxing authority or fails to remit to the recipient the required




22









 






	 	 	 	receipts or other required documentary evidence, AGCO Iberia shall indemnify the
recipient for any incremental Taxes that may become payable by any recipient as a
result of any such failure except that such indemnity shall not apply to the extent
that it can be shown that (i) such recipient failed to provide reasonable written
notice to AGCO Iberia of such Taxes (the amount of which AGCO Iberia could not
otherwise have reasonably known would have arisen) or (ii) the Taxes arose because
of delay which was solely caused by actions or omissions of the recipient..
	 
	 	(f)	 	In the event that AGCO Iberia pays an additional amount or amounts pursuant to
Clause 8.2(a)(v)(c) or (e) (an “additional tax payment”), and in the event the
recipient thereof determines acting reasonably that, as a result of such additional tax
payment, it is effectively entitled to obtain, utilise and retain a refund of any Taxes
or a tax credit in respect of Taxes which reduces the tax liability of such recipient
(a “tax saving”), then such recipient shall, to the extent it can do so without
prejudice to the amount of any other deduction, credit or relief, upon actual receipt
of such tax savings reimburse to AGCO Iberia with such amount as such recipient shall
determine acting reasonably to be the proportion of the tax savings as will leave such
recipient (after such reimbursement) in no better or worse position than it would have
been in had the payment by AGCO Iberia in respect of which the foregoing additional tax
payment was made not been subject to any withholding or deduction on account of Taxes.
If AGCO Iberia shall have received from any recipient any amount described in the
preceding sentence and it is subsequently determined that such recipient was not
entitled to obtain, utilise or retain the amount of the tax savings claimed, then AGCO
Iberia shall repay such amount to such recipient. Each recipient shall have sole
discretion to arrange its affairs (including its tax affairs) without regard to this
Clause 8.2(f) and no recipient shall be obligated to disclose any information regarding
its affairs (including its tax affairs) or computations to AGCO Iberia.
	 
	 	(g)	 	If the Company or any of its successors is treated by Section 8(1) of the UK
Value Added Tax Act of making a supply to itself (a “self
supply”) of any service
supplied to it by ACGO Iberia under this Agreement or any other Transaction Document
then ACGO Iberia shall forthwith pay to the Company or such successor an amount equal
the amount of VAT chargeable in the self supply less the amount of credit for input tax
to which the Company or such successor is entitled in respect of the self supply.






	9.	 	MISCELLANEOUS
	 
	9.1	 	Waivers; amendments






	 	(a)	 	No failure or delay on the part of any party hereto in exercising any power,
right or remedy under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or remedy preclude any other
further exercise thereof or the exercise of any other power, right or remedy. The
rights and remedies herein provided shall be cumulative and nonexclusive of any rights
or remedies provided by law.




23









 






	 	(b)	 	Any provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by AGCO Iberia, the Company and the
Agent.






	9.2	 	Notices; payment information
	 
	 	 	All communications and notices provided for hereunder shall be provided in the manner
described in Clause 4 (Communications) to the Schedule of Definitions.
	 
	9.3	 	Governing Law; submission to jurisdiction;






	 	(a)	 	This Agreement, and, to the extent incorporated into, applied to or deemed
repeated in this Agreement, the Schedule of Definitions shall be governed by and
construed in accordance with Spanish law.
	 
	 	(b)	 	AGCO Iberia agrees that the courts of the city of Madrid shall have
jurisdiction to hear and determine any suit, action or proceeding, and to settle any
dispute, which may arise out of or in connection with this Agreement, any other
Transaction Document or the transactions contemplated hereby or thereby and, for such
purposes, irrevocably submits to the non-exclusive jurisdiction of such courts.
	 
	 	(c)	 	AGCO Iberia for itself irrevocably waives any objection which it might now or
hereafter have to the courts referred to in Clause 9.3(b) being nominated as the forum
to hear and determine any suit, action or proceeding, and to settle any dispute, which
may arise out of or in connection with this Agreement, any other Transaction Document
or the transactions contemplated hereby or thereby and agrees not to claim that any
such court is not a convenient or appropriate forum.
	 
	 	(d)	 	The submission to the jurisdiction of the courts referred to in Clause 9.3(b)
shall not (and shall not be construed so as to) limit the right of the Company or the
Agent to take proceedings against AGCO Iberia or any of its property in any other court
of competent jurisdiction, nor shall the taking of proceedings in any other
jurisdiction preclude the taking of proceedings in any other jurisdiction, whether
concurrently or not.
	 
	 	(e)	 	AGCO Iberia hereby consents generally in respect of any legal action or
proceeding arising out of or in connection with this Agreement, any other Transaction
Document or the transactions contemplated hereby or thereby, to the giving of any
relief or the issue of any process in connection with such action or proceeding
including the making, enforcement or execution against any property whatsoever
(irrespective of its use or intended use) of any order or judgment which may be made or
given in such action or proceeding. Without limiting the foregoing, AGCO Iberia agrees
to reimburse any successful claimant the costs of any legal action or proceeding
brought against AGCO Iberia pursuant to this Clause 9.3, including the cost of all
stamp duties (if any) payable in connection therewith.




24









 












	9.4	 	Integration
	 
	 	 	This Agreement and the other Transaction Documents contain the final and complete
integration of all prior expressions by the parties hereto with respect to the subject
matter hereof and shall constitute the entire Agreement among the parties hereto with
respect to the subject matter hereof, superseding all prior oral or written understandings.






	9.5	 	Severability and partial invalidity






	 	(a)	 	Any term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction.
	 
	 	(b)	 	If a court of competent jurisdiction determines that any term or provision of
this Agreement as written is invalid or unenforceable, the parties agree that the court
making the determination of invalidity or unenforceability shall reduce the scope,
duration, or area of the term or provision, delete specific words or phrases, or
replace any invalid or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the invalid
or unenforceable term or provision, and this Agreement shall be enforceable as so
modified after the expiration of the time within which the court’s judgment may be
appealed.






	9.6	 	Counterparts; facsimile delivery
	 
	 	 	This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same Agreement. Delivery
by facsimile of an executed signature page of this Agreement shall be effective as delivery
of an executed counterpart hereof.






	9.7	 	Successors and assigns; binding effect






	 	(a)	 	This Agreement shall be binding on the parties hereto and their respective
successors and assigns; provided that, except pursuant to the Receivables Servicing
Agreement, AGCO Iberia may not assign any of its rights or delegate any of its duties
hereunder or under any of the other Transaction Documents to which it is a party
without the prior written consent of the Agent.
	 
	 	(b)	 	AGCO Iberia acknowledges and consents to the provisions of Clause 9.8 (Consent
to disclosure) of the Receivables Funding Agreement which permit the CP Lender to
assign all or portions of its rights, interests and obligations in, to and under the
Transaction Documents.
	 
	 	(c)	 	Without limiting Clause 9.7(b), AGCO Iberia hereby (i) agrees and consents to
the assignment by the CP Lender from time to time of all or any part of its rights
under, interest in and title to this Agreement and the Purchased




25









 






	 	 	 	Receivables and other Asset Interests to any Program Support Provider, and (ii)
consents to and acknowledges the collateral assignment by the CP Lender of all of
its rights under, interest in and title to this Agreement and the Asset Interest to
the Agent.






	9.8	 	Consent to disclosure
	 
	 	 	AGCO Iberia hereby consents to the disclosure of any non-public information with respect to
it received by the Agent or any other Secured Party to any other Lender or potential Lender,
the Agent, any nationally recognised statistical rating organisation rating the CP Lender’s
Commercial Paper, any dealer or placement agent of or depositary for the CP Lender’s
Commercial Paper, the Administrator, any Program Support Provider or any of such Person’s
counsel or accountants in relation to this Agreement or any other Transaction Document to
the extent that such disclosure is, in the reasonable opinion of the Person making such
disclosure, appropriate in the context of the transactions contemplated herein and in the
other Transaction Documents or otherwise required in connection with such Person’s
Commercial Paper or other securitisation program or any transaction contemplated therein.
	 
	9.9	 	Confidentiality






	 	(a)	 	AGCO Iberia hereby agrees that it will not disclose the contents of this
Agreement or any other Transaction Document or any other proprietary or confidential
information disclosed to it by the Agent, the Administrator, any other Secured Party or
any Program Support Provider, respectively, to any other Person except (i) its auditors
and attorneys, employees or financial advisors (other than any commercial bank) and any
nationally recognised statistical rating organisation, provided such auditors,
attorneys, employees, financial advisors or rating agencies are informed of the highly
confidential nature of such information, (ii) an alternative commercial source of
financing in connection with a potential refinancing of the Advances in the event that
any Liquidity Lender shall have refused to extend the Commitment Termination Date
pursuant to Clause 2.10 (Non-renewing Liquidity Lenders) of the Liquidity Agreement, or
(iii) as otherwise required by applicable Law, by any order of a court of competent
jurisdiction or by any governmental, taxation or regulatory authority.
	 
	 	(b)	 	Subject to Clause 9.8 (Consent to disclosure), the Agent hereby agrees that it
will not disclose this Agreement or any other Transaction Document or the terms thereof
or any confidential information of or with respect to AGCO Iberia to any other Person
except as otherwise required by applicable Law, the applicable rules of any stock
exchange or similar body or order of a court of competent jurisdiction.






	9.10	 	No petition
	 
	 	 	AGCO Iberia hereby covenants and agrees that:






	 	(a)	 	prior to the date which is one (1) year and one (1) day after the payment in
full of all outstanding Commercial Paper or other rated indebtedness of the CP Lender,
it will not institute against, or join any other Person in instituting




26









 






	 	 	 	against, the CP Lender any proceeding of a type referred to in the definition of
Insolvency Event; and
	 
	 	(b)	 	prior to the date which is two years (2) and one (1) day after the Final Payout
Date, it will not institute against, or join any other Person in instituting against,
the Company any proceeding of a type referred to in the definition of Insolvency Event.






	9.11	 	No recourse






	 	(a)	 	AGCO Iberia acknowledges and agrees that the obligations of the CP Lender under
the Receivables Funding Agreement and any other Transaction Document to which it is a
party are solely the corporate obligations of the CP Lender and shall be payable solely
to the extent of funds received from Collections or from any party to any Transaction
Document in accordance with the terms thereof in excess of funds necessary to pay
matured and maturing Commercial Paper.
	 
	 	(b)	 	Notwithstanding anything to the contrary contained in this Agreement and save
as provided for in the Receivables Funding Agreement, the obligations of the Company
under this Agreement and all other Transaction Documents to which it is a party are
solely the corporate obligations of the Company and shall be payable solely to the
extent of funds received by the Company and available for application thereto in
accordance with the terms of the Receivables Servicing Agreement and the other
Transaction Documents.






	9.12	 	Third party beneficiary
	 
	 	 	Each of the parties hereto hereby acknowledges that the Company may assign all or any
portion of its rights under this Agreement and that such assignees may further assign, or
grant security interests in, their rights under this Agreement, and AGCO Iberia hereby
consents to any such assignment or grant. All such assignees and secured parties, and all
other Indemnified Parties, shall be third party beneficiaries of, and shall to the extent
provided in the relevant assignment agreement be entitled to enforce the Company’s rights
and remedies under, this Agreement to the same extent as if they were parties hereto.
Without limiting the generality of the foregoing, AGCO Iberia hereby acknowledges that the
Company has granted and will grant a security interest in all such rights, remedies and
powers under this Agreement to the Agent. AGCO Iberia agrees that the Agent (for the benefit
of the Secured Parties under the Security Documents) shall, subject to the terms of the
Receivables Funding Agreement, have the right to enforce this Agreement and to exercise
directly all of the Company’s rights and remedies under this Agreement, and AGCO Iberia
agrees to cooperate fully with the Agent in the exercise of such rights and remedies. AGCO
Iberia agrees to make available to the Agent copies of all notices and reports it is
required to give to the Company hereunder.
	 
	9.13	 	Characterisation
	 
	 	 	For the avoidance of doubt, the parties confirm their intention that any purchase and
transfer under or pursuant to this Agreement shall constitute a true sale of the Purchased
Receivables and the Related Assets and not a security arrangement for any




27









 






	 	 	obligations of AGCO Iberia. Following transfer of the Purchased Receivables and the Related
Assets, the Company shall have full and unencumbered title to, and interest in, and shall be
free to dispose of the Purchased Receivables and the Related Assets and shall be fully
entitled to receive and retain for its own account any Collections in respect of the
Purchased Receivables. AGCO Iberia shall not be liable for the credit risk relating to any
Purchased Receivable and the parties agree that the credit risk relating to all Purchased
Receivables shall pass from AGCO Iberia to the Company upon purchase. Except as specifically
provided in this Agreement, and without limiting the generality of the foregoing sentence,
each sale of a Receivable hereunder is made without recourse to AGCO Iberia and AGCO Iberia
shall not be liable for the collectibility of such Receivable; provided that:






	 	(a)	 	AGCO Iberia shall be liable to the Company for all representations, warranties
and covenants made by it pursuant to the terms of this Agreement (including but not
limited to the existence of a Purchased Receivable); and
	 
	 	(b)	 	such sale does not constitute and is not intended to result in an assumption by
the Company or any assignee thereof of any obligation of AGCO Iberia or any other
Person arising in connection with the Purchased Receivables, the Related Assets, or the
related Contracts, or any other obligations of the Originators.






	9.14	 	Waiver with respect to Agents
	 
	 	 	The parties to this Agreement acknowledge and accept that this Agreement provides that
certain of the parties hereto will, for certain purposes, act as the agent of one or more of
the other parties hereto and that, whilst so acting as agent, such parties may also act as
the counterparty to their principal for certain transactions effected pursuant to this
Agreement. Each party hereto hereby irrevocably waives all and any rights to challenge any
such transactions on the basis of any other party acting for the same transaction as its
agent and as its counterparty in accordance with the terms of this Agreement.
	 
	9.15	 	Mitigation






	 	(a)	 	The Company shall, in consultation with AGCO Iberia, take all reasonable steps
(other than the sale of any Purchased Receivables) to mitigate any circumstances which
arise and which would result in any amount becoming payable under or pursuant to Clause
8.2 (Taxes) including (but not limited to) transferring its rights and obligations
under the Transaction Documents to another Affiliate.
	 
	 	(b)	 	The taking of any action by the Company under Clause 9.15(a) above shall be
subject to the following conditions:






	 	(i)	 	AGCO Iberia shall indemnify the Company against any reasonable
costs incurred by the Company in taking any mitigating action; and
	 
	 	(ii)	 	the Company shall not be obliged to take any action under
Clause 9.15(a) which in its reasonable opinion would be materially prejudicial
to it.




28









 











IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their
duly authorised officers on the date hereof.



	 	 	 
	SIGNED by                                        ,

                    , duly authorised for and

on behalf of AGCO Iberia S.A.

	 	)

)
	 
	 	 
	SIGNED by                                        ,

                    ,
duly authorised for and

on behalf of AGCO RECEIVABLES
LIMITED

	 	)

)
	 
	 	 
	SIGNED by                                        ,

                    ,
duly authorised for and

on behalf of AGCO Limited

	 	)

)
	 
	 	 
	SIGNED by                                        ,

                    ,
duly authorised for and

on behalf of COÖPERATIEVE

CENTRALE RAIFFEISEN-

BOERENLEENBANK B.A (trading as

RABOBANK INTERNATIONAL),

LONDON BRANCH

	 	)

)

)

)






29









 






EXHIBIT A-1

FORM OF ASSIGNMENT DEED

(English Version)



Number [•]



NOTARIAL DEED OF FORMALISATION OF ASSIGNMENT OF RECEIVABLES



In [•], on [•].



Before me, Mr./Ms. [•], Public Notary of the Association of Notaries of [•], resident in [•],




APPEARS:



MR./MS. [...], of legal age, of [•] nationality, [marital status], with address at [•], holder of
National Identity Card/Passport number [•], in force; and



MR./MS. [...], of legal age, of [•] nationality, [marital status], with address at [•], holder of
National Identity Card/Passport number [•], in force.




ACTING:



MR./MS. [•], for and on behalf of the company of Spanish nationality named AGCO Iberia, S.A., with
registered address at [•], incorporated for an indefinite period in a public deed granted before
the Notary of [•], Mr./Ms. [•], on
[date], under protocol number [•] (hereinafter, “AGCO Iberia”).



Said company is registered in the Companies Registry of [this] province, in Volume [•], Book [•],
Clause [•], Sheet [•], Page number [•],[•] entry.



This company’s Tax Identification Number is [•]



MR./MS. [•], for and on behalf of [•], a limited liability company organized under the laws of [•],
with its principal office at [•] (hereinafter, the
“Company”), pursuant to a power of attorney duly
notarised and apostilled, granted before the Notary Public of [•] Mr./Ms. [•], dated [•], according
to the authorised copy of said power of attorney which he/she shows to me and of which I attach a
copy to this document, considering its whole content to be herein reproduced.



AGCO
Iberia and the Company shall hereinafter be referred to jointly as the “Parties”.



These persons have, in my judgement, the necessary legal capacity for this act and to this end,




30









 








THEY WITNESSETH





	I.	 	That the Parties entered into a contract named Receivables Transfer Agreement dated as of
[•]
(hereinafter referred to as the “Agreement”), which was notarised in Spain by means
of a public deed granted before the Notary of [•], Mr.
[•], dated [•], under
protocol number [•].
	 
	II.	 	That pursuant to that Agreement on [ ] (the “Purchase Date”) AGCO Iberia has sold to the
Company (who has acquired them) the Purchased Receivables (as defined in the Agreement) and
the credit rights arising therefrom (the “Purchased Receivables”), identified in several lists
(the “Lists of Purchased Receivables”).
	 
	III.	 	AGCO Iberia brings to the granting of this deed the Lists of Purchased Receivables mentioned
in paragraph II above [in electronic form], which are delivered to me, the Notary, for them to
be [attached to the original document of this public deed / deposited with me, the Notary].
The person appearing on behalf of AGCO Iberia represents that the purchase price has been paid
to AGCO Iberia in full for the Purchased Receivables.




This being set forth, the Parties, in accordance with the provisions of the Agreement, have agreed
to execute this deed of FORMALISATION OF ASSIGNMENT OF RECEIVABLES according to the following,




CLAUSES




ONE. PAYMENT OF PURCHASE PRICE.



AGCO Iberia represents it has received from the Company the relevant payment for the Purchased
Receivables, as stated in Recital III above, and hereby grants formal receipt of such amount to the
Company].



The Purchased Receivables which form the subject of the present Assignment Deed are taken up in the
Lists of Purchased Receivables [attached hereto / deposited with the Notary] including [•]
Receivables for a total amount of EUR [•]:





	(i)	 	Number of Purchased Receivables: [•]
	 
	(ii)	 	Amount of Purchased Receivables: [•]





TWO. ASSIGNMENT OF RECEIVABLES



In accordance with the provisions of the Agreement, AGCO Iberia hereby declares that on the
Purchase Date it has transferred ownership of the Purchased Receivables to the Company, who has
acquired them, in accordance with the provisions of Articles 347 and 348 of the Spanish Commercial
Code, being, therefore, AGCO Iberia responsible for the existence and legitimacy of the credit, but
not for the Obligor’s solvency, under the terms and conditions of the Agreement, and regarding the
Purchased Receivables represented by draft instruments (título-valor o documento cambiario) or in
any document or instrument that has the purpose of transferring funds (instrumentos con función de
giro), in accordance with the provisions of Article 24 of the Spanish Ley Cambiaria y del Cheque,
and all rights, actions and privileges that AGCO Iberia held by virtue of the Purchased Receivables
included in each of the Lists of Purchased Receivables mentioned in Recital III above with respect
to the debtors of such



31









 








Purchased Receivables. For the purposes of Article 1,526 of the Spanish Civil Code, the Parties
hereby execute this notarial deed through which the aforementioned transfer of Purchased
Receivables is notarised.



The appearing persons deliver to me, the Notary, the abovementioned Lists of Purchased Receivables
[in electronic form][, which I attach to the original document of this public deed / which I
deposit with me], considering its whole content to be herein reproduced, and which includes the
Purchased Receivables, which are outstanding receivables relating to invoices (including any
applicable value added tax) issued to customers by AGCO Iberia with an invoice issue date falling
in the period commencing on (and including) [insert date of previous Assignment Deed, if any, or
any previous date in case of the first Assignment Deed] and ending on (but excluding) [include date
of the Assignment Deed]. [The first and the last Purchased Receivables transferred by AGCO Iberia
and included in the Lists of Purchased Receivables deposited with me are identified in Annex [ ]
to this Deed.]



In addition, certain Purchased Receivables are evidenced by draft instruments (título-valor o
documento cambiario) or in any document or instrument that has the purpose of transferring funds
(instrumentos con función de giro), which credit rights arising therein have been transferred by
means of an ordinary assignment to the Company, acquiring likewise the Company, the ownership of
the physical document, draft instruments (título-valor o documento cambiario) or any document or
instrument that has the purpose of transferring funds (instrumentos con función de giro)
representing such credit rights. Nonetheless, it is agreed, that except otherwise indicated to AGCO
Iberia by the Company, in these cases, AGCO Iberia shall retain mere direct possession (posesión
inmediata) of such physical document itself, for the purposes of AGCO Iberia’s agency collection
obligations vis-à-vis the relevant debtors pursuant to the Agreement, which in any case would be
delivered immediately by AGCO Iberia to the Company at its simple request.



[Lists of Purchased Receivables shall identify all the receivables. With respect to those which are
evidenced by draft instruments (título-valor o documento cambiario) or in any document or
instrument that has the purpose of transferring funds (instrumento con función de giro), please
note that it has to be expressly declared:





	(i)	 	the type of draft document, i.e. promissory note (pagaré), bill of credit (letra de cambio),
etc. in which the relevant receivable is documented and
	 
	(ii)	 	the purchase price for the acquisition of each receivable]




The electronic details of the Purchased Receivables will be [also] held on a database located at
[•] (the “Database”) and identified
under the reference [•] and such Database permits the
identification of the identity and address of each Obligor (including corporate name), the amount
of the Purchased Receivable, whether it included value added tax, its due date, invoice date and
invoice number.



AGCO Iberia expressly acknowledges that all the rights, title, security interests and other rights
of AGCO Iberia relating to the Purchased Receivables specified above, have been transferred to the
Company and acquired by it on the Purchase Date and such transfer is formalised as a notarial deed
by means of this Assignment Deed. The Company thus has acquired full legal title and ownership in
all rights, title, security interests and other rights of the Sellers relating to the Receivables
specified above simultaneously to the delivery of the

32









 






Accounts Receivables Listings (as this expression is defined in the Agreement) to the Company.



This document will be part of the Agreement which will, therefore, be fully applicable to the
assignment of Purchased Receivables to which it refers and its granting will be notified to
Rabobank International, London Branch, as Agent by AGCO Iberia.



This document has been drafted in Spanish and in English. Should any discrepancy exist between the
terms of both versions, the Spanish version shall prevail.



[Notarial language for closing of the deed]




33









 








EXHIBIT A-2




[To be discussed]




Form of Assignment Deed

(Spanish Version)



Número [•]



ESCRITURA DE ELEVACIÓN A PÚBLICO DE CESIÓN DE DERECHOS DE CRÉDITO.



En [•], a [•].



Ante mí, D./Da [•], Notario del Ilustre Colegio de [•], con residencia en [•],




COMPARECEN:



DON/DOÑA [•], mayor de edad, de nacionalidad [•], [estado civil], con domicilio en [•], titular de
[D.N.I./Pasaporte] número [•], vigente; y



DON/DOÑA [•], mayor de edad, de nacionalidad [•], [estado civil], con domicilio en [•], titular de
[D.N.I./Pasaporte] número [•], vigente




INTERVIENE:



DON/DOÑA [•], en nombre y representación de la compañía mercantil de nacionalidad española
denominada AGCO Iberia, S.A., domiciliada en [•], constituida con duración indefinida en escritura
autorizada por el/la Notario de [•], Don/Doña [•], el día [•], con número [•] de protocolo (en
adelante, “AGCO Iberia”).



INSCRITA en el Registro Mercantil de [esta provincia], en el Tomo [•], Libro [•], Folio [•],
Sección [•], Hoja número [•], inscripción [•].



Tiene el C.I.F. número [•].



DON/DOÑA [•], en nombre y representación de la entidad denominada [•], constituida y
debidamente existente conforme a la legislación de [•], domiciliada en [•] (en
adelante, la “Compañía”), en virtud de poder debidamente notarizado y apostillado otorgado para
este acto ante el/la Notario de [•], D./Da. [•], en fecha [•], que me exhibe el compareciente y del
que tomo testimonio que dejo unido a la matriz de esta escritura, dando por reproducido su
contenido.



AGCO Iberia y la Compañía serán denominados conjuntamente de ahora en adelante como las Partes.




34









 







Los comparecientes tienen a mi juicio, según interviene, la capacidad legal necesaria para este
acto, y al efecto,




EXPONEN





	I.	 	
 Que las Partes han celebrado un contrato denominado Contrato de Transmisión de Créditos
(“Receivables Transfer Agreement”; en adelante, el
“Contrato”) de fecha [•], que fue elevado a
público en España por medio de [escritura pública / póliza] otorgada ante el Notario de [•],
D. /Da [•], de fecha [•][, con el número de protocolo [ ]].
	 
	II.	 	Que de acuerdo con el referido Contrato, el [ ] de [ ] de [ ] (la “Fecha de Compra”)
AGCO Iberia ha vendido a la Compañía, quien los ha comprado, ciertos derechos de crédito
(“Purchased Receivables”, tal y como dicho término se define en el Contrato) (los “Derechos de
Crédito Adquiridos”), los cuales se hallan identificados en varios listados (los “Listados de
Derechos de Crédito Adquiridos”).
	 
	III.	 	AGCO Iberia aporta al otorgamiento de esta escritura los Listados de Derechos de Crédito
Adquiridos referidos en el Expositivo II anterior [en formato electrónico] que me entregan a
mí, el Notario, [para unir los originales a la matriz de esta escritura / para su depósito].
AGCO Iberia declara que el precio de compra de los Derechos de Crédito Adquiridos le ha sido
íntegramente pagado.




Y expuesto lo anterior, las Partes otorgan esta escritura DE ELEVACIÓN A PÚBLICO DE CESIÓN DE
CRÉDITOS de acuerdo con las siguientes




CLÁUSULAS




PRIMERA.- PAGO DEL PRECIO DE COMPRA.



AGCO Iberia declara que ha recibido de la Compañía la cantidad correspondiente al pago por los
Derechos de Crédito Adquiridos, tal y como se menciona en el Expositivo III anterior, y por la
presente escritura concede a la Compañía la más formal carta de pago por dicha cantidad.



Los Derechos de Créditos Adquiridos objeto de la presente escritura se recogen en los Listados de
Derechos de Crédito Adquiridos [adjuntos a la presente / depositados ante este Notario], y que
incluyen [•] Créditos por un importe total de Euros [•].





	(i)	 	
 Número de Derechos de Créditos Adquiridos: [•]
	 
	(ii)	 	Importe de los Derechos de Créditos Adquiridos: [•]





SEGUNDA.- CESIÓN DE DERECHOS DE CRÉDITO.



De acuerdo con lo previsto en el Contrato, AGCO Iberia por la presente declara haber transmitido en
la Fecha de Compra a la Compañía la propiedad de los Derechos de Crédito Adquiridos, propiedad que
ha sido adquirida por la Compañía, todo ello de acuerdo con lo establecido en los artículos 347 y
348 del Código de Comercio, por lo que AGCO Iberia responde de la existencia y legitimidad del
crédito, pero no de la solvencia del deudor final, en los términos previstos en el Contrato, y, en
relación con los Derechos de Crédito


35









 






representados por títulos valores o documentos cambiarios o cualquier otro documento o instrumento
con función de giro, de acuerdo con el artículo 24 de la Ley Cambiaria y del Cheque, y de todos los
derechos, acciones y privilegios de los que AGCO Iberia era titular en virtud de los Derechos de
Crédito Adquiridos incluidos en cada Listado de Derechos de Crédito Adquiridos referido en el
Expositivo II anterior frente a los deudores de tales Derechos de Crédito. A efectos de lo
dispuesto en el artículo 1526 del Código Civil, las Partes otorgan la presente escritura por la que
la referida cesión de Derechos de Crédito es elevada a público.



Los comparecientes me entregan a mí, el Notario, cada uno de los Listados de Derechos de Crédito
Adquiridos [en formato electrónico][, que dejo unidos a la matriz de esta escritura / que quedan
depositados], dando por reproducido su contenido, que incluye los Derechos de Crédito Adquiridos,
que son derechos de crédito relativos a todas las facturas (incluyendo el correspondiente impuesto
sobre el valor añadido) emitidas a los clientes por AGCO Iberia con una fecha de emisión dentro del
periodo que comienza (e incluye) [insertar la fecha de la última escritura de cesión, en su caso, o
cualquier fecha anterior en caso de tratarse de la primera escritura de cesión] y termina (pero
excluyendo) [insertar fecha de la escritura de cesión]. [El primer y el último Derecho de Crédito
Adquirido transmitido por AGCO Iberia e incluido en los Listados de Derecho de Crédito depositados
conmigo se identifican en el Anexo [ ] a la presente escritura]



Asimismo, ciertos Derechos de Crédito Adquiridos se encuentran incorporados a un título-valor o
documento cambiario o a cualquier otro documento similar con función de giro. Dichos derechos de
crédito han sido en la Fecha de Compra mediante cesión ordinaria a la Compañía, y por lo tanto son
propiedad de ésta, adquiriendo igualmente la Compañía, la propiedad del documento, título-valor,
documento cambiario o instrumento con función de giro que representa tales derechos de crédito. Sin
perjuicio de ello, queda acordado que, salvo indicación en contrario a AGCO Iberia por la Compañía,
en estos casos AGCO Iberia mantendrá la posesión inmediata de tales documentos, a los meros efectos
de cumplir con sus obligaciones de gestión de cobro frente a los deudores según lo dispuesto en el
Contrato, y quedando, en todo caso, obligada AGCO Iberia a su inmediata entrega a la Compañía a la
sola petición de ésta.



[Los Listados de Derechos de Crédito Adquiridos deberán identificar todos los derechos de crédito.
En relación con aquellos documentados mediante títulos-valores o documentos cambiarios o cualquier
instrumento con función de giro, debe ser expresamente señalado lo siguiente:





	(i)	 	
 el tipo de título-valor (pagaré, letra de cambio, etc.) mediante el cual está instrumentado;
y
	 
	(ii)	 	el precio de adquisición de cada derecho de crédito]




Los datos electrónicos de los Derechos de Crédito Adquiridos serán, asimismo, mantenidos en una
base de datos localizada en [•] (“Database”) e identificados bajo la referencia [•] y dicha
Database permite la identificación de la identidad y dirección de cada Deudor (incluyendo la
denominación social), el importe del Derecho de Crédito, incluyendo el impuesto sobre el valor
añadido, fecha en la que es debido, fecha de emisión y número de factura.




36









 







AGCO Iberia reconoce en este acto expresamente que todos los derechos, títulos, garantías y
cualesquiera otros derechos que AGCO Iberia pudiese tener en relación con los Derechos de Crédito
mencionados fueron cedidos a la Compañía y adquiridos por ésta en la Fecha de Compra, y que dicha
cesión se eleva a público por la presente. La Compañía, en consecuencia, ha adquirido en la Fecha
de Compra la titularidad y propiedad legal de todos los derechos, títulos, garantías y cualesquiera
otros derechos que AGCO Iberia pudiese tener en relación con los Derechos de Crédito referidos
anteriormente en virtud de la remisión a la Compañía del Listado de Cuentas de Créditos (Accounts
Receivables Listings, tal y como esta expresión se define en el Contrato).



El presente documento formará parte del Contrato que será, en consecuencia, totalmente aplicable a
la cesión de los Derechos de Crédito a los que hace referencia y su otorgamiento será comunicado
por AGCO Iberia a Rabobank International, London Branch, en su condición de Agente.



El presente documento ha sido redactado en español y en inglés. En el caso de que existiese
cualquier discrepancia entre los términos de ambas versiones, prevalecerá la versión española.



[Cierre de la escritura]]




37









 





ANNEX I

LISTS OF PURCHASED RECEIVABLES




LISTADOS DE DERECHOS DE CRÉDITO ADQUIRIDOS





38









 





			
	 	 	 
	EXECUTION COPY







Dated 13 October 2006





	 	(1)	 	AGCO S.A. as AGCO France	 
	 
	 	(2)	 	AGCO RECEIVABLES LIMITED as the Company	 
	 
	 	(3)	 	AGCO LIMITED as Master Servicer	 
	 
	 	(4)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A (trading as RABOBANK
INTERNATIONAL), LONDON BRANCH as Agent





 






RECEIVABLES TRANSFER AGREEMENT

 










PARIS




 









 





CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Page
	1.

	 	Definitions and interpretation
	 	 	1	 
	2.

	 	Assignment of Receivables
	 	 	2	 
	3.

	 	Representations and warranties
	 	 	5	 
	4.

	 	Covenants
	 	 	9	 
	5.

	 	Administration and collection
	 	 	13	 
	6.

	 	Assignments
	 	 	15	 
	7.

	 	Termination
	 	 	16	 
	8.

	 	Indemnification
	 	 	16	 
	9.

	 	Miscellaneous
	 	 	20	 
	 
	 	 	 	 	 	 
	Exhibit	 	 	 	 
	 
	A.

	 	Form of Repurchase Assignment	 	 	 	 






 i 




 









 




THIS RECEIVABLES TRANSFER AGREEMENT is dated 13 October 2006 and made between:





	(1)	 	AGCO S.A., a société anonyme incorporated under the laws of France (“AGCO France”);
	 
	(2)	 	AGCO RECEIVABLES LIMITED, a company incorporated under the laws of England and Wales (the
“Company”);
	 
	(3)	 	AGCO LIMITED, a company incorporated under the laws of England and Wales (in its capacity as
Master Servicer as appointed under the Receivables Servicing Agreement, the “Master
Servicer”); and
	 
	(4)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A, (trading as RABOBANK INTERNATIONAL),
LONDON BRANCH acting in its capacity as Agent (the “Agent”) for Erasmus Capital Corporation
(the “CP Lender”).





BACKGROUND:





	(A)	 	AGCO France has originated and is the owner of certain Receivables and intends, from time to
time, to originate further Receivables.
	 
	(B)	 	AGCO France wishes to assign certain of its Receivables to the Company from time to time and
the Company desires to acquire such Receivables from AGCO France from time to time.
	 
	(C)	 	AGCO France and the Company wish to set out the terms on which AGCO France may assign, and
the Company may acquire, certain Receivables.




IT IS AGREED that:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Terms defined in Schedule of Definitions
	 
	 	 	In this Agreement, unless otherwise defined herein or the context otherwise requires,
capitalised terms have the meanings set forth in the Master Schedule of Definitions,
Interpretations and Construction, dated as of the Closing Date and signed by the parties
hereto and others for the purposes of identification (the “Schedule of Definitions”).
	 
	1.2	 	Interpretation and construction
	 
	 	 	The principles of interpretation, construction and calculation set forth in Clauses 2 and 3
of the Schedule of Definitions apply to this Agreement as if fully set forth herein.
	 
	1.3	 	Amendments to Schedule of Definitions
	 
	 	 	No amendment, restatement, supplement or other modification to the Schedule of Definitions
after the date of this Agreement shall affect the terms of this Agreement unless approved in
writing by the parties to this Agreement.




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	1.4	 	The Agent
	 
	 	 	The parties to this Agreement acknowledge that the Agent is a party to this Agreement, inter
alia, for the purposes of obtaining the benefit of the obligations of AGCO France hereunder.
The Agent shall have no responsibility or liability as a result of its being party to this
Agreement.
	 
	2.	 	ASSIGNMENT OF RECEIVABLES
	 
	2.1	 	Subrogation and transfer of Receivables






	 	(a)	 	On the terms and subject to the conditions set forth herein, AGCO France agrees
to assign to the Company, and the Company agrees to acquire from AGCO France, by way of
subrogation in accordance with Article 1250-1° of the French Civil Code, on any
Purchase Date prior to the Termination Date, all of AGCO France rights, title and
interest in, to and under:






	 	(i)	 	the Receivables specified from time to time in Accounts
Receivables Listings to be made available to the Agent on such day in
accordance with Clause 2.1(b),
	 
	 	(ii)	 	all Related Assets in relation thereto (whether now existing or
hereafter arising or acquired); and
	 
	 	(iii)	 	all proceeds of the foregoing.






	 	(b)	 	On each Reporting Date immediately preceding a Purchase Date or in the case of
the first Purchase Date, on or before the Closing Date, the Master Servicer shall make
available to the Agent an Account Receivables Listing setting out the Receivables to be
assigned to and transferred to the Company under this Agreement on such Purchase Date.
On the same Reporting Date, the Master Servicer shall make available to the Agent (or
any other Person designated by the Agent) an Obligor Information Listing relating to
the Receivables set out on the Account Receivables Listing to be made available to the
Agent on such day.






	2.2	 	Assignments of Receivables






	 	(a)	 	On each Purchase Date, and subject to the terms and conditions of this
Agreement:






	 	(i)	 	the Company shall deposit into the AGCO France Account an
amount equal to the Subrogation Price for all Receivables identified in the
relevant Account Receivables Listing in immediately available funds in Euro on
such Purchase Date; and
	 
	 	(ii)	 	AGCO France shall deliver to the Company the Subrogation
Certificate relating to the Receivables assigned hereunder on such Purchase
Date.






	 	(b)	 	The parties hereto agree that upon the payment by the Company to AGCO France of
the Subrogation Price with respect to any Receivables, AGCO




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	 	 	 	France shall Subrogate the Company absolutely to all of its rights and interests in,
under and to, and all of its claims in respect of such Receivables and all Related
Assets with respect thereto in accordance with Article 1250-1° of the French Civil
Code and pursuant to the terms and conditions of this Agreement.
	 
	 	(c)	 	AGCO France and the Company hereby agree that the Subrogation Price payable by
the Company pursuant to, and in accordance with, this Clause 2.2 shall be inclusive of
all value added taxes and comparable or similar Taxes and that (A) the Company shall
have no responsibility to pay any additional amount in respect of any such Taxes, and
(B) in the event that any such Taxes are payable with respect to the payment or receipt
of any such Subrogation Price, AGCO France shall promptly pay such Taxes in full or, to
the extent such Taxes have already been paid by any other Person legally obligated to
pay such Taxes, AGCO France shall promptly reimburse such Person in full, whether out
of such purchase price received by it or otherwise.
	 
	 	(d)	 	Where any value added taxes are fully recoverable by the Company, the Purchase
Price shall be exclusive of value added taxes and the Company shall pay those value
added taxes on receipt of a valid value added taxes invoice.






	2.3	 	Collections






	 	(a)	 	If, on any day, any Purchased Receivable becomes a Diluted Receivable, other
than by reason of the operation of Clause 2.3(b) and except to the extent that the same
is not reflected in the Dilution Adjustment, AGCO France shall be deemed to have
received on such day a Collection of such Purchased Receivable in the amount of the
reduction, adjustment or cancellation of the Outstanding Balance thereof which resulted
in such Receivable being a Diluted Receivable.
	 
	 	(b)	 	If any of the representations or warranties in Clauses 3.2(a), (d), (e), (f),
(g), (h), (i), (j) or (k) is not true on or by reference to the facts existing on the
day such representation or warranty was given with respect to a Purchased Receivable,
AGCO France shall be deemed to have received on such day a Collection of such Purchased
Receivable in full.
	 
	 	(c)	 	If AGCO France is deemed to have received a Collection on any Purchased
Receivable pursuant to Clause 2.3(a) or (b), AGCO France shall be obliged to pay an
amount equal to such Deemed Collection to or to the order of the Company, such payment
becoming due on the date of the Deemed Collection but not payable until the Settlement
Date next following the date of the Deemed Collection, provided that if a Termination
Event or Potential Termination Event has occurred and is continuing, such payment shall
be due and payable on the date of the Deemed Collection.
	 
	 	(d)	 	Notwithstanding any other provisions of this Agreement, payment to the Company
by AGCO France of the full amount of all Collections deemed to have been received by
AGCO France under Clause 2.3(b) with respect to a breach of the representation and
warranty appearing in Clause 3.2(a) with respect to any Purchased Receivable shall
constitute a full discharge and release of AGCO France from any claims, rights and
remedies which the




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	 	 	 	Company may have against AGCO France arising from such breach, but shall not affect
any rights or remedies arising from a breach of such representation or warranty to
the extent that it applies to any other Purchased Receivable or a breach of any
other representation or warranty in Clause 3 (Representations and Warranties).
	 
	 	(e)	 	To the extent that (i) the Company has received in accordance with Clause
2.3(c) the full Outstanding Balance of a Purchased Receivable referred to in Clause
2.3(b) and (ii) the Company subsequently received Collections with respect to such
Purchased Receivable, the Company shall pay to AGCO France the Collections so received.






	2.4	 	Payments and computations, etc.






	 	(a)	 	Euro is the currency of account for each payment made or to be made under this
Agreement.
	 
	 	(b)	 	Except as otherwise expressly provided herein, all amounts (including, but not
limited to the remittance of any Collections) to be paid or deposited by any Person
hereunder shall be paid or deposited in accordance with the terms hereof on the day
when such amounts are due, in immediately available funds. If any amount hereunder is
payable on a day which is not a Business Day, such amount shall be payable on the next
succeeding Business Day.
	 
	 	(c)	 	Without prejudice to Clause 8.2 (Taxes), all payments by AGCO France under this
Agreement shall be made free of any set-off or counterclaim on the part of any Person.
	 
	 	(d)	 	Any payment by an Obligor in respect of any amounts owed by it in respect of
any Purchased Receivable shall:






	 	(i)	 	except as otherwise specified by such Obligor, be in a form
customary between such Obligor and AGCO France (and provided that such
specification shall, if requested by the Company, be evidenced in writing); and
	 
	 	(ii)	 	unless otherwise required by contract or any applicable law and
unless otherwise instructed by the Company, be applied as a Collection of any
Purchased Receivables of such Obligor, in accordance with the Credit and
Collection Policy, to the extent of any amounts then due and payable thereunder
before being applied to any other Receivable or other obligation of such
Obligor.






	2.5	 	Default fees
	 
	 	 	If AGCO France fails to pay any amount when due hereunder, such Person agrees to pay to the
Company, on demand, interest on such unpaid amount, at a rate equal to the Default Rate.




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	2.6	 	Bills of exchange, etc.
	 
	 	 	AGCO France shall upon the occurrence of a Termination Event or Potential Termination Event
or upon the designation of a Master Servicer other than the Parent or an Affiliate of the
Parent pursuant to Clause 2.1 (Appointment of Master Servicer) of the Receivables Servicing
Agreement endorse in blank and deliver to the Company (or any other Person as requested by
the Agent) each bill of exchange, promissory note and similar draft instrument or instrument
that has the purpose of transferring funds it receives in relation to any Affected Asset.
With respect to any bill of exchange in electronic form, AGCO France shall endorse such
instrument by instructing the relevant collecting bank to note the Company and such other
Person as the new beneficiary of such instrument.
	 
	2.7	 	Subrogation Fee
	 
	 	 	In consideration for the Company entering into this Agreement and agreeing periodically to
acquire receivables from AGCO France, AGCO France shall pay to the Company, on each
Settlement Date, an amount in immediately available funds equal to the Subrogation Fee. AGCO
France and the Company agree to revise the calculation of Subrogation Fee as both parties
consider appropriate.
	 
	3.	 	REPRESENTATIONS AND WARRANTIES
	 
	3.1	 	Representations and warranties relating to AGCO France
	 
	 	 	AGCO France hereby represents and warrants to the Company and the Agent, on the date hereof,
on each Purchase Date and each Settlement Date:






	 	(a)	 	Corporate Existence and Power. It:






	 	(i)	 	is a body corporate duly organised and validly existing under
the laws of its jurisdiction of incorporation; and
	 
	 	(ii)	 	has all corporate power and all governmental licences,
authorisations, consents and approvals required to carry on its business in
each jurisdiction in which its business is conducted, the failure to have which
would have a Material Adverse Effect.






	 	(b)	 	No Conflict. The execution, delivery and performance by it of each Transaction
Document to which it is a party, and its use of the proceeds of assignments made
hereunder:






	 	(i)	 	are within its corporate powers;
	 
	 	(ii)	 	have been duly authorised by all necessary corporate action and
have been duly executed and delivered;
	 
	 	(iii)	 	do not contravene or violate:






	 	(A)	 	any of its Organic Documents;




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	 	(B)	 	any law, rule or regulation applicable to it
which would result in a Material Adverse Effect;
	 
	 	(C)	 	any restrictions under any agreement, contract
or instrument to which it is a party or by which it or any of its
property is bound which would result in a Material Adverse Effect; or
	 
	 	(D)	 	any order, writ, claim form, judgment, award,
injunction or decree binding on or affecting it or any of its property;
and






	 	(iv)	 	do not result in the creation or imposition of any Adverse
Claim on its assets (except as created under any Transaction Document).






	 	(c)	 	Governmental Authorisation. No authorisation or approval or other action by,
and no notice to or filing with, any Official Body or regulatory body, the absence of
which could have a Material Adverse Effect, is required for the due execution, delivery
and performance by it of any Transaction Documents to which it is a party.
	 
	 	(d)	 	Binding Effect. Each Transaction Document to which it is a party constitutes
the legal, valid and binding obligations of it enforceable against it in accordance
with its terms (as such enforcement may be subject to any applicable Enforcement
Limitation).
	 
	 	(e)	 	Accuracy of Information. All information furnished or made available by or on
behalf of it to the Company for the purposes of or in connection with this Agreement,
any of the other Transaction Documents, or any transaction contemplated hereby or
thereby is, and all such information hereafter furnished or made available by or on
behalf of it to the Company shall, to the best of its knowledge and belief, be, true,
accurate and complete in every material respect on the date such information is stated
or certified.
	 
	 	(f)	 	Financial Statements. Each of its audited balance sheets and the statements of
income relating thereto delivered pursuant to Clause 4.1(a)(i) have been prepared in
accordance with GAAP relevant to it consistently applied and present a true and fair
view of its financial condition at the end of the fiscal year to which they relate.
	 
	 	(g)	 	Places of Business. Its registered office, Centre of Main Interest and
principal places of business where it keeps all its Records are located at the address
listed in Exhibit 1 to the Schedule of Definitions or such other locations notified to
the Company in accordance with Clause 4.2(a).
	 
	 	(h)	 	Actions, Suits. There are no actions, suits or proceedings pending or, to its
knowledge threatened against or affecting it or any of its properties in or before any
court, arbitrator or other body, which would have a Material Adverse Effect. It is not
in default with respect to any order of any court, arbitrator or governmental body
which default would have a Material Adverse Effect.




6









 






	 	(i)	 	Other Defaults. It does not have Indebtedness (other than to another Group
Company) having an aggregate amount in excess of the Threshold Amount or the foreign
exchange equivalent thereof which has been declared to be or otherwise has become due
and payable prior to its scheduled maturity date.
	 
	 	(j)	 	Sovereign Immunity. Neither it nor any of its properties or assets has any
right of immunity on the grounds of sovereignty or otherwise from any legal action,
suit or proceeding, set-off or counterclaim, the jurisdiction of any competent court,
service of process upon it or any agent, attachment prior to judgment, attachment in
aid of execution, execution or any other process for the enforcement of any judgment or
other legal process in respect of any of their respective obligations under any
Transaction Document to which it may be a party. To the extent that, notwithstanding
the foregoing, AGCO France has or may have any such immunity, such right of immunity is
hereby irrevocably and unconditionally waived.
	 
	 	(k)	 	Corporate Information. All shareholders’ resolutions or other events or
circumstances with respect to it (including all excerpts from any commercial register)
which are required or which are capable of being recorded in the commercial register in
the jurisdiction of its incorporation has been so recorded, unless any failure to do so would not have a Material Adverse Effect.
	 
	 	(l)	 	Solvency. It is solvent and able to pay its debts as they fall due and has not
suspended or threatened to suspend making payments (whether of principal or interest)
with respect to all or any class of its debts and will not become insolvent or unable
to pay its debts in consequence of any obligation or transaction contemplated in the
Transaction Documents.
	 
	 	(m)	 	Insolvency procedures. No corporate action has been taken or is pending, no
other steps have been taken (whether out of court or otherwise) and no legal
proceedings (other than any frivolous and vexatious proceedings which are dismissed
within 10 days) have been commenced or are threatened or are pending for:






	 	(i)	 	its bankruptcy, liquidation, suspension of payments, controlled
management, winding-up, liquidation, dissolution, administration or
reorganisation; or
	 
	 	(ii)	 	it to enter into any composition or arrangement with its
creditors; or
	 
	 	(iii)	 	the appointment of a receiver, administrative receiver or
similar officer in respect of it or any of its property, undertaking or assets.






No event equivalent to any of the foregoing has occurred in or under the laws of any
relevant jurisdiction.



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	3.2	 	Further representations and warranties of AGCO France
	 
	 	 	AGCO France, in connection with any Receivables acquired (or purported to be acquired) by
the Company hereunder represents and warrants to the Company and Agent on the date hereof,
on each Purchase Date and each Settlement Date as follows:






	 	(a)	 	Eligible Receivables. Each of the Receivables assigned or purported to be
assigned by the Company under this Agreement is a French Eligible Receivables which is
validly existing and validly evidenced for the full nominal amount thereof.
	 
	 	(b)	 	Account Receivables Listings. All information contained in each Account
Receivables Listing is complete true and accurate in every material respect on the date
on which it is delivered.
	 
	 	(c)	 	Credit and Collection Policy. Except as otherwise permitted under, or
contemplated by, this Agreement, the Credit and Collection Policy has not been amended
or modified in any respect which would have a Material Adverse Effect.
	 
	 	(d)	 	Transfer of Receivables. Subject to Clause 2.1, each assignment by AGCO France
of any Receivables hereunder, together with the delivery by AGCO France to the Company
of a Subrogation Certificate with respect to such Receivables, subsequent to the
payment of the Subrogation Price in respect of such Receivables by the Company, shall
be effective as a subrogation against AGCO France and, with respect to the Obligor to
which such Receivables relate, such Obligor to transfer to the Company all of AGCO
France’s present and future right and title to and interest in such Receivables and the
Related Assets, free and clear of any Adverse Claim, except as created by any of the
Transaction Documents and no further action need be taken in order to transfer to the
Company such right, title and interest, save that, until notice of such assignment of
Receivables has been given to such Obligor, such assignment shall not be effective as
against such Obligor and, in particular, such Obligor is entitled to discharge its
payment obligation with respect to such Receivable by payment to AGCO France.
	 
	 	(e)	 	Arm’s Length. Each assignment of Receivables under or as contemplated by this
Agreement has been made on arm’s length terms for bona fide commercial reasons in the
best interests of AGCO France.
	 
	 	(f)	 	No Voidable Assignments. No assignment by AGCO France to the Company of any
Receivable under this Agreement is or may be at the relevant time automatically
voidable by AGCO France or by any liquidator, receiver, administrator, administrative
receiver, custodian, trustee in bankruptcy, examiner or other similar official
appointed with respect to, or any creditor of, AGCO France under any law, rule or
regulation in effect in any Approved Country or any political subdivision thereof or a
jurisdiction therein, whether relating to bankruptcy, insolvency, reorganisation,
creditors’ rights or otherwise.




8









 






	 	(g)	 	Principal, not Agent. With respect to each sale by AGCO France of Equipment or
Parts to an Obligor giving rise to a Receivable acquired or purportedly acquired under
this Agreement, AGCO France acted as principal and not as the agent of any Person.
	 
	 	(h)	 	Tracking. AGCO France has the capability (i) at any given time to identify the
Purchased Receivables of each individual Obligor, (ii) to track Collections in respect
of each Obligor of the Purchased Receivables and Collections in respect of each
individual Purchased Receivable and of each of the Receivables that have been or will
be assigned hereunder and (iii) as among the Receivable payable by any Obligor, to
identify which of such Receivables (if any) are Defaulted Receivables and/or Delinquent
Receivables.
	 
	 	(i)	 	Termination Events. No Termination Event has occurred which is continuing.
	 
	 	(j)	 	Security Interest. Subject to notification to debtors as required under French
law, the Agent, on behalf of the Secured Parties, has a valid and enforceable first
priority security interest ranking ahead of any other security interest and the
interest of any other creditor of the Company, in each Purchased Receivable and all of
the other Affected Assets, free and clear of any Adverse Claim.






	4.	 	COVENANTS
	 
	4.1	 	Affirmative covenants of AGCO France
	 
	 	 	Until the date on which the Aggregate Unpaids have been indefeasibly reduced to zero, AGCO
France covenants as follows:






	 	(a)	 	Financial Reporting. AGCO France shall maintain a system of accounting
established and administered in accordance with GAAP consistently applied, and furnish
or make available, as the case may be, to the Company and the Agent:






	 	(i)	 	Annual Reporting. Upon the request of the Agent and after the
filing thereof with the relevant Official Body, audited consolidated financial
statements certified in a manner acceptable to the Agent by a duly authorised
officer of AGCO France;
	 
	 	(ii)	 	Compliance Certificate. Together with the financial statements
required hereunder, a certificate signed by a director of AGCO France stating
that (A) the attached financial statements have been prepared in accordance
with GAAP and accurately reflect the financial condition of AGCO France, and
(B) to the best of such Person’s knowledge, no Termination Event or Potential
Termination Event exists, or if any Termination Event or Potential Termination
Event exists, stating the nature and status thereof;
	 
	 	(iii)	 	Credit and Collection Policy. At least 30 days prior to the
effectiveness of any material change in or amendment to the Credit and
Collection Policy, a notice indicating such change or amendment; and




9









 






	 	(iv)	 	Other Information. Such other information (including
non-financial information) reasonably relating to the transactions contemplated
by the Transaction Documents and/or to the Purchased Receivables as the Company
or the Agent may from time to time reasonably request.






	 	(b)	 	Notices. AGCO France shall notify the Company and the Agent in writing of any
of the following, describing the same and, if applicable, the steps being taken with
respect thereto:






	 	(i)	 	Termination Event. Immediately upon becoming aware thereof, the
occurrence of any Termination Event or Potential Termination Event, by a
statement of a duly authorised officer of AGCO France;
	 
	 	(ii)	 	Final Judgment. As soon as reasonably practicable following the
occurrence thereof, the entry of any final judgment or decree (which is not
subject to any further appeal) against AGCO France in an amount which, when
aggregated with any other undischarged judgments or decrees against AGCO France
is in excess of the Threshold Amount or the foreign currency equivalent thereof
at the time of entry of such judgment or decree;
	 
	 	(iii)	 	Litigation. As soon as reasonably practicable following the
occurrence thereof and, in any event, no later than the immediately succeeding
Settlement Date, the institution of any litigation, dispute resolution,
arbitration proceeding or governmental proceeding against AGCO France, or to
which it becomes party seeking monetary damages in an amount which, when
aggregated with any other such monetary damages sought against AGCO France is
in excess of the Threshold Amount or the foreign currency equivalent thereof;
and
	 
	 	(iv)	 	Adverse Claims. Immediately upon becoming aware thereof, the
creation or imposition of any Adverse Claim on any Purchased Receivable or any
Related Asset (except as created under any Transaction Document) or the
occurrence of a Material Adverse Effect.






	 	(c)	 	Compliance with Laws. AGCO France shall comply with all applicable laws, rules,
regulations, orders, writs, judgments, injunctions, decrees and awards to which it may
be subject, including any relevant data protection legislation in respect of the list
of Obligors to be provided pursuant to Clause 4.1(a)(iv), the non-compliance with which
would have a Material Adverse Effect.
	 
	 	(d)	 	Maintenance of Corporate Existence. AGCO France shall, subject to Clause
4.2(g), do all things necessary to remain duly organised and validly existing in the
jurisdiction of its incorporation and maintain all requisite authority to conduct its
business in such jurisdiction and any other jurisdiction, the failure to do which would
have a Material Adverse Effect.
	 
	 	(e)	 	Keeping and Maintaining of Records and Books; Notation in Financial Statements.




10









 












	 	(i)	 	AGCO France shall, in each case with respect to the Receivables
originated by it, maintain and implement administrative and operating
procedures (including an ability to recreate records evidencing such
Receivables and identifying such Receivables in the event of the destruction of
the originals thereof), and keep and maintain all documents, books, records and
other information reasonably necessary or advisable for the collection of all
such Receivables (including records adequate to permit the immediate
identification of each Purchased Receivable, all Collections of and adjustments
to each such Receivable and the Equipment relating to such Receivable) and
provide to the Agent from time to time such information as the Agent may
reasonably request.
	 
	 	(ii)	 	AGCO France shall keep a complete and accurate copy of each
Account Receivables Listing delivered by it under this Agreement.






	 	(f)	 	Compliance with Contracts. AGCO France shall:






	 	(i)	 	perform and comply in all material respects with all
provisions, covenants and other promises required to be observed by it under
the Contracts, to which AGCO France is a party, related to the Purchased
Receivables; and
	 
	 	(ii)	 	comply in all material respects with the Credit and Collection
Policy with regard to the Purchased Receivables and the related Contracts, to
which AGCO France is a party.






	 	(g)	 	Payment of Taxes. Without prejudice to Clause 8.2 (Taxes), AGCO France shall
pay when due any taxes (including value added tax and any similar other taxes) payable
in connection with the Purchased Receivables originated by it or the sale of Equipment
giving rise thereto.
	 
	 	(h)	 	Collections. On and after the occurrence and during the continuance of a
Termination Event or Potential Termination Event, AGCO France shall, and shall require
the Master Servicer, any Originator and any other AGCO Party to, upon the request of
the Agent to the Company (with a copy to AGCO France and the Master Servicer), within
one Business Day after receipt by such Person of any Collections, including any
Collections received or deposited into any Collection Account, remit (or cause to be
remitted) such Collections to the CP Lender Account.
	 
	 	(i)	 	Obligor Information Listing. To the extent that any Obligor Information Listing
is received or held by any Person other than the Agent, AGCO France shall grant any and
all consents, approvals and authorisations and shall do any other act necessary or
desirable in the reasonable opinion of the Agent to ensure that the Agent and the
Administrator have at all times access to such Obligor Information Listing and all
information contained therein.
	 
	 	(j)	 	Inspection of records. AGCO France shall at any time and from time to time
during regular business hours, upon reasonable advance notice by the Company, the Agent
or the Administrator, permit the Company, the Agent or




11









 






	 	 	 	the Administrator or any of their agents or representatives, at the expense of the
Agent:






	 	(i)	 	to examine and make copies of and take abstracts from all
books, records and documents (including computer tapes and disks) relating to
the Purchased Receivables or other Affected Assets, including any related
Contract; and
	 
	 	(ii)	 	to visit its offices and properties for the purpose of
examining such materials described in Clause 4.1(j)(i), and to discuss matters
relating to the Affected Assets or its performance hereunder, under the
Contracts, if any, and under the other Transaction Documents to which it is a
party with any of its officers, directors or relevant employees (in
consultation with the Parent) having knowledge of such matters. Subject to
Clause 9.7 (Consent to disclosure), such agents and representatives shall be
bound to treat any information received pursuant to this Clause 4.1(j) as
confidential.






	 	(k)	 	Information. AGCO France shall promptly deliver to the Master Servicer any
information, documents, records or reports with respect to the Purchased Receivables
that the Master Servicer shall request in order to complete the Master Servicer
Reports, Account Receivables Listings or Obligor Information Listings.






	4.2	 	Negative covenants of AGCO France
	 
	 	 	Until the date on which the Aggregate Unpaids have been indefeasibly reduced to zero, AGCO
France covenants as follows:






	 	(a)	 	Name Change, Offices, Records and Books of Accounts. AGCO France shall not:






	 	(i)	 	change its name or identity; or
	 
	 	(ii)	 	change its corporate structure, which change would have a
Material Adverse Effect; or
	 
	 	(iii)	 	relocate any office where Records are kept,






	 	 	 	in each case unless AGCO France shall have given the Company and the Agent at least
30 days prior written notice thereof.
	 
	 	(b)	 	Change in Payment Instructions to Obligors. AGCO France shall not amend,
supplement or otherwise modify or cancel or revoke any payment instructions to any
Obligor or any Obligor Notification given in accordance with the Transaction Documents
and shall not instruct any Obligor to make payments in respect of Purchased Receivables
to any account other than the ACGO France Account or such other account referred to in
an Obligor Notification.
	 
	 	(c)	 	Change in Credit and Collection Policy and Receivables. AGCO France shall be
entitled to change the Credit and Collection Policy; provided, however, that (i) such
change is not reasonably likely to cause or result in any Material




12









 






	 	 	 	Adverse Effect, and (ii) any material change to the Credit and Collection Policy
requires the prior written consent of each of the Agent and each Rating Agency. Save
in respect of a manifest error in respect of an issued invoice, AGCO France shall
not be entitled to extend, amend or otherwise modify the terms of any Purchased
Receivable or any Contract related thereto.
	 
	 	(d)	 	Sales, Liens, Etc. on Receivables. Except as provided by the Transaction
Documents, AGCO France shall not, and shall not purport to, sell, assign (by operation
of law or otherwise), transfer by way of subrogation or endorsement (by operation of
law or otherwise), or otherwise transfer or dispose of, or grant any option with
respect to, or create or suffer to exist any Adverse Claim upon or with respect to, or
enter into any current account relationship with any Person with respect to, any
Purchased Receivable or Related Assets or Collections in respect thereof, any Contract
under which any Purchased Receivable arises or assign any right to receive income in
respect thereof, and AGCO France shall take all reasonable steps within its power to
defend the right, title and interest of the Company in, to and under any of the
foregoing property, against all claims of third parties claiming through or under AGCO
France. AGCO France hereby irrevocably waives any lien which it may have with respect
to the Purchased Receivables and all Related Assets.
	 
	 	(e)	 	Sales, Liens, Etc. on Equipment and Parts. Except as provided by the
Transaction Documents, and to or in favour of the applicable Obligor, AGCO France shall
not, and shall not purport to, sell or otherwise transfer or dispose of, or grant any
option with respect to, or create or suffer to exist any Adverse Claim upon or with
respect to any Equipment or Parts and AGCO France shall take all reasonable steps
within its power to defend the right, title and interest of the Company in, to and
under any of the foregoing property, against all claims of third parties claiming
through or under AGCO France.
	 
	 	(f)	 	Amendments to Corporate Documents. AGCO France shall not amend its Organic
Documents in any respect in each case that would have a Material Adverse Effect.
	 
	 	(g)	 	Merger. AGCO France shall not merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a series of
transactions, and except as contemplated herein) all or any material part of its assets
(whether now owned or hereafter acquired) to, or acquire all or any material part of
the assets of, any Person if (i) such merger, consolidation, conveyance, transfer,
lease, other disposition or acquisition would have a Material Adverse Effect and (ii)
in the case of a merger or consolidation, the resulting entity would not assume all of
the obligations of AGCO France under this Agreement.
	 
	 	(h)	 	Deposits. AGCO France shall not deposit or otherwise credit, or permit any
Obligor or any other Person to deposit or otherwise credit, to the CP Lender Account,
any cash or payment item other than pursuant to this Agreement.
	 
	 	(i)	 	Powers of Attorney. AGCO France shall not revoke or attempt to revoke any Power
of Attorney granted by it in connection with this Agreement until the date upon which
the Aggregate Unpaids have been indefeasibly reduced to




13









 






	 	 	 	zero (and, as soon as reasonably practicable following such date the Company shall
return each of such Powers of Attorney to AGCO France).






	5.	 	ADMINISTRATION AND COLLECTION
	 
	5.1	 	Designation of the Master Servicer






	 	(a)	 	AGCO France hereby acknowledges that the servicing, administration and
collection of the Purchased Receivables shall be conducted by the Person appointed by
the Agent and the Company as the “Master Servicer” from time to time in accordance with
Clause 2.1 of the Receivables Servicing Agreement. Without prejudice to Clause 5.2,
AGCO France expressly consents to the taking of all actions by the Master Servicer and
agrees to comply with any request of the Master Servicer that the Master Servicer deems
necessary in order to permit the Master Servicer to perform its duties.
	 
	 	(b)	 	Without limiting any other provision of this Agreement:






	 	(i)	 	the Company, the Company’s assigns or the Agent shall be
entitled, at any time when a Termination Event or Potential Termination Event
exists, to notify Obligors (by delivering Obligor Notifications or otherwise)
of the assignment of the Purchased Receivables and the Related Assets hereunder
and the Company’s ownership of such Purchased Receivables and Related Assets,
and the security interest of the Agent and the Secured Parties in, Purchased
Receivables and the other Affected Assets and/or direct the Obligors that
payment of all amounts payable under any Receivable be made directly to the
Company or its assigns;
	 
	 	(ii)	 	upon the request of the Company, any assignee of the Company or
the Agent, AGCO France shall, at its own expense, at any time when a
Termination Event or Potential Termination Event exists, give notice that
Purchased Receivables and the Related Assets have been assigned to the Company
hereunder, the Company’s ownership of the Purchased Receivables and the Related
Assets, and the security interest of the Agent and the other Secured Parties in
the Purchased Receivables and other Affected Assets to each Obligor and/or
direct that payments be made directly to the Agent or its designee and/or
execute any power of attorney or other similar instrument and/or take any other
action necessary or desirable to give effect to such notice and directions,
including any action required to be taken so that the obligations or other
indebtedness of such Obligor in respect of any Purchased Receivables or Related
Asset may no longer be legally satisfied by payment to AGCO France or any of
its Affiliates; and
	 
	 	(iii)	 	upon the request of the Company, any assignee of the Company
or the Agent, at any time when Termination Event or Potential Termination Event
exists, AGCO France, at its own expense shall, and shall cause each of its
Subsidiaries (if any) to, (A) assemble all of the Records with respect to the
Purchased Receivables and shall make the same available to the Company or its
assigns at the address designated for




14









 






	 	 	 	notices pursuant to this Agreement or at any other place agreed to by the
Company, AGCO France and the Agent, and (B) segregate all cash, cheques and
other instruments received by it from time to time constituting Collections
of Receivables in a manner acceptable to the Company, such assignee or the
Agent and shall, promptly upon receipt, remit all such cash, checks and
instruments, duly endorsed or with duly executed instruments of transfer, to
the Company, such assignee or the Agent.






	5.2	 	Responsibilities of AGCO France






	 	(a)	 	AGCO France hereby agrees, for the benefit of the Company, its assigns, and the
Agent (acting in the name and on behalf of the Secured Parties) that it will cooperate
with and assist the Master Servicer (including any successor Master Servicer appointed
pursuant to the Receivables Servicing Agreement) in any manner such Master Servicer or
the Agent reasonably requests to facilitate the performance of its duties under the
Receivables Servicing Agreement (and, in the case of a successor Master Servicer, its
transition). Such cooperation shall include, if so requested, (i) the endorsement of
any cheque or other instrument representing Collections or Related Assets, (ii) the
execution of any power of attorney or other similar instrument necessary or desirable
in connection with the enforcement or servicing of the Purchased Receivables and the
Related Assets, and (iii) access to, transfer of, and use by, the new Master Servicer
of any records, licenses, hardware or software necessary or desirable to collect the
Purchased Receivables and otherwise service the Purchased Receivables and the Related
Assets. Anything herein to the contrary notwithstanding, the exercise by the Company
of its rights hereunder shall not release any of AGCO France or any Obligors from any
of its duties or obligations with respect to Purchased Receivables or the related
Contracts, as applicable.
	 
	 	(b)	 	AGCO France further agrees that from time to time, at its expense, it shall
promptly execute and deliver all instruments and documents, and take all further action
as may be necessary or that the Company, its assignees or the Agent may reasonably
request in order to perfect, protect or more fully evidence the purchases hereunder, or
to enable the Company, its assigns or the Agent to exercise or enforce any of their
respective rights with respect to the Purchased Receivables or other Affected Assets
whether arising under this Agreement or any other Transaction Document or existing at
law. Without limiting the generality of the foregoing, AGCO France shall upon the
request of the Company, its designee or the Agent execute such further agreements,
instruments and powers of attorney, and to make such filings, deliver such notices and
take such other actions, as may be necessary or appropriate to give full effect to the
transactions contemplated hereby.






	5.3	 	Power of Attorney
	 
	 	 	In order to permit the Company to exercise fully its ownership and other interests acquired
under and pursuant to this Agreement, and to facilitate and/or expedite the servicing,
administration and collection of the Purchased Receivables, it may be necessary or otherwise
desirable for the Company and/or any Person designated by the Company upon prior consent of
the Agent (including the Agent and the Master




15









 






	 	 	Servicer) to act under a power of attorney from AGCO France. Accordingly, to the fullest
extent permitted by applicable law, AGCO France hereby grants to the Company and each Person
designated by the Company upon prior consent of the Agent (including the Agent and the
Master Servicer) a power of attorney (and undertakes not to revoke such power of attorney
during the term of this Agreement), which power of attorney is coupled with an interest and
which is assignable by the Company (with the consent of the Agent) and any such Person
designated by the Company, with full power of substitution and with full authority in the
place and stead of AGCO France, which is assignable by the Company and any such Person
designated by the Company, to take any and all steps in AGCO France’s name and on behalf of
AGCO France as is necessary or desirable, in the reasonable determination of the Company or
any such Person designated by the Company, to (i) collect any and all amounts or portions
thereof due under any and all Purchased Receivables or Related Security, including endorsing
the name of the Company, or any other Person if so required under the Transaction Documents,
on checks and other instruments representing Collections and enforcing such Purchased
Receivables, Related Security and any related Contracts, (ii) take any and all other actions
necessary or desirable, in the opinion of the Company or any such Person designated by the
Company, to the enforcement, servicing, administration and/or collection of the Purchased
Receivables and the Related Assets. Notwithstanding anything to the contrary contained in
this Clause 5.3, (A) no exercise of the powers conferred upon the Company or any other
Person designated by the Company pursuant to this Clause 5.3 shall subject the Company
and/or any such Person to any liability, except for the Company’s or any such Person’s (if
such Person is not the Agent) gross negligence or wilful misconduct in the exercise of such
powers, and (B) such powers shall not confer any obligations upon the Company and/or such
Person in any manner whatsoever to exercise such powers and, for the avoidance of doubt, no
failure or delay on the part of the Company and/or any other Person designated by the
Company pursuant to this Clause 5.3 to exercise any such powers, nor the invalidity or
inadequacy of any exercise thereof, shall give rise to any liability on the part of the
Company or such other Person.
	 
	5.4	 	Personal data
	 
	 	 	Notwithstanding anything herein to the contrary, AGCO France shall ensure that no personal
or other information in, or otherwise relating to, any Contract, Receivable, any Collection
related thereto, or any other Affected Asset (“Relevant Personal Data”) is transmitted or
delivered to, or otherwise received by, the Company, the Agent or any other Indemnified
Party if such transmission, delivery or receipt would result in the violation by AGCO France
or such Person of any legislation or regulation relating to data protection; provided that,
upon the request of the Agent at any time after a Termination Event or Potential Termination
Event has occurred and is continuing, AGCO France shall, at its own expense, co-operate,
assist and otherwise take all necessary actions as may be required to ensure that all
Relevant Personal Data is transferred to the Agent (or such other Person as the Agent may
direct) in accordance with all applicable Law, including entering into any further deeds or
documents which may be required to comply with any such legislation or regulations relating
to data protection.




16









 






	5.5	 	Repurchase of Purchased Receivables






	 	(a)	 	Subject to Clause 5.5(c), ACGO France shall have the right to repurchase any
AGCO France Purchased Receivables that have become Written-Off Receivables.
	 
	 	(b)	 	The repurchase price with respect to any Purchased Receivable to be repurchased
pursuant to this Clause 5.5 shall be an amount equal to the net benefit to AGCO France
of any VAT bed debt relief claim or credit in respect of such Purchased Receivable (the
“Repurchase Price”).
	 
	 	(c)	 	The right of AGCO France to repurchase any Written-Off Receivable is subject to
the conditions precedent that:






	 	(i)	 	AGCO France shall have provided to the Master Servicer, the
Agent and the Company written notice of such repurchase on or prior to the day
on which such Written-Off Receivable is to be repurchased (with respect to any
repurchase, the “Repurchase Date”);
	 
	 	(ii)	 	no Termination Event shall have occurred and be continuing;
	 
	 	(iii)	 	the Company shall have (simultaneously with delivery of the
notice pursuant to Clause 5.5(c)(i)), delivered a duly completed and executed
assignment agreement (a “Form of Repurchase Assignment”) to AGCO France, in the
form set forth in Exhibit A hereto (Form of Repurchase Assignment), in
accordance with Article 1689 et seq. of the French Civil Code;
	 
	 	(iv)	 	after giving effect to the repurchase of such Written-Off
Receivable, such repurchase shall not result in the sum of Net Funding Advances
and Net Liquidity Advances exceeding the Borrowing Base; and
	 
	 	(v)	 	on the Repurchase Date for such Written-Off Receivable AGCO
France shall have deposited an amount equal to the Repurchase Price payable in
respect of such Written-Off Receivable into a Company Account.






	 	(d)	 	Subject to Clause 5.5(c) and the payment of the Repurchase Price for the
applicable Purchased Receivable pursuant to, and in accordance with, such Clause, the
Company shall execute and deliver to AGCO France the Form of Repurchase Assignment
pursuant to Section 5.5 (c)(iii).
	 
	 	(e)	 	Upon the delivery of a Form of Repurchase Assignment pursuant to, and in
accordance with, Section 5.5(d), all of the applicable Company’s right, title and
interest in, to and under each and every Purchased Receivable included in such Form of
Repurchase Assignment shall be immediately and automatically resold and reassigned to
AGCO France.
	 
	 	(f)	 	AGCO France hereby confirms that it has at all times the capability to identify
each Repurchased Receivable and any Collections related thereto.




17









 












	 	 	Notwithstanding anything herein to the contrary, each repurchase of Purchased Receivables
pursuant to this Clause 5.5 shall be without recourse to, or representation or warranty by,
the Company.
	 
	6.	 	ASSIGNMENTS
	 
	6.1	 	Assignments
	 
	 	 	AGCO France hereby agrees and consents to the complete or partial assignment or Subrogation
by the Company of any or all of its rights under, interest in and title to the Purchased
Receivables, the Related Assets relating thereto and this Agreement. The Company hereby
agrees that any transferee of the Company of all or any of the Purchased Receivables, the
Related Assets relating thereto and/or this Agreement shall have all of the rights and
benefits under this Agreement of the Company and no such transfer shall in any way impair
the rights and benefits of the Company hereunder. Without limiting the foregoing, AGCO
France hereby consents to and acknowledges the grant by the Company under the Security
Agreement of a security interest to the Agent and the Secured Parties in all of AGCO
France’s rights under, interests in and title to the Purchased Receivables, the Related
Assets relating thereto and this Agreement, and the right of the Agent and the Secured
Parties thereby to exercise the rights of the Company hereunder. AGCO France shall not have
the right to assign any of its rights or obligations under this Agreement.
	 
	6.2	 	Tax and assignment
	 
	 	 	If:






	 	(a)	 	the Company makes an assignment in accordance with Clause 6.1 to another person
(a “new recipient”); and
	 
	 	(b)	 	as a result of circumstances existing at the date on which the assignment
occurs, AGCO France would be obliged to make a payment to the new recipient under
Clause 8.2 (Taxes),






	 	 	then the new recipient is only entitled to receive payment under Clauses 8.2 (Taxes) to the
same extent as the Company would have been if the assignment or sale had not occurred.
	 
	7.	 	TERMINATION
	 
	 	 	Following the occurrence of the Termination Date, AGCO France shall not assign, and the
Company shall not acquire, any Receivables. No termination or rejection or failure to
assume the executory obligations of this Agreement in any Insolvency Event with respect to
AGCO France or the Company shall be deemed to impair or affect the obligations pertaining to
any executed sale or executed obligations, including pre termination breaches of
representations and warranties by AGCO France or the Company. Without limiting the
foregoing, prior to the Termination Date, the failure of AGCO France to deliver computer
records of any Receivables or any reports regarding any Receivables shall not render such
transfer or obligation executory, nor shall the continued duties of the parties pursuant
this Agreement render an executed sale executory.




18









 






	8.	 	INDEMNIFICATION
	 
	8.1	 	Indemnities by AGCO France
	 
	 	 	Without limiting any other rights which the Indemnified Parties may have hereunder or under
the Transaction Documents or under applicable Law, AGCO France hereby agrees to indemnify
the Company and its successors, transferees and assigns and all officers, directors,
shareholders, controlling persons, employees, counsel and other agents of any of the
foregoing (collectively, “Indemnified Parties”) from and against any and all damages,
losses, claims, liabilities, costs and expenses, including reasonable attorneys fees (which
such attorneys may be employees of any Indemnified Party) and disbursements (all of the
foregoing being collectively referred to as “Indemnified Amounts”) awarded against or
incurred by any of them in any action or proceeding between AGCO France and any of the
Indemnified Parties or between any of the Indemnified Parties and any third party or
otherwise arising out of or as a result of this Agreement or any of the transactions
contemplated hereby, excluding, however, (i) Indemnified Amounts to the extent resulting
from gross negligence or wilful misconduct on the part of such Indemnified Party, or (ii)
recourse (except as otherwise specifically provided in this Agreement or the other
Transaction Documents) for uncollectible Receivables. Without limiting the generality of
the foregoing (and subject to sub-clauses (i) and (ii)), AGCO France shall indemnify each
Indemnified Party for Indemnified Amounts relating to or resulting from:






	 	(a)	 	any representation or warranty made by AGCO France or any officers of AGCO
France under or in connection with this Agreement, any of the other Transaction
Documents or any other information or report delivered by AGCO France pursuant hereto
or thereto, which shall have been false or incorrect in any material respect when made
or deemed made; unless such representations or warranty has been made in respect of a
Purchased Receivable and the Company has received Deemed Collections in an amount
equalling the full Outstanding Balance of such Purchased Receivables in accordance with
Clause 2.3 (Collections);
	 
	 	(b)	 	the failure by AGCO France to comply with any applicable Law with respect to
any Receivable or any related Contract, or the nonconformity of any Receivable or any
Contract related thereto with any such applicable Law;
	 
	 	(c)	 	(i) the failure for any reason (A) to vest and maintain (or cause to be vested
and maintained) in the Company a valid and enforceable perfected ownership interest in
each Purchased Receivable and all of the Related Assets, or (B) to vest and maintain in
the Agent, on behalf of the Secured Parties, a valid and enforceable perfected security
interest ranking ahead of any other security interest and the interest of any other
creditor of or purchaser from AGCO France, in each Purchased Receivable and all the
Related Assets, free and clear of any Adverse Claim (other than any Adverse Claim
arising hereunder or under the other Transaction Documents) in each case, or (ii) the
creation of any Adverse Claim in favour of any Person with respect to any of the
Receivables or any of the Related Assets;
	 
	 	(d)	 	the occurrence of any Termination Event relating to AGCO France;




19









 






	 	(e)	 	any dispute, claim, offset or defence (other than discharge in bankruptcy) of
any Obligor to the payment of any Purchased Receivable (including a defence based on
such Purchased Receivable or any Contract related thereto not being the legal, valid
and binding obligation of such Obligor enforceable against it in accordance with its
terms), or any other claim resulting from the sale of merchandise or services related
to such Purchased Receivable or the furnishing or failure to furnish such merchandise
or services, or from any breach or alleged breach of any provision of the Purchased
Receivables or any Contracts related thereto restricting assignment of any Purchased
Receivables;
	 
	 	(f)	 	any failure of AGCO France to perform its duties or obligations in accordance
with the provisions hereof;
	 
	 	(g)	 	any product liability claim or personal injury or property damage suit or other
similar or related claim or action of whatever sort arising out of or in connection
with merchandise or services relating to or which are the subject of any Purchased
Receivable;
	 
	 	(h)	 	any lawsuit, order, consent decree, judgment, claim or other action of whatever
sort relating to, or otherwise in connection with, any environmental, health, safety or
hazardous material law, rule, regulation, ordinance, code, policy or rule of common law
now or hereinafter in effect;
	 
	 	(i)	 	the failure by AGCO France to comply with any term, provision or covenant
contained in this Agreement or any of the other Transaction Documents to which it is a
party or to perform any of its respective duties under the Receivables or any Contracts
related thereto;
	 
	 	(j)	 	the failure of AGCO France to pay when due any Taxes (other than Excluded
Taxes) payable in connection with any of the Receivables;
	 
	 	(k)	 	any repayment by any Indemnified Party of any amount previously distributed in
reduction of Net Advances which such Indemnified Party believes in good faith is
required to be made;
	 
	 	(l)	 	any commingling of Collections of Purchased Receivables at any time with other
funds;
	 
	 	(m)	 	any investigation, litigation or proceeding related to this Agreement;
	 
	 	(n)	 	any inability to obtain any judgment in or utilise the court or other
adjudication system of, any state or country in which an Obligor may be located as a
result of the failure of AGCO France to qualify to do business or file any notice of
business activity report or any similar report;
	 
	 	(o)	 	except for recourse (other than as otherwise specifically provided in the
Transaction Documents) for uncollectible Receivables, any attempt by any Person to
void, rescind or set-aside any transfer by AGCO France to the Company of any Purchased
Receivable or Related Security under statutory provisions or common law or equitable
action, including any provision of any Insolvency Law;




20









 






	 	(p)	 	the use of the proceeds of any assignment of Receivables hereunder for any
purpose other than general corporate purposes; or
	 
	 	(q)	 	any and all amounts paid or payable by the Company pursuant to Clause 7
(Indemnification; Expenses; Related Matters) of the Receivables Funding Agreement or
Clause 7 (Indemnification; Expenses; Related Matters) of the Liquidity Agreement.






	8.2	 	Taxes






	 	(a)	 	All payments and distributions made in respect of Purchased Receivables
transferred pursuant hereto, and all payments and distributions made or deemed made by
AGCO France to the Company or any other Person (each a “recipient”) (all of the
foregoing “covered payments”), whether pursuant hereto or to any other Transaction
Document, shall be made free and clear of and without deduction for any Taxes other
than Excluded Taxes, except to the extent required by applicable Law. In the event
that any withholding or deduction from any covered payment is required in respect of
any Taxes, then AGCO France shall:






	 	(i)	 	promptly upon becoming aware that it must make a deduction or
withholding (or that there is any change in the rate or the basis of such
deduction or withholding) notify the Company accordingly. Similarly the Company
shall notify AGCO France on becoming so aware in respect of a covered payment;
	 
	 	(ii)	 	withhold or deduct the required amount from such payment;
	 
	 	(iii)	 	pay (or procure the payment of) directly to the relevant
authority the full amount required to be so withheld or deducted;
	 
	 	(iv)	 	within 30 days of making such a payment in (iii) above, forward
to the recipient an official receipt or other documentation satisfactory to
such recipient evidencing such payment to such authority; and
	 
	 	(v)	 	except in the case of Excluded Taxes, pay (or procure the
payment of) to the recipient such additional amount or amounts as is necessary
to ensure that the net amount actually received by the recipient will equal the
full amount such recipient would have received had no such withholding or
deduction been required.






	 	(b)	 	The recipient and AGCO France shall co-operate in completing any procedural
formalities necessary for AGCO France to obtain authorisation under an applicable
treaty to make a payment without a (or with a lower rate of) withholding or deduction
and the recipient shall notify AGCO France promptly in writing if it ceases to be
entitled to an exemption from withholding or deduction under that treaty
	 
	 	(c)	 	Moreover, if any Taxes (other than Excluded Taxes) are directly asserted
against any recipient with respect to any payment or income earned or received by such
recipient hereunder or under any other Transaction




21









 






	 	 	 	Document (including, for the avoidance of doubt, any value added taxes and
comparable or similar taxes chargeable in respect of any supply made by the Company
hereunder), AGCO France, upon being notified in writing by such recipient, shall
within 30 days pay such additional amounts as shall be necessary in order that the
net amounts received and retained by the recipient after the payment of such Taxes
(including any Taxes on such additional amount) shall equal the amount such
recipient would have received had such Taxes not been asserted.
	 
	 	(d)	 	No recipient shall be entitled to be indemnified under any other indemnity
contained in any other Transaction Document in respect of Taxes directly asserted
against the recipient in the circumstances described in Clause 8.2(c) if such recipient
has already been indemnified by AGCO France under Clause 8.2(c).
	 
	 	(e)	 	If AGCO France fails to pay (or procure the payment of) any Taxes when due to
the appropriate taxing authority or fails to remit to the recipient the required
receipts or other required documentary evidence, AGCO France shall indemnify the
recipient for any incremental Taxes that may become payable by any recipient as a
result of any such failure, except that such indemnity shall not apply to the extent
that it can be shown that (i) such recipient failed to provide reasonable written
notice to AGCO France of such Taxes (the amount of which AGCO France could not
otherwise have reasonably known would have arisen) or (ii) the Taxes arose because of
delay which was solely caused by actions or omissions of the recipient.
	 
	 	(f)	 	In the event that AGCO France pays an additional amount or amounts pursuant to
Clause 8.2(a)(v)(c) or (e) (an “additional tax payment”), and in the event the
recipient thereof determines acting reasonably that, as a result of such additional tax
payment, it is effectively entitled to obtain, utilise and retain a refund of any Taxes
or a tax credit in respect of Taxes which reduces the tax liability of such recipient
(a “tax saving”), then such recipient shall, to the extent it can do so without
prejudice to the amount of any other deduction, credit or relief, upon actual receipt
of such tax savings reimburse to AGCO France with such amount as such recipient shall
determine, acting reasonably to be the proportion of the tax savings as will leave such
recipient (after such reimbursement) in no better or worse position than it would have
been in had the payment of AGCO France in respect of which the foregoing additional tax
payment was made not been subject to any withholding or deduction on account of Taxes.
If AGCO France shall have received from any recipient any amount described in the
preceding sentence and it is subsequently determined that such recipient was not
entitled to obtain, utilise or retain the amount of the tax savings claimed, then AGCO
France shall repay such amount to such recipient. Each recipient shall have sole
discretion to arrange its affairs (including its tax affairs) without regard to this
Clause 8.2(f) and no recipient shall be obligated to disclose any information regarding
its affairs (including its tax affairs) or computations to AGCO France.
	 
	 	(g)	 	If the Company or any of its successors is treated by Section 8(1) of the UK
Value Added Tax Act of making a supply to itself (a “self supply”) of any service
supplied to it by AGCO France under this Agreement or any other




22









 






	 	 	 	Transaction Document then AGCO France shall forthwith pay to the Company or such
successor an amount equal the amount of VAT chargeable in the self supply less the
amount of credit for input tax to which the Company or such successor is entitled in
respect of the self supply.






	9.	 	MISCELLANEOUS
	 
	9.1	 	Waivers; amendments






	 	(a)	 	No failure or delay on the part of any party hereto in exercising any power,
right or remedy under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or remedy preclude any other
further exercise thereof or the exercise of any other power, right or remedy. The
rights and remedies herein provided shall be cumulative and nonexclusive of any rights
or remedies provided by law.
	 
	 	(b)	 	Any provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by AGCO France, the Company and the
Agent.






	9.2	 	Notices; payment information
	 
	 	 	All communications and notices provided for hereunder shall be provided in the manner
described in Clause 4 (Communications) to the Schedule of Definitions.
	 
	9.3	 	Governing Law; submission to jurisdiction.






	 	(a)	 	This Agreement and, to the extent incorporated into, applied or deemed repeated
in this Agreement, the Schedule of Definitions shall be governed by and construed in
accordance with French law.
	 
	 	(b)	 	AGCO France agrees that the Commercial Court of Paris shall have jurisdiction
to hear and determine any suit, action or proceeding, and to settle any dispute, which
may arise out of or in connection with this Agreement, any other Transaction Document
or the transactions contemplated hereby or thereby and, for such purposes, irrevocably
submits to the non-exclusive jurisdiction of such courts.
	 
	 	(c)	 	AGCO France for itself irrevocably waives any objection which it might now or
hereafter have to the courts referred to in Clause 9.3(b) being nominated as the forum
to hear and determine any suit, action or proceeding, and to settle any dispute, which
may arise out of or in connection with this Agreement, any other Transaction Document
or the transactions contemplated hereby or thereby and agrees not to claim that any
such court is not a convenient or appropriate forum.
	 
	 	(d)	 	The submission to the jurisdiction of the courts referred to in Clause 9.3(b)
shall not (and shall not be construed so as to) limit the right of the Company or the
Agent to take proceedings against AGCO France or any of its property in any other court
of competent jurisdiction, nor shall the taking of proceedings




23









 






	 	 	 	in any other jurisdiction preclude the taking of proceedings in any other
jurisdiction, whether concurrently or not.
	 
	 	(e)	 	AGCO France hereby consents generally in respect of any legal action or
proceeding arising out of or in connection with this Agreement, any other Transaction
Document or the transactions contemplated hereby or thereby, to the giving of any
relief or the issue of any process in connection with such action or proceeding
including the making, enforcement or execution against any property whatsoever
(irrespective of its use or intended use) of any order or judgment which may be made or
given in such action or proceeding. Without limiting the foregoing, AGCO France agrees
to reimburse any successful claimant the costs of any legal action or proceeding
brought against AGCO France pursuant to this Clause 9.3, including the cost of all
stamp duties (if any) payable in connection therewith.






	9.4	 	Integration
	 
	 	 	This Agreement and the other Transaction Documents contain the final and complete
integration of all prior expressions by the parties hereto with respect to the subject
matter hereof and shall constitute the entire Agreement among the parties hereto with
respect to the subject matter hereof, superseding all prior oral or written understandings.
	 
	9.5	 	Severability and partial invalidity






	 	(a)	 	Any term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction.
	 
	 	(b)	 	If a court of competent jurisdiction determines that any term or provision of
this Agreement as written is invalid or unenforceable, the parties agree that the court
making the determination of invalidity or unenforceability shall reduce the scope,
duration, or area of the term or provision, delete specific words or phrases, or
replace any invalid or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the invalid
or unenforceable term or provision, and this Agreement shall be enforceable as so
modified after the expiration of the time within which the court’s judgment may be
appealed.






	9.6	 	Successors and assigns; binding effect






	 	(a)	 	This Agreement shall be binding on the parties hereto and their respective
successors and assigns; provided that, except pursuant to the Receivables Servicing
Agreement, AGCO France may not assign any of its rights or delegate any of its duties
hereunder or under any of the other Transaction Documents to which it is a party
without the prior written consent of the Agent.




24









 






	 	(b)	 	AGCO France acknowledges and consents to the provisions of Clause 9.7 (Consent
to disclosure) of the Receivables Funding Agreement which permit the CP Lender to
assign all or portions of its rights, interests and obligations in, to and under the
Transaction Documents.
	 
	 	(c)	 	Without limiting Clause 9.6(b), AGCO France hereby (i) agrees and consents to
the assignment by the CP Lender from time to time of all or any part of its rights
under, interest in and title to this Agreement and the Purchased Receivables and other
Asset Interests to any Program Support Provider, and (ii) consents to and acknowledges
the collateral assignment by the CP Lender of all of its rights under, interest in and
title to this Agreement and the Asset Interest to the Agent.






	9.7	 	Consent to disclosure
	 
	 	 	AGCO France hereby consents to the disclosure of any non-public information with respect to
it received by the Agent or any other Secured Party to any other Lender or potential Lender,
the Agent, any nationally recognised statistical rating organisation rating the CP Lender’s
Commercial Paper, any dealer or placement agent of or depositary for the CP Lender’s
Commercial Paper, the Administrator, any Program Support Provider or any of such Person’s
counsel or accountants in relation to this Agreement or any other Transaction Document to
the extent that such disclosure is, in the reasonable opinion of the Person making such
disclosure, appropriate in the context of the transactions contemplated herein and in the
other Transaction Documents or otherwise required in connection with such Person’s
Commercial Paper or other securitisation program or any transaction contemplated therein.
	 
	9.8	 	Confidentiality






	 	(a)	 	AGCO France hereby agrees that it will not disclose the contents of this
Agreement or any other Transaction Document or any other proprietary or confidential
information disclosed to it by the Agent, the Administrator, any other Secured Party or
any Program Support Provider, respectively, to any other Person except (i) its auditors
and attorneys, employees or financial advisors (other than any commercial bank) and any
nationally recognised statistical rating organisation, provided such auditors,
attorneys, employees, financial advisors or rating agencies are informed of the highly
confidential nature of such information, (ii) an alternative commercial source of
financing in connection with a potential refinancing of the Advances in the event that
any Liquidity Lender shall have refused to extend the Commitment Termination Date
pursuant to Clause 2.10 (Non-renewing Liquidity Lenders) of the Liquidity Agreement, or
(iii) as otherwise required by applicable Law, by any order of a court of competent
jurisdiction or by any governmental, taxation or regulatory authority.
	 
	 	(b)	 	Subject to Clause 9.7 (Consent to disclosure), the Agent hereby agrees that it
will not disclose this Agreement or any other Transaction Document or the terms thereof
or any confidential information of or with respect to AGCO France to any other Person
except as otherwise required by applicable Law, the applicable rules of any stock
exchange or similar body or order of a court of competent jurisdiction.




25









 












	9.9	 	No petition
	 
	 	 	AGCO France hereby covenants and agrees that:






	 	(a)	 	prior to the date which is one (1) year and one (1) day after the payment in
full of all outstanding Commercial Paper or other rated indebtedness of the CP Lender,
it will not institute against, or join any other Person in instituting against, the CP
Lender any proceeding of a type referred to in the definition of Insolvency Event; and
	 
	 	(b)	 	prior to the date which is two years (2) and one (1) day after the Final Payout
Date, it will not institute against, or join any other Person in instituting against,
the Company any proceeding of a type referred to in the definition of Insolvency Event.






	9.10	 	No recourse






	 	(a)	 	AGCO France acknowledges and agrees that the obligations of the CP Lender under
the Receivables Funding Agreement and any other Transaction Document to which it is a
party are solely the corporate obligations of the CP Lender and shall be payable solely
to the extent of funds received from Collections or from any party to any Transaction
Document in accordance with the terms thereof in excess of funds necessary to pay
matured and maturing Commercial Paper.
	 
	 	(b)	 	Notwithstanding anything to the contrary contained in this Agreement and save
as provided for in the Receivables Funding Agreement, the obligations of the Company
under this Agreement and all other Transaction Documents to which it is a party are
solely the corporate obligations of the Company and shall be payable solely to the
extent of funds received by the Company and available for application thereto in
accordance with the terms of the Servicing Agreement and the other Transaction
Documents.






	9.11	 	Rights of Third Parties
	 
	 	 	Except in respect of the Company, the Agent acting in the name and on behalf of the Secured
Parties, which Persons (including, for the avoidance of doubt, their respective successors
and permitted assigns) are intended to have the benefit of this Agreement (within the
meaning of the English Contracts Act 1999), the parties hereto do not intend any term of the
Agreement to be a “stipulation pour autrui” pursuant to Article 1121 of the French Civil
Code.
	 
	9.12	 	Protection of the Company’s rights
	 
	 	 	If AGCO France fails to perform any of their obligations hereunder, the Company may (but
shall not be required to) perform, or cause performance of, such obligation and the
Company’s reasonable costs and expenses incurred in connection therewith shall be payable by
AGCO France on demand.




26









 






	9.13	 	Characterisation
	 
	 	 	For the avoidance of doubt, the parties confirm their intention that any transfer under or
pursuant to this Agreement shall constitute a true sale of the Purchased Receivables and the
Related Assets and not a security arrangement for any obligations of AGCO France. Following
transfer of the Purchased Receivables and the Related Assets, the Company shall have full
and unencumbered title to, and interest in, and shall be free to dispose of, any Purchased
Receivables and the Related Assets and shall be fully entitled to receive and retain for its
own account any Collections in respect of the Purchased Receivables. AGCO France shall not
be liable for the credit risk relating to any Purchased Receivable and the parties agree
that the credit risk relating to all Purchased Receivables shall pass from AGCO France to
the Company upon assignment. Except as specifically provided in this Agreement, and without
limiting the generality of the foregoing sentence, each assignment of a Receivable hereunder
is made without recourse to AGCO France and AGCO France shall not be liable for the
collectibility of such Receivable; provided, however, that:






	 	(a)	 	AGCO France shall be liable to the Company for all representations, warranties
and covenants made by them pursuant to the terms of this Agreement (including but not
limited to the existence of a Purchased Receivable); and
	 
	 	(b)	 	such assigment does not constitute and is not intended to result in an
assumption by the Company or any assignee thereof of any obligation of AGCO France or
any other Person arising in connection with the Purchased Receivables, the Related
Assets, or the related Contracts, or any other obligations of the Originators.






	9.14	 	Waiver with respect to agents
	 
	 	 	The parties to this Agreement acknowledge and accept that this Agreement provides that
certain of the parties hereto will, for certain purposes, act as the agent of one or more of
the other parties hereto and that, whilst so acting as agent, such parties may also act as
the counterparty to their principal for certain transactions effected pursuant to this
Agreement. Each party hereto hereby irrevocably waives all and any rights to challenge any
such transactions on the basis of any other party acting for the same transaction as its
agent and as its counterparty in accordance with the terms of this Agreement.
	 
	9.15	 	Mitigation






	 	(a)	 	The Company shall, in consultation with AGCO France, take all reasonable steps
(other than the sale of any Purchased Receivables) to mitigate any circumstances which
arise and which would result in any amount becoming payable under or pursuant to Clause
8.2 (Taxes) including (but not limited to) transferring its rights and obligations
under the Transaction Documents to another Affiliate.
	 
	 	(b)	 	The taking of any action by the Company under Clause 9.15(a) above shall be
subject to the following conditions:




27









 












	 	(i)	 	AGCO France shall indemnify the Company against any reasonable
costs incurred by the Company in taking any mitigating action; and
	 
	 	(ii)	 	the Company shall not be obliged to take any action under
Clause 9.15(a) which in its reasonable opinion would be materially prejudicial
to it.




IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their
duly authorised officers on the date hereof.




	 	 	 
	SIGNED by                                         ,
                        
                , duly
authorised
 for and on behalf of AGCO S.A.

	 	)
)
	 
	 	 
	SIGNED by                                         ,
                         
                , duly
authorised
 for and on behalf of AGCO RECEIVABLES LIMITED

	 	)
)
	 
	 	 
	SIGNED by                                         ,
                        
                 , duly
authorised 
for and on behalf of AGCO LIMITED

	 	)
)
	 
	 	 
	SIGNED by                                         , 
                      
                  , duly
authorised 
for and on behalf of COÖPERATIEVE CENTRALE RAIFFEISEN
BOEREN-LEENBANK B.A (TRADING AS RABOBANK INTERNATIONAL), LONDON BRANCH

	 	)
)
)
)






28









 






EXHIBIT A




FORM OF REPURCHASE ASSIGNMENT




CONTRAT
DE CESSION DES CREANCES




ENTRE :




                                        ,




(ci-après dénommée le “Cédant”),




ET :




                                        ,




(ci-après dénommée le “Cessionnaire”).




ETANT PREALABLEMENT EXPOSE QUE :





	A.	 	Le Cédant est propriétaire de plusieurs créances au titre des contrats et/ou des factures
listés ci-dessous ou identifiés dans un fichier fourni avec le présent contrat (les
“Créances”) :





	 	 	 	 	 	 	 
	 	 	Nom ou raison	 	 	 	 
	No de la	 	sociale du	 	 	 	 
	facture	 	débiteur cédé	 	Adresse	 	Montant
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 






	B.	 	Le Cédant souhaite céder et le Cessionnaire acquérir les Créances. En conséquence, les
parties se sont rapprochées en vue de conclure la présente cession des Créances.





CECI EXPOSE, IL EST CONVENU CE QUI SUIT





	1.	 	CESSION
	 
	 	 	Le Cédant cède et transporte les Créances, en principal et intérêts, au Cessionnaire qui
l’accepte conformément aux articles 1689 et suivants du Code civil, avec tous les droits,
actions, privilèges et sûretés qui y sont attachés.




29









 






	2.	 	PRIX
	 
	 	 	La présente cession des Créances est consentie moyennant le prix de [___] euros (EUR [___])
payé par le Cessionnaire par virement bancaire en faveur du Cédant.
	 
	3.	 	LOI APPLICABLE — ATTRIBUTION DE COMPETENCE
	 
	 	 	La présente cession est régie et interprétée conformément à la loi française.
	 
	 	 	En cas de différend relatif au présent contrat et à ses suites, les parties font attribution
exclusive de compétence au Tribunal de Commerce de Paris.
	 
	4.	 	REMISE DE TITRE
	 
	 	 	Un exemplaire du présent contrat a été remis à chacun des Cédant et Cessionnaire.





Fait à Paris, le [___]




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 
	 	 

	 	 
	[          ]

Le Cédant

	 	 	 	[          ]

Le Cessionnaire	 	 






30









 





[ENGLISH TRANSLATION OF THE FORM OF REPURCHASE ASSIGNMENT — FOR INFORMATION PURPOSES ONLY]




BETWEEN:




                                        ,




(hereinafter referred to as the “Assignor”),




AND:




                                        ,




(hereinafter referred to as the “Assignee”).




WHEREAS :





	A.	 	The Assignor is the owner of a number of receivables pursuant to contracts and/or invoices
listed below or identified in the data file attached hereto (the “Receivables”):





	 	 	 	 	 	 	 
	 	 	Name or	 	 	 	 
	Invoice	 	identity of	 	 	 	 
	number	 	obligor	 	Address	 	Amount
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 






	B.	 	The Assignor wishes to assign and the Assignee wishes to acquire the Receivables.
Consequently, the parties have agreed to enter into this assignment of Receivables.





NOW THEREFORE, IT HAS BEEN AGREED AS FOLLOWS





	1.	 	ASSIGNMENT
	 
	 	 	The Assignor sells and assigns the Receivables, in principal and interest, to the Assignee who
accepts such assignment in accordance with Articles 1689 et seq. of the French Civil Code, with
all rights, actions, privileges and security which may be attached thereto.
	 
	2.	 	PRICE
	 
	 	 	The assignment of Receivables hereunder is granted in consideration for a price of [___]
euros. (EUR [___]) paid by the Assignor by wire transfer to the Assignor’s order.




31









 






	3.	 	APPLICABLE LAW — JURISDICTION
	 
	 	 	This assignment shall be governed by and interpreted in accordance with French law.
	 
	 	 	In the event of any disputes arising from this agreement or the performance thereof, the
parties agree to submit to the exclusive jurisdiction of the Commercial Court of Paris.
	 
	4.	 	DELIVERY OF TITLE
	 
	 	 	A copy of this agreement has been delivered to each of the Assignor and Assignee.
	 
	Executed in Paris, on [___]





	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 
	 	 

	 	 
	[          ]

Assignor

	 	 	 	[          ]

Assignee	 	 







32










 




EXECUTION COPY




Dated 13 October 2006





	 	(1)	 	ERASMUS CAPITAL CORPORATION as Borrower
	 
	 	(2)	 	THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO as Liquidity
Lenders
	 
	 	(3)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (trading as RABOBANK
INTERNATIONAL), LONDON BRANCH as Agent and Administrator





 






LIQUIDITY AGREEMENT
 










LONDON




 









 




CONTENTS





	 	 	 	 	 	 	 	 	 
	 	 Clause	 
	 	 	Page
	 	1.	 	 	DEFINITIONS AND INTERPRETATIONS
	 	 	1	 
	 
	 	2.	 	 	LIQUIDITY ADVANCES AND PAYMENTS
	 	 	1	 
	 
	 	3.	 	 	CONDITIONS PRECEDENT
	 	 	11	 
	 
	 	4.	 	 	REPRESENTATIONS AND WARRANTIES
	 	 	12	 
	 
	 	5.	 	 	COVENANTS OF THE BORROWER
	 	 	14	 
	 
	 	6.	 	 	TERMINATION EVENTS
	 	 	14	 
	 
	 	7.	 	 	INDEMNIFICATION
	 	 	18	 
	 
	 	8.	 	 	THE AGENT
	 	 	24	 
	 
	 	9.	 	 	MISCELLANEOUS
	 	 	28	 






SCHEDULES





	1.	 	COMMITMENTS





EXHIBITS





	A.	 	FORM OF BORROWING REQUEST
	 
	B.	 	FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT





 









 










THIS AGREEMENT is dated 13 October 2006 and is made between:





	(1)	 	ERASMUS CAPITAL CORPORATION a Delaware corporation, as the Borrower;
	 
	(2)	 	THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO as Liquidity Lenders; and
	 
	(3)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (TRADING AS RABOBANK INTERNATIONAL),
LONDON BRANCH, as Agent for the Liquidity Lenders and Administrator on behalf of the Borrower.





IT IS AGREED that:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Terms defined in the Schedule of Definitions
	 
	 	 	In this Agreement, unless otherwise defined herein or the context otherwise requires,
capitalised terms have the meanings set forth in the Master Schedule of Definitions,
Interpretations and Construction, dated as of the date hereof and signed by the parties
hereto and others for the purposes of identification (the
“Schedule of Definitions”).
	 
	1.2	 	Interpretation
	 
	 	 	The principles of interpretation, construction and calculation set forth in Clauses 2 and 3
of the Schedule of Definitions apply to this Agreement as if fully set forth herein.
	 
	1.3	 	Amendments to Schedule of Definitions
	 
	 	 	No amendment, restatement, supplement or other modification to the Schedule of Definitions
after the date of this Agreement shall affect the terms of this Agreement unless approved in
writing by the parties to this Agreement.
	 
	2.	 	LIQUIDITY ADVANCES AND PAYMENTS
	 
	2.1	 	Liquidity Advance facility and commitments






	 	(a)	 	Subject to the terms and conditions of this Agreement, including those set out
in Clause 3 (Conditions precedent), the Liquidity Lenders shall make advances to the
Borrower in Euro from time to time (each an “Liquidity Advance”) and on any Settlement
Date occurring during the period from the Closing Date to the Commitment Termination
Date. Subject to the terms of this Agreement and the other Transaction Documents,
Liquidity Advances may be borrowed, reborrowed and/or repaid in accordance with this
Agreement.
	 
	 	(b)	 	In respect of each Settlement Date, occurring during the period from the
Closing Date to the Termination Date, on which the Borrower is not able to make Funding
Advances to the Company under Clause 2.1 (Advance facility and Commitments) of the
Receivables Funding Agreement where the conditions for doing so are satisfied (other
than by reason of the occurrence of




1









 






	 	 	 	the Termination Date or an insolvency of the Borrower), the Borrower may deliver a
Borrowing Request for an Liquidity Advance in an amount equal to the lesser of:






	 	(i)	 	the amount it is at such time entitled to request under this
Agreement; and
	 
	 	(ii)	 	the amount of the Funding Advances it makes on such Settlement
Date to the Company.






	 	(c)	 	In respect of each Settlement Date on which the Borrower remains obligated to
pay maturing Commercial Paper, or pay an amount under a Forward Contract the proceeds
of which will be used to pay maturing Commercial Paper, the Borrower may deliver a
Borrowing Request for an Liquidity Advance in an amount equal to the lesser of:






	 	(i)	 	the amount it is at such time entitled to request hereunder;
and
	 
	 	(ii)	 	the amount it is obligated to pay in respect of such Commercial
Paper or Forward Contract, as the case may be.






	 	(d)	 	Notwithstanding any other provision of this Agreement:






	 	(i)	 	No Liquidity Advance shall be made on or after the Commitment
Termination Date.
	 
	 	(ii)	 	No Liquidity Lender shall be obligated to fund its share of any
Liquidity Advance on any date if, after giving effect to such Liquidity Advance
and the application of the proceeds thereof on the date of such Liquidity
Advance in accordance with this Agreement:






	 	(A)	 	the share of such Liquidity Lender in the Net
Liquidity Advances would exceed the Available Commitment of such
Liquidity Lender at such time; or
	 
	 	(B)	 	the Net Liquidity Advances would:






	 	(I)	 	with respect to any Liquidity
Advance the proceeds of which will be used to repay Commercial
Paper or make payments under a Forward Contract, exceed the
Asset Balance at such time; or
	 
	 	(II)	 	with respect to any Liquidity
Advance the proceeds of which will be used to fund Funding
Advances under the Receivables Funding Agreement, cause the sum
of the Net Funding Advances and the Net Liquidity Advances to
exceed the lesser of (i) the Maximum Net Advances and (ii) the
Borrowing Base as determined as of the last day of the
immediately preceding Reporting Period.




2









 












	2.2	 	Borrowing procedures






	 	(a)	 	The Borrower shall (and the Administrator on the Borrower’s behalf may) request
an Liquidity Advance to be made hereunder by delivering (or causing to be delivered) to
the Agent (with a copy to each Liquidity Lender) by facsimile a Borrowing Request on
the proposed Advance Date of any Liquidity Advance (including the initial Liquidity
Advance). Each such Borrowing Request shall, in accordance with Clause 2.1(a),
specify:






	 	(i)	 	the date of such Liquidity Advance (the “Advance Date”) which
shall be a Settlement Date;
	 
	 	(ii)	 	subject to Clause 2.1(c), the amount of such Liquidity Advance;
	 
	 	(iii)	 	the Settlement Date on which repayment of the principal amount
of such Liquidity Advance and payment of Interest on such Liquidity Advance is
due; and
	 
	 	(iv)	 	all other information specified in Exhibit A (Form of Borrowing
Request).






	 	(b)	 	Except as provided in Clause 2.2(c), each Borrowing Request shall be
irrevocable and binding on the Borrower, and the Borrower shall indemnify the Agent and
the Liquidity Lenders against any loss or expense incurred by the Agent or the
Liquidity Lenders, either directly or indirectly as a result of any failure by the
Borrower to borrow any Liquidity Advance, including any loss or expense incurred by the
Agent or the Liquidity Lenders, either directly or indirectly by reason of the
liquidation or reemployment of funds acquired by the Liquidity Lenders or any of them
(including funds obtained by obtaining deposits or loans from third parties) in order
to fund such Liquidity Advance.
	 
	 	(c)	 	In the event that the Borrower shall deliver a Borrowing Request in accordance
with Clause 2.2(a) and it shall notify the Agent on the proposed Advance Date of the
Liquidity Advance requested thereby that such Borrowing Request should be revoked, then
such Borrowing Request shall without further act by any Person be revoked and of no
further effect, and no Liquidity Advances may or shall be made pursuant thereto.
	 
	 	(d)	 	On each Advance Date, each Liquidity Lender shall remit its share of the
aggregate amount of each Liquidity Advance to be made on such Advance Date to the Agent
by wire transfer of same day funds to the account of the Agent specified therefor from
time to time by the Agent by notice to the Liquidity Lenders no later than two hours
following such Liquidity Lender’s receipt of the Borrowing Request therefor pursuant to
Clause 2.1 (Liquidity Advance facility and Commitments) (or, if the Borrowing Request
is delivered prior to the proposed Advance Date, not later than 2.30 p.m., London time,
on such Advance Date). Following the Agent’s receipt of funds from the Liquidity
Lenders as aforesaid, the Agent shall without delay remit such funds received by wire
transfer of same day funds to the Borrower’s account set forth




3









 






	 	 	 	in Schedule 1 (Payment Information) to the Schedule of Definitions or to any other
account specified by the Borrower.
	 
	 	(e)	 	The obligation of each Liquidity Lender to remit its Pro Rata Share of any
Liquidity Advance shall be several from that of each other Liquidity Lender, and the
failure of any Liquidity Lender to so make such amount available to the Agent shall not
relieve any other Liquidity Lender of its obligation hereunder. Each Liquidity Bank
hereby acknowledges and agrees that the Purchaser and the AGCO Parties are third-party
beneficiaries of the Liquidity Banks’ obligations to make Liquidity Advances pursuant
to this Clause 2.2.
	 
	 	(f)	 	Without limiting the generality of Clauses 9.11 (No bankruptcy petition) and
8.12 (Limited recourse), the obligations of the Borrower under this Agreement shall be
payable solely from and to the extent of amounts received by it under the Receivables
Funding Agreement, the Security Agreement and the other Transaction Documents and
available for distribution in respect of such obligations.






	2.3	 	Payment of principal and interest






	 	(a)	 	The Borrower shall repay the principal amount of the Liquidity Advances to the
Agent for the account of the Liquidity Lenders:






	 	(i)	 	in full on the earlier of:






	 	(A)	 	the Commitment Termination Date; and
	 
	 	(B)	 	the Settlement Date set forth in the Borrowing
Request applicable to such Liquidity Advance;






	 	(ii)	 	on each Settlement Date, to the extent that, absent such
repayment:






	 	(A)	 	after giving effect to any repayments on such
Settlement Date, the share of any Liquidity Lender in the Net Liquidity
Advances would exceed the Available Commitment of such Liquidity
Lender; or
	 
	 	(B)	 	the sum of the Net Funding Advances and the Net
Liquidity Advances would exceed the lesser of:






	 	(I)	 	the Borrowing Base as
determined as of the last day of the immediately preceding
Reporting Period; and
	 
	 	(II)	 	the Maximum Net Advances; and






	 	(iii)	 	on each Settlement Date after the Termination Date, in an
amount equal to the Collections available for such payment in accordance with
Clause 4 (Allocation, distribution and deposit of Collections) of the
Receivables Servicing Agreement.




4









 












	 	(b)	 	The Borrower shall pay Interest to the Agent for the account of the Liquidity
Lenders on the Liquidity Advances from time to time outstanding, on the dates and
calculated as provided in this Clause 2.
	 
	 	(c)	 	The Net Liquidity Advances shall not be deemed reduced by any amount held in
trust or in any account, including the CP Lender Account, unless and until, and then
only to the extent that, such amount is finally paid to the Agent in accordance with
this Clause 2.3.
	 
	 	(d)	 	The parties hereto agree and acknowledge that on any Settlement Date on which
repayment of Liquidity Advances and payment of Interest is due under this Agreement,
such Liquidity Advances and Interest shall be paid out of the Collections to the extent
available therefore pursuant to Clause 4.1 (Allocation and distribution of Collections)
of the Receivables Servicing Agreement. Any payments so made shall be treated as
payments by the Borrower to the Liquidity Lenders hereunder.






	2.4	 	Determination of interest and interest periods






	 	(a)	 	For the purpose of calculation and payment of Interest hereunder, from time to
time the Agent shall allocate each Liquidity Advance to one or more portions (each a
“Tranche"). At any time, each Tranche will be associated with a particular Interest
Period, and Interest will accrue thereon at the interest rate determined in accordance
with this Clause 2.4. The Agent shall make each such allocation and select the
corresponding Interest Periods on or before the date of any requested Liquidity Advance
or the expiration of any then existing Interest Period.
	 
	 	(b)	 	Each Interest Period applicable to any Tranche shall be one month, running from
(and including) a Settlement Date to (but excluding) the next succeeding Settlement
Date; provided that, following the due date of any Tranche, each Interest Period
applicable to such Tranche shall be a period of one day.
	 
	 	(c)	 	(i) If the Agent is unable to obtain on a timely basis the information
necessary to determine EURIBOR for any proposed Interest Period, then:






	 	(A)	 	the Agent shall forthwith notify the Liquidity
Lenders and the Borrower that EURIBOR cannot be determined for such
Interest Period; and
	 
	 	(B)	 	while such circumstances exist, any outstanding
Tranche shall be reallocated to an Interest Period with respect to
which Interest is calculated by reference to the Base Rate.






	 	(ii)	 	If, with respect to any outstanding Interest Period, any
Liquidity Lender notifies the Agent that it is unable to obtain matching
deposits in the applicable interbank market to fund its purchase or maintenance
of such Tranche or that EURIBOR will not adequately reflect the cost to it of
funding or maintaining such Tranche for such Interest Period, then:




5









 












	 	(A)	 	the Agent shall forthwith so notify the
Borrower; and
	 
	 	(B)	 	upon such notice and thereafter while such
circumstances continue to exist, any outstanding Tranche shall be
reallocated to an Interest Period with respect to which Interest is
calculated by reference to the Base Rate.






	 	(iii)	 	Notwithstanding any other provision of this Agreement, if any
Liquidity Lender shall notify the Agent that it has determined that the
introduction of or any change to or in the interpretation of any Law makes it
unlawful, or any central bank or other Official Body asserts that it is
unlawful for such Liquidity Lender to fund the purchases or maintenance of any
Tranche accruing Interest calculated by reference to EURIBOR, then:






	 	(A)	 	as of the effective date of such notice from
such Liquidity Lender to the Agent, the obligation or ability of such
Liquidity Lender to fund the making or maintenance of any Tranche
accruing Interest calculated by reference to EURIBOR shall be suspended
until such Liquidity Lender notifies the Agent that the circumstances
causing such suspension no longer exist; and
	 
	 	(B)	 	such Liquidity Lender’s share of such Tranche
shall either:






	 	(I)	 	if such Liquidity Lender may
lawfully continue to maintain such Tranche accruing Interest
calculated by reference to EURIBOR until the last day of the
applicable Interest Period, be reallocated on the last day of
such Interest Period to another Interest Period and shall
accrue Interest calculated by reference to the Base Rate; or
	 
	 	(II)	 	if such Liquidity Lender shall
determine that it may not lawfully continue to maintain such
Tranche accruing Interest calculated by reference to EURIBOR
until the end of the applicable Interest Period, be deemed to
accrue Interest at the Base Rate from the effective date of
such notice until the end of such Interest Period.






	2.5	 	Interest, fees and other costs and expenses






	 	(a)	 	The Borrower shall pay, as and when due in accordance with this Agreement, the
Receivables Servicing Agreement or the Fee Letter all fees hereunder and under the Fee
Letter payable by it and all amounts payable by it pursuant to Clause 7
(Indemnification), if any.
	 
	 	(b)	 	On each Settlement Date on which repayment of the principal amount of a Tranche
is due and payable in accordance with Clause 2.3 (Payment of principal and Interest),
the Borrower shall pay to the Agent, on behalf of the Liquidity Banks, an amount equal
to the accrued and unpaid Interest for the related Interest Period.




6









 












	2.6	 	Payments; overdue interest






	 	(a)	 	Notwithstanding anything contained herein or in any other Transaction Document
to the contrary, all amounts to be paid or deposited by the Borrower (or the Agent on
its behalf) hereunder shall be paid in a manner such that the amount to be paid or
deposited is actually received by the Person to which such amount is to be paid or on
behalf of which such amount is to be deposited, in accordance with the terms hereof or
of the Receivables Servicing Agreement, as applicable, on the day when due in
immediately available funds. If such amounts are payable to the Agent (whether on
behalf of the Liquidity Lenders or otherwise) they shall be paid or deposited in the
account indicated under the heading “Payment Information” in Schedule 1 (Payment
Information) to the Schedule of Definitions, until otherwise notified by the Agent.
	 
	 	(b)	 	The Borrower shall, to the extent permitted by Law, pay to the Agent, for the
benefit of the Liquidity Lenders, upon demand, interest on all amounts not paid or
deposited when due hereunder at the Default Rate.






	2.7	 	Right of set-off
	 
	 	 	Each of the Agent and the Liquidity Lenders is hereby authorised (in addition to any other
rights it may have) at any time after the occurrence and during the continuance of a
Termination Event or a Potential Termination Event to set-off, appropriate and apply
(without presentment, demand, protest or other notice which are hereby expressly waived) any
deposits and any other indebtedness held or owing by the Agent or the Liquidity Lenders to,
or for the account of, the Borrower against any amount owing by the Borrower to the Agent or
to the Liquidity Lenders on behalf of such Person (even if contingent or unmatured).
	 
	2.8	 	Sharing of payments, etc.
	 
	 	 	If any Liquidity Lender (for purposes of this Clause 2.8 only, being a “Recipient”) shall
obtain any payment (whether voluntary, involuntary, through the exercise of any right of
setoff, or otherwise) of principal or of interest on any Liquidity Advance in excess of its
ratable share of payments on account of such Liquidity Advance obtained by the Liquidity
Lenders entitled thereto, such Recipient shall forthwith purchase from the Liquidity Lenders
entitled to a share of such amount participations in the portions of its Liquidity Advances
as shall be necessary to cause such Recipient to share the excess payment ratably with each
such other Person entitled thereto; provided that if all or any portion of such excess
payment is thereafter recovered from such Recipient, such purchase from each such other
Person shall be rescinded and each such other Person shall repay to the Recipient the
purchase price paid by such Recipient for such participation to the extent of such recovery,
together with an amount equal to such other Person’s ratable share (according to the
proportion of the amount of such other Person’s required payment to the total amount so
recovered from the Recipient) of any interest or other amount paid or payable by the
Recipient in respect of the total amount so recovered.




7









 






	2.9	 	Downgrade of Liquidity Lender






	 	(a)	 	(i) If at any time on or prior to the Commitment Termination Date the short
term debt rating of any Liquidity Lender shall be lower than “A-1+” (or unrated) from
S&P or lower than “P-1” (or unrated) from Moody’s, then such Liquidity Lender shall,
within 30 days after request by the Agent transfer its rights and obligations hereunder
to another financial institution (which institution shall have a short term debt rating
of at least “A-1+” from S&P and “P-1” from Moody’s, and shall be acceptable to the
Administrator on behalf of the Borrower and the Agent), if there be any financial
institution so qualified and willing to accept such assignment, and either arranged by
the Agent or arranged by such Liquidity Lender in the exercise of its reasonable
efforts.






	 	(ii)	 	If any such Liquidity Lender shall not have transferred its
rights and obligations under this Agreement within the applicable time period
described above (in either such case, the “Required Downgrade Assignment
Period”), the Borrower (and the Administrator on its behalf) shall have the
right to require such Liquidity Lender, and each Liquidity Lender hereby agrees
in such event, to pay to the Agent upon one Business Day’s notice at any time
after the Required Downgrade Assignment Period an amount equal to such
Liquidity Lender’s unused Commitment (provided that the sum of such amounts
shall not exceed such Liquidity Lender’s Commitment) (a “Downgrade Draw”), for
deposit by the Agent into an account in the name of the Agent (a “Downgrade
Collateral Account”), for application in accordance with Clause 2.10(b).






	 	(b)	 	If any Liquidity Lender shall be required pursuant to Clause 2.10(a) to fund a
Downgrade Draw, then the Agent shall apply the monies in the Downgrade Collateral
Accounts applicable to such Liquidity Lender to the payment of such Liquidity Lender’s
Pro Rata Share of Liquidity Advances required to be made by the Liquidity Lenders at
the times, in the manner and subject to the conditions precedent set forth in this
Agreement. The deposit of monies in such Downgrade Collateral Account by any Liquidity
Lender shall not constitute an Liquidity Advance (and such Liquidity Lender shall not
be entitled to interest on such monies except as provided below in this Clause 2.10(b))
unless and until (and then only to the extent that) such monies are used to fund
Liquidity Advances pursuant to the first sentence of this Clause 2.10(b). The amount on
deposit in such Downgrade Collateral Account shall be invested by the Agent in Eligible
Investments and such Eligible Investments shall be selected by the Agent in its sole
discretion. The Agent shall remit to such Liquidity Lender, on the last Business Day
of each month, the income actually received thereon. Unless required to be released as
provided in this Clause 2.10(b), Collections received by the Agent in respect of such
Liquidity Lender’s portion of the Liquidity Advances shall be deposited in the
Downgrade Collateral Account for such Liquidity Lender. Amounts on deposit in such
Downgrade Collateral Account shall be released to such Liquidity Lender within one
Business Day after each Settlement Date following the Termination Date to the extent
that, after giving effect to the distributions made and received by the Liquidity
Lenders on such Settlement




8









 






	 	 	 	Date, the amount on deposit in such Downgrade Collateral Account would exceed such
Liquidity Lender’s Pro Rata Share (determined as of the day prior to the Termination
Date) of the sum of all Tranches then funded by the Liquidity Lenders, plus Interest
thereon. All amounts remaining in such Downgrade Collateral Account shall be
released to such Liquidity Lender no later than the Business Day immediately
following the earliest of:






	 	(i)	 	the effective date of any replacement of such Liquidity Lender
or removal of such Liquidity Lender as a party to this Agreement;
	 
	 	(ii)	 	the date on which such Liquidity Lender shall furnish the Agent
with confirmation that such Liquidity Lender shall have short term debt ratings
of at least “A 1+” from S&P and “P 1” from Moody’s, and shall not be on credit
watch with negative implications from each such agency; and
	 
	 	(iii)	 	the Commitment Termination Date (or, if earlier, the
Commitment Termination Date in effect prior to any renewal pursuant to Clause
2.10 (Non-renewing Liquidity Lenders) to which such Liquidity Lender does not
consent).






	 	 	 	Nothing in this Clause 2.9 shall affect or diminish in any way any such downgraded
Liquidity Lender’s Commitment to the Borrower or such downgraded Liquidity Lender’s
other obligations and liabilities hereunder and under the other Transaction
Documents.






	2.10	 	Non-renewing Liquidity Lenders
	 
	 	 	The Borrower shall request each year (which request shall be made not more than 60 nor less
than 15 days prior to the then-current Commitment Termination Date) that the Liquidity
Lenders renew their Commitments hereunder for a period not exceeding one additional year.
If all or some but less than all the Liquidity Lenders consent to such renewal within 10
days of such request, the Commitment of such consenting Banks shall be so renewed. The
Borrower shall use reasonable endeavours to arrange for a transfer to one or more financial
institutions of all the rights and obligations hereunder of each non consenting Liquidity
Lender in accordance with Clause 9.8 (Successors and assigns; binding effect). Any such
transfer shall become effective on the then current Commitment Termination Date. Each
Liquidity Lender which does not so consent to any renewal shall cooperate fully with the
Borrower in effectuating any such transfer. The Agent hereby agrees that, in the event that
a Liquidity Lender does not consent to any renewal requested by the Borrower pursuant to
this Clause 2.10, it will use all reasonable efforts to identify, or otherwise assist in
identifying, a financial institution to whom such Liquidity Lender’s rights and obligations
hereunder may be transferred pursuant to this Clause 2.10 and in accordance with Clause 9.8
(Successors and assigns; binding effect); provided that:






	 	(a)	 	neither the Agent nor any other Liquidity Lender shall be under any obligation
to itself accept any such transfer or to otherwise increase its Commitment as a result
of, or otherwise in connection with, any failure to identify such financial institution
and/or for any financial institution to accept such transfer; and




9









 






	 	(b)	 	the failure of the Agent to identify any such financial institution or for any
such financial institution to accept such transfer shall not give rise to any liability
on the part of the Agent. If none or less than all the Commitments of the non-renewing
Liquidity Lenders are so transferred as provided above, then:






	 	(i)	 	the extended Commitment Termination Date shall be effective
with respect to the renewing Liquidity Lenders;
	 
	 	(ii)	 	the Facility Limit shall automatically be reduced to an amount
(rounded downward to the nearest €1,000) equal to the aggregate of the
Commitments of all renewing Liquidity Lenders; and
	 
	 	(iii)	 	this Agreement and the Commitments of the renewing Liquidity
Lenders shall remain in effect in accordance with their terms notwithstanding
the expiration of the Commitments of the non-renewing Liquidity Lenders.






	2.11	 	Defaulting Liquidity Lender
	 
	 	 	If on any Advance Date, one or more Liquidity Lenders (each being a “Defaulting Liquidity
Lender”, and each Liquidity Lender other than any Defaulting Liquidity Lender being a “Non
Defaulting Liquidity Lender”) fails to fund its Pro Rata Share of any Liquidity Advance to
be made by it pursuant to Clause 2.2 (the aggregate amount not so paid being herein called
the “Unpaid Liquidity Advance”), then the Agent shall instruct each Non Defaulting Liquidity
Lender to pay in immediately available funds, to the applicable account of the Agent set
forth in Schedule 1 (Payment information) to the Schedule of Definitions, an amount equal to
the lesser of:






	 	(a)	 	such Non Defaulting Liquidity Lender’s proportionate share (based upon the
relative Commitments of the Non Defaulting Liquidity Lenders) of the Unpaid Liquidity
Advance; and
	 
	 	(b)	 	its unused Commitment.






	 	 	A Defaulting Liquidity Lender shall forthwith, upon demand, pay to the Agent for the ratable
benefit of the Non Defaulting Liquidity Lenders all amounts paid by each Non Defaulting
Liquidity Lender in respect of such Defaulting Liquidity Lender’s Unpaid Liquidity Advance,
together with interest thereon, for each day from the date when such an amount was made by a
Non Defaulting Liquidity Lender until the date such Non Defaulting Liquidity Lender has been
repaid such amounts in full, at a rate per annum equal to the sum of the applicable Base
Rate plus 2%) per annum. In addition, if, after giving effect to the payments by the
Non-Defaulting Liquidity Lenders, any Unpaid Liquidity Advance continues to exist, then each
Defaulting Liquidity Lender shall pay interest to the Agent, for the account of the
Non-Defaulting Liquidity Lenders, on such Defaulting Liquidity Lender’s portion of such
remaining Unpaid Liquidity Advance, at a rate per annum equal to the sum of the applicable
Base Rate plus 2.00% per annum, for each day from the applicable Advance Date until the date
such Defaulting Liquidity Lender shall pay its portion of such remaining Unpaid Liquidity
Advance in full to the Non-Defaulting Liquidity Lenders.




10









 






	2.12	 	Transfers
	 
	 	 	All transfers required by this Clause 2 shall occur by way of novation done in accordance
with Clause 9.8 (Successors and assigns; binding effect). All parties agree to cooperate and
to enter into all documentation reasonably necessary to give effect to such novation.
	 
	2.13	 	Enforcement
	 
	 	 	Each assignee and transferee Liquidity Lender pursuant to this Clause 2 shall be responsible
for all costs of enforcement (including stamp duties, if applicable) incurred by any other
party hereto in connection with such Liquidity Lender’s obligations respect thereto.
	 
	2.14	 	Use of proceeds
	 
	 	 	The Borrower will use the proceeds of each Liquidity Advance only for the purpose of making
or repaying Funding Advances pursuant to the Receivables Funding Agreements, repaying
Liquidity Advances or paying maturing Commercial Paper or amounts under a Forward Contract
the proceeds of which will be used to pay maturing Commercial Paper.
	 
	3.	 	CONDITIONS PRECEDENT
	 
	3.1	 	Conditions precedent to Closing
	 
	 	 	The occurrence of the Closing Date and the effectiveness of the Commitments hereunder shall
be subject to the fulfilment to the satisfaction of the Agent of all of the conditions
precedent described in Clause 3.1 (Conditions precedent to closing) of the Receivables
Funding Agreement.
	 
	3.2	 	Conditions precedent to all Liquidity Advances
	 
	 	 	Each Liquidity Advance hereunder (including the initial Liquidity Advance) shall be subject
to the conditions precedent that:






	 	(a)	 	the Closing Date shall have occurred;
	 
	 	(b)	 	on the date of such Liquidity Advance the Commitment Termination Date shall not
have occurred;
	 
	 	(c)	 	the Agent shall have received a Borrowing Request, appropriately completed,
within the time period required by Clause 2.2 (Borrowing procedures); and
	 
	 	(d)	 	on the date of such Liquidity Advance the following additional conditions shall
have been satisfied (and the Borrower by accepting the amount of such Liquidity Advance
shall be deemed to have certified that):






	 	(i)	 	with respect to any Liquidity Advance the proceeds of which
will be used to repay Commercial Paper, make payments under Forward Contract,
fund Funding Advances under the Receivables Funding Agreement or repay
Liquidity Advances hereunder:




11









 












	 	(A)	 	an Insolvency Event with respect to the
Borrower shall not have occurred; and
	 
	 	(B)	 	the making of such Liquidity Advance shall not
violate any provision of Clause 2.1; and






	 	(ii)	 	with respect to any Liquidity Advance the proceeds of which
will be used to make Funding Advances under the Receivables Funding Agreement:






	 	(A)	 	the Agent shall have received such approvals,
documents, instruments, certificates and opinions as the Agent, the
Administrator or any Liquidity Lender, may reasonably and in good faith
request;
	 
	 	(B)	 	the representations and warranties contained in
Clause 4.1 (Representations and warranties of the Borrower) shall be
true, complete and correct on and as of such day as though made on and
as of such day and shall be deemed to have been made on such day;
	 
	 	(C)	 	no Termination Event or Potential Termination
Event shall have occurred and be continuing;
	 
	 	(D)	 	the Termination Date shall not have occurred;
	 
	 	(E)	 	the making of such Liquidity Advance shall not
violate any provision of Clause 2.1 (Liquidity Advance facilities and
commitment); and
	 
	 	(F)	 	the Agent shall have received a Master Servicer
Report with respect to the proposed Advance Date in accordance with
Clause 3.2(b) of the Receivables Servicing Agreement and the
information set forth therein shall be true, complete and correct.






	4.	 	REPRESENTATIONS AND WARRANTIES
	 
	4.1	 	Representations and warranties of the Borrower
	 
	 	 	The Borrower represents and warrants to the Agent, the Administrator and the Liquidity
Lenders, that, on the dates set forth in Clause 4.2 (with reference to the circumstances
existing on each such date):






	 	(a)	 	Corporate existence and power
	 
	 	 	 	It:






	 	(i)	 	is a limited company duly organised, validly existing and in
good standing under the laws of its jurisdiction of organisation;
	 
	 	(ii)	 	has all corporate power and all licenses, authorisations,
consents, approvals and qualifications of and from all Official Bodies and
other




12









 






	 	 	 	third parties required to carry on its business in each jurisdiction in
which its business is now and proposed to be conducted (except where the
failure to have any such licenses, authorisations, consents, approvals and
qualifications would not individually or in the aggregate have a Material
Adverse Effect); and
	 
	 	(iii)	 	is duly qualified to do business in and in good standing in
every other jurisdiction in which the nature of its business requires it to be
so qualified, except where the failure to be so qualified or in good standing
would not individually or in the aggregate have a Material Adverse Effect.






	 	(b)	 	Corporate and governmental authorisation; contravention
	 
	 	 	 	The execution, delivery and performance by it of this Agreement and the other
Transaction Documents to which it is a party:






	 	(i)	 	are within its corporate powers;
	 
	 	(ii)	 	have been duly authorised by all necessary corporate and
shareholder action;
	 
	 	(iii)	 	require no action by or in respect of, or filing with, any
Official Body or official thereof or third party (except for any filings in
respect of the Agent’s security interests pursuant to the Security Documents);
	 
	 	(iv)	 	do not contravene or constitute a default under:






	 	(A)	 	its Organic Documents;
	 
	 	(B)	 	any Law applicable to it;
	 
	 	(C)	 	any contractual restriction binding on or
affecting it or its property; or
	 
	 	(D)	 	any order, writ, judgment, award, injunction,
decree or other instrument binding on or affecting it or its property;
or






	 	(v)	 	result in the creation or imposition of any Adverse Claim upon
or with respect to its property (except as contemplated hereby).






	 	(c)	 	Binding effect




13









 






	 	 	 	Each of this Agreement and the other Transaction Documents to which it is a party
has been duly executed and delivered and constitutes its legal, valid and binding
obligations, enforceable against it in accordance with its terms (as such
enforcement may be subject to any applicable Enforcement Limitation).






	4.2	 	Repetition of representations and warranties
	 
	 	 	The representations and warranties of the Company given in Clause 4.1 (Representation and
warranties by the Borrower) shall be given on the Closing Date and on each Settlement Date.
	 
	5.	 	COVENANTS OF THE BORROWER
	 
	 	 	The Borrower shall not issue any Commercial Paper in connection with the transaction
contemplated hereby or the other Transaction Documents:






	 	(a)	 	unless, after taking into account the issue and application of proceeds thereof
in accordance with the terms hereof and the other Transaction Documents, the Net
Receivables Balance equals or exceeds the sum of:






	 	(i)	 	the aggregate amount of outstanding Commercial Paper issued to
fund Funding Advances; plus
	 
	 	(ii)	 	the Net Liquidity Advances; plus
	 
	 	(iii)	 	the Required Capital Percentage of the Net Receivables
Balance,






	 	 	 	at such time; or
	 
	 	(b)	 	if any of the maturing dates of such Commercial Paper are on or after the last
day of the next following Reporting Period.






	6.	 	TERMINATION EVENTS
	 
	6.1	 	Termination Events
	 
	 	 	The occurrence of any one or more of the following events shall constitute a “Termination
Event”:






	 	(a)	 	Payments, Covenants and Agreements. The Parent, the Company, the Master
Servicer, any Originator or other AGCO Party shall fail:






	 	(i)	 	to make any payment or deposit required hereunder or under any
Transaction Document to which it is a party when due and such failure shall
remain unremedied for three Business Days; or
	 
	 	(ii)	 	to perform or observe in any material respect any term,
obligation, covenant, undertaking or agreement hereunder (other than as
referred to in Clause 6.1(a)(i)) and such failure shall remain unremedied for
20 days.






	 	(b)	 	Reports. The Master Servicer shall fail to deliver:




14









 












	 	(i)	 	on any Master Servicer Reporting Date, the duly completed
Master Servicer Report to be delivered on such date and such failure shall
remain unremedied for 20 days; or
	 
	 	(ii)	 	on any Reporting Date, the duly completed Accounts Receivables
Listing or Obligor Information Listing to be delivered on such date and such
failure shall remain unremedied for three Business Days.






	 	(c)	 	Representations and Warranties. Any representation, warranty, certification or
statement made by the Parent, the Company any Originator, the Master Servicer or any
other AGCO Party in this Agreement, any other Transaction Document to which any of them
is a party or in any other document delivered pursuant hereto or thereto, shall prove
to have been incorrect in any material respect when made or deemed made and, if capable
of remedy, to have remained incorrect for three Business Days thereafter.
	 
	 	(d)	 	Insolvency Proceedings. An Insolvency Event shall occur in respect of the
Parent, the Company, any Originator, the Master Servicer or any other AGCO Party.
	 
	 	(e)	 	Indebtedness. Indebtedness (other than to another Group Company) of any one or
more of the Parent, any Originator, the Master Servicer or any other AGCO Company
(whether individually or collectively) has been declared to be or otherwise has become
due and payable prior to its scheduled maturity date and this could have a Material
Adverse Effect.
	 
	 	(f)	 	Judgement. Any judgement or decree is entered against the Parent, any
Originator, the Master Servicer or any other AGCO Party which could have a Material
Adverse Effect.
	 
	 	(g)	 	Laws. The Master Servicer shall at any time be prohibited by any relevant law
from acting as Master Servicer under the Receivables Servicing Agreement and no
replacement Master Servicer satisfactory to the Agent (acting reasonably) has been
appointed in accordance with the terms of the Receivables Servicing Agreement within 15
Business Days.
	 
	 	(h)	 	Resignation of Master Servicer. The Master Servicer, at any time, voluntarily
resigns from its role as Master Servicer and, at such time, an Affiliate of the Master
Servicer acceptable to the Agent (acting reasonably) has not been appointed as a
replacement Master Servicer.
	 
	 	(i)	 	Enforceability. At any time this Agreement, any Receivables Transfer Agreement
or any other Transaction Document to which any Originator, the Company, the Master
Servicer, the Parent or any other AGCO Party is a party ceases to be the legally valid,
binding or enforceable obligation of such Originator, the Company, the Master Servicer,
the Parent or such other AGCO Party or the sale and transfer, assignment, Subrogation,
endorsement or other transfer of Receivables or Related Assets under a Receivables
Transfer Agreement, in any material number (in relation to the Total Receivables Pool
or any other Receivables Pool) in the reasonable opinion of the Agent, is not or ceases
to be legally valid, binding or enforceable.




15









 






	 	(j)	 	Title to Receivables. (i) The Company (or the relevant Originator prior to any
sale and transfer thereof under any Receivables Transfer Agreement) shall cease to have
a fully perfected ownership interest in Purchased Receivables in any material number
(in relation to the Total Receivables Pool or any other Receivables Pool) in the
reasonable opinion of the Agent, or the ability to obtain unilaterally such a fully
perfected ownership interest, free from any Adverse Claim; or (ii) the Agent, on behalf
of the Secured Parties, shall for any reason fail or cease to have a valid and
enforceable first priority perfected security interest ranking ahead of any other
security interest and the interest of any other creditor of the Company and/or the
Originators, in each Purchased Receivable and all of the other Affected Assets, free
and clear of any Adverse Claim;
	 
	 	(k)	 	Pool Triggers. Any of the following shall occur:






	 	(i)	 	the Average Default Ratios shall exceed 2.8% on any Reference
Date; or
	 
	 	(ii)	 	the Average Delinquency Ratio shall exceed 3.8% on any
Reference Date; or
	 
	 	(iii)	 	the Average Dilution Ratio shall exceed 9% on any Reference
Date;






	 	(l)	 	Ownership of Company. The Parent shall cease to own, directly or indirectly,
free and clear of any Adverse Claim and on a fully diluted basis, 100% of the
outstanding shares of voting stock of the Company.
	 
	 	(m)	 	Material Adverse Effect. A Material Adverse Effect shall have occurred.
	 
	 	(n)	 	Taxes. Any of the following shall occur:






	 	(i)	 	the Borrower has not filed its application to receive payments
of interest free of withholding of tax under the US/UK Treaty (“treaty
clearance”) under the Receivables Funding Agreement within one month of the
Closing Date;
	 
	 	(ii)	 	a tax authority notifies the Company or the Borrower in writing
that it will not give treaty clearance and the Company is obliged to make a
payment under Clause 7.3(a) (Taxes) of the Receivables Funding Agreement;
	 
	 	(iii)	 	within 11 months of the Closing Date, the tax authority has
not confirmed whether or not it will give treaty clearance;
	 
	 	(iv)	 	an AGCO Party is obliged under any of the Transaction Documents
other than the Receivables Funding Agreement to withhold tax and gross up in
relation to any payment made to another party;
	 
	 	(v)	 	the Company or any other AGCO Party is obliged to indemnify the
Borrower or any other party against Taxes under the indemnities contained in
this Agreement or in any of the Transaction Documents; or




16









 






	 	(vi)	 	solely due to a change of Law or any amendment or change in the
administration, interpretation or application of any existing or future Law
coming into effect after the Closing Date:






	 	(A)	 	the Company is not entitled to obtain a
deduction for corporation tax purposes for the Yield payable to the CP
Lender under the Receivables Funding Agreement; or
	 
	 	(B)	 	the Company or any Originator is liable to a
materially increased tax cost which it would not otherwise have had to
bear.






	 	(o)	 	Subordinated Lender. The Subordinated Lender assigns any of its rights or
delegates any of its duties under the Subordinated Loan Agreement or under any of the
other Transaction Documents to which it is a party to an Originator or any Subsidiary
of an Originator.






	6.2	 	Remedies






	 	(a)	 	Upon the occurrence and during the continuation of any Termination Event other
than Termination Events of the types referred to in Clause 6.2(b), the Agent may, and
at the direction of the Majority Liquidity Lenders (and/or, in the case of a
Termination Event of a type described at Clause 6.1(n), at the direction of the
Company) the Agent shall, by notice to the Company (or, in the case of a direction
given by the Company in relation to Clause 6.1(n), by notice to the Borrower) with a
copy to the Master Servicer, do any of the following:






	 	(i)	 	declare the Termination Date to have occurred, and upon such
declaration the Termination Date shall occur and no further Liquidity Advances
which are used to make Funding Advances under the Receivables Funding Agreement
may be made hereunder; and/or
	 
	 	(ii)	 	declare the principal amount of the Liquidity Advances,
together with interest thereon and all other Aggregate Unpaids, to be
immediately due and payable, and upon such declaration all such amounts shall
become and be immediately due and payable;






	 	 	 	in each case, without any further notice, demand or other further action of any
kind, all of which the Borrower hereby irrevocably waives.
	 
	 	(b)	 	Upon the occurrence and during the continuation of any Termination Event of the
type described in Clauses 6.1(a), 6.1(d), 6.1(g), 6.1(h), 6.1(i) or 6.1(j):






	 	(i)	 	the Termination Date shall occur and no further Liquidity
Advances which are used to make Funding Advances under the Receivables Funding
Agreement may be made hereunder; and
	 
	 	(ii)	 	all Liquidity Advances, together with interest accrued thereon
and all other Aggregate Unpaids, shall become and be immediately due and
payable,




17









 












	 	 	 	in each case, immediately and automatically without any notice, demand or other
action of any kind, all of which the Borrower hereby irrevocably waives.
	 
	 	(c)	 	Upon the declaration or the occurrence of the Termination Date under this
Clause 6:






	 	(i)	 	the Agent shall be entitled to:






	 	(A)	 	deliver Obligor Notifications to any Obligor or
such other notifications to Obligors as the Agent may deem necessary
from time to time;
	 
	 	(B)	 	exercise its rights under any Powers of
Attorney;
	 
	 	(C)	 	appoint a replacement Master Servicer pursuant
to Section 2.1 (Appointment of Master Servicer) of the Receivables
Servicing Agreement; and/or






	 	(ii)	 	each AGCO Party shall from time to time, at its expense,
promptly execute and deliver all instruments and documents, provide all
information and take all actions, that may be necessary, or that the Agent may
reasonably request to enable the Agent and the Company to protect, more fully
evidence or exercise and enforce the ownership interests of the Company in the
Purchased Receivables and Related Assets and the security interest of the Agent
(on behalf of the Secured Parties) in the Purchased Receivables and other
Security Assets.






	 	(d)	 	The Agent may, and at the direction of the Majority Liquidity Lenders the Agent
shall, enforce its security interests in the Security Assets pursuant to the Security
Documents and exercise, on behalf of the Agent and the Secured Parties, any and all
other rights and remedies of the Agent and the Secured Parties under this Agreement,
the Security Documents and the other Transaction Documents.
	 
	 	(e)	 	The Agent shall have and may exercise, in addition to its rights and remedies
under this Agreement and the other Transaction Documents, any and all other rights and
remedies provided under the Laws of each applicable jurisdiction and other applicable
Laws, all of which rights and remedies shall be cumulative.






	7.	 	INDEMNIFICATION; EXPENSES; RELATED MATTERS
	 
	7.1	 	Indemnities of the Borrower






	 	(a)	 	Without limiting any other rights which the Indemnified Parties may have
hereunder, under any other Transaction Document or under applicable Law, the Borrower
hereby agrees to indemnify the Liquidity Banks, the Agent, the Administrator, the other
Program Support Providers and their respective officers, directors, employees, counsel
and other agents (collectively, “Indemnified Parties”) from and against any and all
damages, losses, claims, liabilities, costs and expenses, including reasonable
attorneys’ fees (which




18









 






	 	 	 	such attorneys may be employees of the Program Support Providers, the Agent or the
Administrator, as applicable) and disbursements (all of the foregoing being
collectively referred to as “Indemnified Amounts”) awarded against or incurred by
any of them in any action or proceeding between the Borrower, any AGCO Party
(including any Originator or any Affiliate of any Originator acting as Master
Servicer or Sub-Servicer) or any Affiliate of the foregoing and any of the
Indemnified Parties or between any of the Indemnified Parties and any third party or
otherwise arising out of or as a result of this Agreement, the other Transaction
Documents, the provision of the Commitments or the making of Liquidity Advances or
any of the other transactions contemplated hereby or thereby, excluding, however:






	 	(i)	 	Indemnified Amounts to the extent resulting from gross
negligence or wilful misconduct on the part of such Indemnified Party, as
finally determined by a court of competent jurisdiction; or
	 
	 	(ii)	 	recourse (except as otherwise specifically provided in this
Agreement) for uncollectible Receivables.






	7.2	 	Indemnity for taxes, reserves and expenses






	 	(a)	 	If after the Closing Date, the adoption of any Law or bank regulatory guideline
or any amendment or change in the administration, interpretation or application of any
existing or future Law or bank regulatory guideline by any Official Body charged with
the administration, interpretation or application thereof, or the compliance with any
directive of any Official Body (in the case of any bank regulatory guideline, whether
or not having the force of Law):






	 	(i)	 	subjects any Indemnified Party (or its applicable lending
office) to any Taxes, duty or other charge (other than Excluded Taxes) with
respect to this Agreement, the other Transaction Documents, the financing of
the Asset Interest, any of the transactions contemplated hereby or thereby or
payments of amounts due hereunder, or changes the basis of taxation of payments
to any Indemnified Party of amounts payable in respect of this Agreement, the
other Transaction Documents, the financing of the Asset Interest, any of the
transactions contemplated hereby or thereby or payments of amounts due
hereunder or its obligation to advance funds hereunder, under a Program Support
Agreement or the credit or liquidity support furnished by a Program Support
Provider or otherwise in respect of this Agreement, the other Transaction
Documents, the financing of the Asset Interest or any transactions contemplated
hereby or thereby (except for changes in the rate of general corporate,
franchise, net income or other income tax imposed on such Indemnified Party by
the jurisdiction in which such Indemnified Party’s principal executive office
is located);
	 
	 	(ii)	 	imposes, modifies or deems applicable any reserve, special
deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Indemnified Party, or imposes on any
Indemnified Party or on the United States market for certificates of deposit,
the London interbank market or any other market in which




19









 






	 	 	 	funds are normally raised or deposited any other condition affecting this
Agreement, the other Transaction Documents, the financing of the Asset
Interest, any of the transactions contemplated hereby or thereby or payments
of amounts due hereunder or its obligation to advance funds hereunder, under
a Program Support Agreement or the credit or liquidity support provided by a
Program Support Provider or otherwise in respect of this Agreement, the
other Transaction Documents, the financing of the Asset Interest, any of the
transactions contemplated hereby or thereby; or
	 
	 	(iii)	 	imposes upon any Indemnified Party any other condition or
expense (including any loss of margin, reasonable attorneys’ fees and expenses,
and expenses of litigation or preparation therefor in contesting any of the
foregoing) with respect to this Agreement, the other Transaction Documents, the
financing of the Asset Interest, any of the transactions contemplated hereby or
thereby or payments of amounts due hereunder or its obligation to advance funds
hereunder under a Program Support Agreement or the credit or liquidity support
furnished by a Program Support Provider or otherwise in respect of this
Agreement, the other Transaction Documents, the ownership, maintenance or
financing of the Asset Interests,






	 	 	 	and the result of any of the foregoing is to increase the cost to or to reduce the
amount of any sum received or receivable by such Indemnified Party with respect to
this Agreement, the other Transaction Documents, the financing of the Asset
Interest, the Purchased Receivables, the obligations hereunder, the funding of any
purchases hereunder or a Program Support Agreement, by an amount deemed by such
Indemnified Party to be material, or to in any way restrict the free transferability
or convertibility of any currency, or restrict the consummation of any spot,
forward, hedging or other transaction involving such currency, then:






	 	(A)	 	within 10 days after demand by such Indemnified
Party through the Agent, the Borrower shall pay to the Agent, for the
benefit of such Indemnified Party, such additional amount or amounts as
will compensate such Indemnified Party for such increased cost or
reduction; and
	 
	 	(B)	 	the Borrower shall take such other action as
the Agent may reasonably require to enable it to comply with, or to
mitigate the effect on such Indemnified Party of, such restriction.






	 	(b)	 	If any Indemnified Party shall have determined that after the date hereof, the
adoption of any applicable Law or bank regulatory guideline regarding capital adequacy,
or any change therein, or any change in the interpretation or administration thereof by
any Official Body, or any request or directive regarding capital adequacy (in the case
of any bank regulatory guideline, whether or not having the force of law) of any such
Official Body, has or would have the effect of reducing the rate of return on capital
of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s
obligations hereunder or with respect hereto to a level below that which such




20









 






	 	 	 	Indemnified Party (or its parent) could have achieved but for such adoption, change,
request or directive (taking into consideration its policies with respect to capital
adequacy) by an amount deemed by such Indemnified Party to be material, then from
time to time, within 10 days after demand by such Indemnified Party through the
Agent, the Borrower shall pay to the Agent, for the benefit of such Indemnified
Party, such additional amount or amounts as will compensate such Indemnified Party
(or its parent) for such reduction. For the avoidance of doubt, any rule, regulation
or interpretation issued by any financial accounting standards board shall
constitute an adoption, change, request or directive subject to this Clause 7.2(b).
	 
	 	(c)	 	The Agent shall promptly notify the Borrower of any event of which it has
knowledge, occurring after the date hereof, which will entitle an Indemnified Party to
compensation pursuant to this Clause 7.2; provided that no failure to give or any delay
in giving such notice shall affect the Indemnified Party’s right to receive such
compensation. A notice by the Agent or the applicable Indemnified Party claiming
compensation under this Clause 7.2 and setting forth the additional amount or amounts
to be paid to it hereunder shall be conclusive in the absence of manifest error. In
determining such amount, the Agent or any applicable Indemnified Party may use any
reasonable averaging and attributing methods.






	7.3	 	Taxes






	 	(a)	 	All payments and distributions made hereunder by the Borrower to any Liquidity
Lender, the Agent or any other Person to whom a payment is owing by the Borrower
pursuant to the Transaction Documents (each, a “recipient”) (all of the foregoing
“covered payments”) shall be made free and clear of and without deduction of any Taxes,
(other than Excluded Taxes) except to the extent required by applicable Law. In the
event that any withholding or deduction from any covered payment is required in respect
of any Taxes, then the Borrower shall:






	 	(i)	 	promptly upon becoming aware that it must make a deduction or
withholding (or that there is any change in the rate or the basis of such
deduction or withholding) notify the Liquidity Lender accordingly. Similarly
the Liquidity Lender shall notify the Borrower on becoming so aware in respect
of a covered payment;
	 
	 	(ii)	 	withhold or deduct the required amount from such payment;
	 
	 	(iii)	 	pay (or procure the payment of) directly to the relevant
authority the full amount required to be so withheld or deducted;
	 
	 	(iv)	 	within 30 days of making such payment in (iii) above, forward
to such recipient an official receipt or other documentation satisfactory to
such recipient evidencing such payment to such authority; and
	 
	 	(v)	 	except in the case of Excluded Taxes, pay (or procure the
payment of) to the recipient such additional amount or amounts as is necessary
to ensure that the net amount actually received by the recipient will equal




21









 






	 	 	 	the full amount such recipient would have received had no such withholding
or deduction been required.






	 	(b)	 	The recipient and the Borrower shall co-operate in completing any procedural
formalities necessary for the Borrower to obtain authorisation under an applicable
treaty to make a payment without a (or with a lower rate of) withholding or deduction
and the recipient shall notify the Borrower promptly in writing if it ceases to be
entitled to an exemption from withholding or deduction under that treaty.
	 
	 	(c)	 	Moreover, if any Taxes (other than Excluded Taxes) are directly asserted
against any recipient with respect to any payment or income earned or received by such
recipient hereunder or under any other Transaction Document, the Borrower will promptly
pay such additional amounts (including any penalties, interest or expenses) as shall be
necessary in order that the net amounts received and retained by the recipient after
the payment of such Taxes (including any Taxes on such additional amount) shall equal
the amount such recipient would have received had such Taxes not been asserted.
	 
	 	(d)	 	No recipient shall be entitled to be indemnified under any other indemnity
contained in any other Transaction Document in respect of Taxes directly asserted
against the recipient in the circumstances described in Clause 7.3(c) if such recipient
has already been indemnified by the Borrower under Clause 7.3(c).
	 
	 	(e)	 	If the Borrower fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the recipient the required receipts or other required
documentary evidence, the Borrower shall indemnify the recipient for any incremental
Taxes that may become payable by any recipient as a result of any such failure except
that such indemnity shall not apply to the extent that it can be shown that (i) such
recipient failed to provide reasonable written notice to the Borrower of such Taxes
(the amount of which the Borrower could not otherwise have reasonably known would have
arisen) or (ii) the Taxes arose because of delay which was solely caused by actions or
omissions of the recipient.
	 
	 	(f)	 	In the event that the Borrower pays any additional amount or amounts pursuant
to Clause 7.3(a)(v)(c) or (e) (an “additional tax payment”), and in the event the
recipient thereof determines, acting reasonably, that, as a result of such additional
tax payment, it is effectively entitled to obtain, utilise and retain a refund of any
Taxes or a tax credit in respect of Taxes which reduces the tax liability of such
recipient (a “tax saving”), then such recipient shall, to the extent it can do so
without prejudice to the amount of any other deduction, credit or relief, upon actual
receipt of such tax saving reimburse to the Borrower such amount as such recipient
shall determine, acting reasonably, to be the proportion of the tax saving as will
leave such recipient (after such reimbursement) in no better or worse position than it
would have been in had the payment by the Borrower in respect of which the foregoing
additional tax payment was made not been subject to any withholding or deduction on
account of Taxes. If the Borrower shall have received from any recipient any amount
described in the preceding sentence and it is subsequently determined




22









 






	 	 	 	that such recipient was not entitled to obtain, utilise or retain the amount of the
tax saving claimed, then the Borrower shall repay such amount to such recipient.
Each recipient shall have sole discretion to arrange its affairs (including its tax
affairs) without regard to this Clause 7.3(f) and no recipient shall be obligated to
disclose any information regarding its affairs (including its tax affairs) or
computations to the Borrower.






	7.4	 	Other costs and expenses






	 	(a)	 	The Borrower agrees, upon receipt of a written invoice, to pay or cause to be
paid, and to save the Liquidity Banks and the Agent harmless against liability for the
payment of, all reasonable out of pocket expenses (including attorneys’, accountants’
and other third parties’ fees and expenses, any filing fees and expenses incurred by
officers or employees of the Conduit and/or the Agent) or intangible, documentary or
recording taxes incurred by or on behalf of the Conduit or the Agent:






	 	(i)	 	in connection with the preparation, negotiation, execution and
delivery of this Agreement, the other Transaction Documents and any documents
or instruments delivered pursuant hereto and thereto and the transactions
contemplated hereby or thereby (including the perfection or protection of the
Asset Interest); and
	 
	 	(ii)	 	from time to time:






	 	(A)	 	relating to any amendments, waivers or consents
under this Agreement and the other Transaction Documents;
	 
	 	(B)	 	arising in connection with any Liquidity Bank’s
or the Agent’s enforcement or preservation of rights (including the
perfection and protection of the Asset Interest under this Agreement);
or
	 
	 	(C)	 	arising in connection with any audit, dispute,
disagreement, litigation or preparation for litigation involving this
Agreement or any of the other Transaction Documents (all of such
amounts, collectively, “Transaction Costs”).






	 	(b)	 	The Borrower hereby agrees to pay on demand all stamp and other Taxes (other
than Excluded Taxes) and fees (including, interest, late payment fees and penalties)
paid, payable or determined to be payable in connection with the execution, delivery,
performance (including any sale of Receivables), filing and recording of the Agreement,
any other Transaction Document or any other instrument, document or agreement filed or
delivered in connection therewith.






	7.5	 	Breakage costs
	 
	 	 	The Borrower shall pay the Agent for the account of each Liquidity Bank, on demand, such
amount or amounts as shall compensate such Liquidity Bank for any loss, cost or expense
incurred by such Liquidity Bank (as reasonably determined by the Agent) as




23









 






	 	 	a result of any reduction of any Tranche other than on the last day of the Interest Period
relating thereto, such compensation to be:






	 	(a)	 	limited to an amount equal to any loss or expense suffered by such Liquidity
Bank during the period from the date of receipt of such repayment to (but excluding)
such last day; and
	 
	 	(b)	 	net of the income, if any, received by the recipient of such reductions from
investing the proceeds of such reductions of such Tranche. The determination by the
Agent of the amount of any such loss or expense shall be set forth in a written notice
to the Borrower in reasonable detail and shall be conclusive, absent manifest error.






	7.6	 	Currency indemnity
	 
	 	 	If under any applicable law or regulation, or pursuant to a judgment or order being made or
registered against the Borrower, the Company or any AGCO Party, or the liquidation of any of
the Borrower, the Company or any AGCO Party or for any other reason, any payment under or in
connection with this Agreement or any Transaction Document is made (including any payment
pursuant to this Clause 7) or fails to be satisfied, in a currency (the “payment currency”)
other than the currency in which such payment is expressed to be due under or in connection
with this Agreement or any Transaction Document or, in the event no currency is specified, a
currency determined by the Person (in its reasonable good faith opinion) to whom such
payment is owed or otherwise payable (the “contractual currency”), then, to the extent that
the amount of such payment actually received by any Indemnified Party (the “payee”) when
converted into the contractual currency at the rate of exchange falls short of such amount
due, the Borrower, the Company or relevant AGCO Party (the “currency payor”) as a separate
and independent obligation, shall indemnify and hold harmless the payee against the amount
of such shortfall. For the purposes of this Clause 7.6, the term “rate of exchange” means
the rate at which the payee is able on or about the date of such payment to purchase, in
accordance with its normal practice, the contractual currency with the payment currency and
shall take into account (and the payor shall be liable for) any premium and other costs of
exchange including any taxes or duties incurred by reason of any such exchange.
	 
	8.	 	THE AGENT
	 
	8.1	 	Appointment and authorisation of Agent
	 
	 	 	Each Liquidity Lender hereby irrevocably appoints, designates and authorises the Agent to
take such action on its behalf under the provisions of this Agreement and each other
Transaction Document and to exercise such powers and perform such duties as are expressly
delegated to the Agent by the terms of this Agreement and any other Transaction Document,
together with such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary contained elsewhere in this Agreement or in any other Transaction
Document, the Agent shall not have any duties or responsibilities, except those expressly
set forth in this Agreement, nor shall the Agent have or be deemed to have any fiduciary
relationship with any Liquidity Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or
any other Transaction Document or




24









 






	 	 	otherwise exist against the Agent. Without limiting the generality of the foregoing
sentence, the use of the term “agent” in this Agreement with reference to the Agent is not
intended to connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable Law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative relationship
between independent contracting parties.
	 
	8.2	 	Delegation of duties
	 
	 	 	The Agent may execute any of its duties under this Agreement or any other Transaction
Document by or through agents, employees or attorneys in fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agent or attorney in fact that it
selects with reasonable care.
	 
	8.3	 	Liability of Agent
	 
	 	 	No Agent Related Person shall:






	 	(a)	 	be liable for any action taken or omitted to be taken by any of them under or
in connection with this Agreement or any other Transaction Document or the transactions
contemplated hereby (except for its own gross negligence or wilful misconduct); or
	 
	 	(b)	 	be responsible in any manner to any Liquidity Lender for any recital,
statement, representation or warranty made by the Borrower, the Company or any AGCO
Party, or any officer thereof, contained in this Agreement or in any other Transaction
Document, or in any certificate, report, statement or other document referred to or
provided for in, or received by the Agent under or in connection with, this Agreement
or any other Transaction Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Transaction Document, or
for any failure of the Borrower, the Company any AGCO Party or any other party to any
Transaction Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Liquidity Lender to ascertain
or to inquire as to the observance or performance of any of the agreements contained
in, or conditions of, this Agreement or any other Transaction Document, or to inspect
the properties, books or records of the Borrower, the Company, any AGCO Party or any of
their respective Affiliates.






	8.4	 	Reliance by Agent






	 	(a)	 	The Agent shall be entitled to rely, and shall be fully protected in relying,
upon any writing, resolution, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed, sent or
made by or on behalf of the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to the Borrower, the Company or any AGCO Party),
independent accountants and other experts selected by the Agent. The Agent shall be
fully justified in failing or refusing to take any action under this Agreement or any
other Transaction Document




25









 






	 	 	 	unless it shall first receive such advice or concurrence of the Liquidity Lenders as
it deems appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Liquidity Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action. The Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement or any other Transaction Document in accordance
with a request or consent of the Liquidity Lenders and such request and any action
taken or failure to act pursuant thereto shall be binding upon the Liquidity
Lenders.
	 
	 	(b)	 	For purposes of determining compliance with the conditions specified in Clause
3 (Conditions precedent) on the Closing Date or the date of any Liquidity Advance, the
Liquidity Lenders shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter either sent by the Agent to the Liquidity
Lenders for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to the Liquidity Lenders.






	8.5	 	Notice of default
	 
	 	 	The Agent shall not be deemed to have knowledge or notice of the occurrence of a Potential
Termination Event or a Termination Event, unless the Agent has received written notice from
a Liquidity Lender or the Borrower describing such Potential Termination Event or
Termination Event and stating that such notice is a “Notice of Termination Event or
Potential Termination Event”. The Agent will notify the Liquidity Lenders of its receipt of
any such notice. The Agent shall (subject to Clause 8.4 (Reliance by Agent)) take such
action with respect to such Potential Termination Event or Termination Event as may be
requested by the Liquidity Lenders; provided that, unless and until the Agent shall have
received any such request, the Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Potential Termination Event or
Termination Event as it shall deem advisable or in the best interest of the Liquidity
Lenders.
	 
	8.6	 	Credit decision; disclosure of information by the Agent
	 
	 	 	Each Liquidity Lender acknowledges that none of the Agent-Related Persons has made any
representation or warranty to it, and that no act by the Agent hereinafter taken, including
any consent to and acceptance of any assignment or review of the affairs of the Borrower,
the Company, any AGCO Party or any of their respective Affiliates, shall be deemed to
constitute any representation or warranty by any Agent-Related Person to such Liquidity
Lender as to any matter, including whether the Agent-Related Persons have disclosed material
information in their possession. Each Liquidity Lender represents to the Agent that it has,
independently and without reliance upon any Agent-Related Person and based on such documents
and information as it has deemed appropriate, made its own appraisal of and investigation
into the business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower, the Company, each AGCO Party and their respective
Affiliates, and all applicable bank regulatory laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and to extend
credit to the Borrower hereunder. Each Liquidity Lender also represents that it shall,
independently and without reliance upon any Agent-




26









 






	 	 	Related Person and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Transaction Documents, and to make such
investigations as it deems necessary to inform itself as to the business, prospects,
operations, property, financial and other condition and creditworthiness of the Borrower,
the Company and the AGCO Parties. Except for notices, reports and other documents expressly
herein required to be furnished to the Liquidity Lenders by the Agent herein, the Agent
shall not have any duty or responsibility to provide any Liquidity Lender with any credit or
other information concerning the business, prospects, operations, property, financial and
other condition or creditworthiness of the Borrower, the Company, any AGCO Party or their
respective Affiliates which may come into the possession of any of the Agent-Related
Persons.
	 
	8.7	 	Indemnification of the Agent
	 
	 	 	Whether or not the transactions contemplated hereby are consummated, each Liquidity Lender
hereby agrees to indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of the Company and without limiting the obligation of the Company
to do so), pro rata, and hold harmless each Agent-Related Person from and against any and
all Indemnified Amounts incurred by it; provided that no Liquidity Lender shall be liable
for the payment to any Agent-Related Person of any portion of such Indemnified Amounts
resulting from such Person’s gross negligence or wilful misconduct, as finally determined by
a court of competent jurisdiction; and provided, further, that no action taken in accordance
with the directions of the Majority Liquidity Lenders shall be deemed to constitute gross
negligence or wilful misconduct for purposes of this Clause 8.7. Without limitation of the
foregoing, each Liquidity Lender shall reimburse the Agent upon demand for its ratable share
of any costs or out of pocket expenses (including attorney’s fees) incurred by the Agent in
connection with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement, any other
Transaction Document, or any document contemplated by or referred to herein, to the extent
that the Agent is not reimbursed for such expenses by or on behalf of the Company. The
undertaking in this Clause 8.7 shall survive payment on the Final Payout Date and the
resignation or replacement of the Agent.
	 
	8.8	 	Agent in individual capacity
	 
	 	 	Rabobank (and each successor acting as Agent) and its Affiliates may make loans to, issue
letters of credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting or other
business with the Borrower, the Company, the Master Servicer, any AGCO Party or any of their
Subsidiaries or Affiliates as though Rabobank were not the Agent hereunder and without
notice to or consent of the Liquidity Lenders. Each Liquidity Lender acknowledges that,
pursuant to such activities, Rabobank and its Affiliates may receive information regarding
the Borrower, the Company, the AGCO Parties and their respective Affiliates (including
information that may be subject to confidentiality obligations in favour of such Person) and
acknowledge that the Agent shall be under no obligation to provide such information to it.
With respect to its




27









 






	 	 	Commitment, Rabobank (and each successor acting as Agent) in its capacity as a Liquidity
Lender hereunder shall have the same rights and powers under this Agreement as any other
Liquidity Lender and may exercise the same as though it were not the Agent, and the term
“Liquidity Lender” or “Liquidity Lenders” shall, unless the context otherwise indicates,
include the Agent in its individual capacity.
	 
	8.9	 	Resignation of Agent
	 
	 	 	The Agent may resign as Agent upon 30 days’ notice to the Liquidity Lenders. If the Agent
resigns under this Agreement, the Majority Liquidity Lenders shall appoint from among them a
successor agent for the Liquidity Lenders. If no successor agent is appointed prior to the
effective date of the resignation of the Agent, the Agent may appoint, after consulting with
the Liquidity Lenders, a successor agent from among the Liquidity Lenders. Upon the
acceptance of its appointment as successor agent hereunder, such successor agent shall
succeed to all the rights, powers and duties of the retiring Agent and the term “Agent”
shall mean such successor agent and the retiring Agent’s appointment, powers and duties as
Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the
provisions of this Clause 8.9 and Clause 8.3 (Liability of Agent) shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was the Agent under this
Agreement. If no successor agent has accepted appointment as Agent by the date which is 30
days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation
shall nevertheless thereupon become effective and the Administrator shall perform all of the
duties of the Agent hereunder until such time, if any, as the Majority Liquidity Lenders
appoint a successor agent as provided for above. It is understood and agreed that any
resignation of the Agent pursuant to this Clause 8.9 shall apply to all of such Agent’s
rights, duties and obligations in its capacity as Agent and that under no circumstances may
the Agent resign with respect to only a portion of such rights, duties and obligations,
including with respect to any Tranche.
	 
	8.10	 	Payments by the Agent
	 
	 	 	Unless specifically allocated to a Liquidity Lender pursuant to the terms of this Agreement,
all amounts received by the Agent on behalf of the Liquidity Lenders shall be paid by the
Agent to the Liquidity Lenders pro rata in accordance with their respective outstanding
funded portions of any Net Liquidity Advance on the Business Day received by the Agent,
unless such amounts are received after 11:00 a.m. (New York time) on such Business Day, in
which case the Agent shall use its reasonable efforts to pay such amounts to the Liquidity
Lenders on such Business Day but, in any event, shall pay such amounts to the Liquidity
Lenders not later than the following Business Day.
	 
	9.	 	MISCELLANEOUS
	 
	9.1	 	Term of Agreement
	 
	 	 	This Agreement shall terminate on the Final Payout Date; provided that:






	 	(a)	 	the rights and remedies of the Agent, the Liquidity Lenders and the
Administrator with respect to any representation and warranty made or deemed to be made
by the Borrower pursuant to this Agreement;




28









 






	 	(b)	 	the indemnification and payment provisions of Clause 7 (Indemnification); and
	 
	 	(c)	 	the agreements set forth in Clause 9.9 (Consent to disclosure) Clause 9.10
(Confidentiality), 9.11 (No bankruptcy petition) and 9.12 (No recourse) shall be
continuing and shall survive any termination of this Agreement.






	9.2	 	Waivers; amendments






	 	(a)	 	No failure or delay on the part of the Agent, the Liquidity Lenders or the
Administrator in exercising any power, right or remedy under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any such
power, right or remedy preclude any other further exercise thereof or the exercise of
any other power, right or remedy. The rights and remedies herein provided shall be
cumulative and nonexclusive of any rights or remedies provided by law.
	 
	 	(b)	 	Any provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Borrower and the Liquidity
Lenders (and, if Clause 8 (The Agent) or the rights or duties of the Agent are affected
thereby, by the Agent); provided, that no such amendment or waiver shall, unless signed
by each Liquidity Lender directly affected thereby;






	 	(i)	 	increase the Commitment of a Liquidity Lender;
	 
	 	(ii)	 	reduce the Net Liquidity Advances or rate of Interest to accrue
thereon or any fees or other amounts payable hereunder;
	 
	 	(iii)	 	postpone any date fixed for the payment of any scheduled
distribution in respect of the Net Liquidity Advances or Interest with respect
thereto or any fees or other amounts payable hereunder or for termination of
any Commitment;
	 
	 	(iv)	 	change the percentage of the Commitments of Liquidity Lenders
required for the Liquidity Lenders or any of them to take any action under this
Clause 9.2 or any other provision of this Agreement;
	 
	 	(v)	 	release all or substantially all of the property with respect
to which a security or ownership interest therein has been granted hereunder to
the Agent or the Secured Parties; or
	 
	 	(vi)	 	extend or permit the extension of the Commitment Termination
Date (it being understood that a waiver of a Termination Event shall not
constitute an extension or increase in the of any Liquidity Lender.






	9.3	 	Notices; payment information
	 
	 	 	All communications and notices provided for hereunder shall be provided in the manner
described in Clause 4 (Communication) of the Schedule of Definitions.




29









 






	9.4	 	Governing law; submission to jurisdiction; appointment of process agent






	 	(a)	 	This Agreement and, to the extent incorporated into, applied to or deemed
repeated in this Agreement, the Schedule of Definitions shall be governed by and
construed in accordance with English law.
	 
	 	(b)	 	The Borrower and each Liquidity Lender agrees that the courts of England shall
have jurisdiction to hear and determine any suit, action or proceeding, and to settle
any dispute, which may arise out of or in connection with this Agreement, any other
Transaction Document or the transactions contemplated hereby or thereby and, for such
purposes, irrevocably submits to the non-exclusive jurisdiction of such courts.
	 
	 	(c)	 	The Borrower and each Liquidity Lender for itself irrevocably waives any
objection which it might now or hereafter have to the courts referred to in Clause
9.4(b) being nominated as the forum to hear and determine any suit, action or
proceeding, and to settle any dispute, which may arise out of or in connection with any
Transaction Document or the transactions contemplated thereby and agrees not to claim
that any such court is not a convenient or appropriate forum.
	 
	 	(d)	 	The submission to the jurisdiction of the courts referred to in Clause 9.4(b)
shall not (and shall not be construed so as to) limit the right of the Agent to take
proceedings against the Borrower or any Liquidity Lender or any of its respective
property in any other court of competent jurisdiction nor shall the taking of
proceedings in any other jurisdiction preclude the taking of proceedings in any other
jurisdiction, whether concurrently or not.
	 
	 	(e)	 	The Borrower and each Liquidity Lender hereby consents generally in respect of
any legal action or proceeding arising out of or in connection with any Transaction
Document or the transactions contemplated thereby, to the giving of any relief or the
issue of any process in connection with such action or proceeding including the making,
enforcement or execution against any property whatsoever (irrespective of its use or
intended use) of any order or judgment which may be made or given in such action or
proceeding. Without limiting the foregoing, the Borrower and each Liquidity Lender
agrees to reimburse any successful claimant the costs of any legal action or proceeding
brought against it pursuant to this Clause 9.4, including the cost of all stamp duties
(if any) payable in connection therewith.






	9.5	 	Integration
	 
	 	 	This Agreement contains the final and complete integration of all prior expressions by the
parties hereto with respect to the subject matter hereof and shall constitute the entire
Agreement among the parties hereto with respect to the subject matter hereof superseding all
prior oral or written understandings.
	 
	9.6	 	Severability and partial invalidity






	 	(a)	 	Any term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of




30









 






	 	 	 	the remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction.
	 
	 	(b)	 	If a court of competent jurisdiction determines that any term or provision of
this Agreement as written is invalid or unenforceable, the parties agree that the court
making the determination of invalidity or unenforceability shall reduce the scope,
duration, or area of the term or provision, delete specific words or phrases, or
replace any invalid or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the invalid
or unenforceable term or provision, and this Agreement shall be enforceable as so
modified after the expiration of the time within which the court’s judgment may be
appealed.






	9.7	 	Counterparts; facsimile delivery
	 
	 	 	This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same Agreement. Delivery
by facsimile of an executed signature page of this Agreement shall be effective as delivery
of an executed counterpart hereof.
	 
	9.8	 	Successors and assigns; binding effect






	 	(a)	 	This Agreement shall be binding on the parties hereto and their respective
successors and assigns; provided that the Borrower may not assign any of its rights or
delegate any of its duties hereunder or under any of the other Transaction Documents to
which it is a party without the prior written consent of the Agent. Except as provided
in this Clause 9.8, no provision of this Agreement shall in any manner restrict the
ability of any Liquidity Lender to assign, participate, grant security interests in, or
otherwise transfer any portion of, the Liquidity Advances, Asset Interest or its other
rights and interests under this Agreement and the other Transaction Documents.
	 
	 	(b)	 	Any Liquidity Lender may transfer all or any portion of its interest in the Net
Liquidity Advances made by it to any Person, all without the prior written approval of
the Borrower, any other Liquidity Lender, the Agent, the Administrator or any AGCO
Party. Any Liquidity Lender may transfer all or any portion of its Commitment, its
interest in the Asset Interest and its other rights and obligations hereunder to any
Person with the prior written approval of the Agent and the Administrator on behalf of
the Borrower (such approval not to be unreasonably withheld). In connection with any
such transfer, the assignor shall deliver to the assignee(s) an Assignment and
Assumption Agreement, duly executed, transferring to such assignee a pro rata interest
in such assignor’s Commitment and other obligations hereunder and in the Net Liquidity
Advances, the Asset Interest and other rights hereunder, and such assignor shall
promptly execute and deliver all further instruments and documents, and take all
further action, that the assignee may reasonably request, in order to protect, or more
fully evidence the assignee’s right, title and interest in and to such interest and to
enable the Agent, on behalf of such assignee, to exercise or enforce any rights
hereunder and under the other




31









 






	 	 	 	Transaction Documents to which such assignor is or, immediately prior to such
transfer, was a party. Upon any such transfer:






	 	(i)	 	the assignee shall have all of the rights and obligations of
the assignor hereunder and under the other Transaction Documents to which such
assignor is or, immediately prior to such transfer, was a party with respect to
such assignor’s Commitment and interest in the Net Liquidity Advances and the
Asset Interest for all purposes of this Agreement and under the other
Transaction Documents to which such assignor is or, immediately prior to such
transfer, was a party; and
	 
	 	(ii)	 	the assignor shall have no further obligations with respect to
the portion of its Commitment which has been transferred and shall relinquish
its rights with respect to the portion of its interest in the Net Liquidity
Advances and the Asset Interest which has been transferred for all purposes of
this Agreement and under the other Transaction Documents to which such assignor
is or, immediately prior to such transfer, was a party. No such transfer shall
be effective unless a fully executed copy of the related Assignment and
Assumption Agreement shall be delivered to the Agent and the Borrower.






	 	(c)	 	By executing and delivering an Assignment and Assumption Agreement, the
assignor and assignee thereunder confirm to and agree with each other and the other
parties hereto as follows:






	 	(i)	 	other than as provided in such Assignment and Assumption
Agreement, the assignor makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement, the other Transaction Documents
or any other instrument or document furnished pursuant hereto or thereto or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, the other Transaction Documents or any such other
instrument or document;
	 
	 	(ii)	 	the assignor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any
AGCO Party or the performance or observance by the Borrower or any AGCO Party
of any of their respective obligations under this Agreement, the Receivables
Transfer Agreements, the other Transaction Documents or any other instrument or
document furnished pursuant hereto;
	 
	 	(iii)	 	such assignee confirms that it has received a copy of this
Agreement each other Transaction Document and such other instruments, documents
and information as it has deemed appropriate to make its own credit analysis
and decision to enter into such Assignment and Assumption Agreement and to
purchase such interest;
	 
	 	(iv)	 	such assignee will, independently and without reliance upon the
Agent, or any of its Affiliates, or the assignor and based on such agreements,




32









 






	 	 	 	documents and information as it shall deem appropriate at the time, continue
to make its own credit decisions in taking or not taking action under this
Agreement and the other Transaction Documents;
	 
	 	(v)	 	such assignee appoints and authorises the Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement,
the other Transaction Documents and any other instrument or document furnished
pursuant hereto or thereto as are delegated to the Agent by the terms hereof or
thereof, together with such powers as are reasonably incidental thereto and to
enforce its respective rights and interests in and under this Agreement, the
other Transaction Documents and the Affected Assets;
	 
	 	(vi)	 	such assignee agrees that it will perform in accordance with
their terms all of the obligations which by the terms of this Agreement and the
other Transaction Documents are required to be performed by it as the assignee
of the assignor; and
	 
	 	(vii)	 	such assignee agrees that it will not institute against the
Borrower any proceeding of the type referred to in Clause 9.11 (No bankruptcy
petition) prior to the date which is one year and one day after the payment in
full of all obligations for borrowed money of the Borrower.






	 	(d)	 	If:






	 	(i)	 	any Liquidity Lender makes an assignment in accordance with
Clause 9.8 to another person (a “new recipient"); and
	 
	 	(ii)	 	as a result of circumstances existing at the date on which the
assignment occurs, the Company would be obliged to make a payment to the new
recipient under Clauses 7.2 (Indemnity for Taxes, reserves and expenses) or
Clause 7.3 (Taxes),






	 	 	 	then the new recipient is only entitled to receive payment under Clause 7.2
(Indemnity for Taxes, reserves and expenses) or Clause 7.3 (Taxes) to the same
extent as any Liquidity Lender would have been if the assignment had not occurred.






	9.9	 	Consent to disclosure
	 
	 	 	The Borrower hereby consents to the disclosure of any non-public information with respect to
it received by the Agent, any Liquidity Lender or the Administrator to any other Liquidity
Lender or potential Liquidity Lender, any Participant or potential Participant, the Agent,
any nationally recognised statistical rating organisation rating the Borrower’s Commercial
Paper, any dealer or placement agent of or depositary for the Borrower’s Commercial Paper,
the Administrator, any Program Support Provider or any of such Person’s counsel or
accountants in relation to this Agreement or any other Transaction Document.




33









 






	9.10	 	Confidentiality






	 	(a)	 	The Borrower hereby agrees that it will not disclose the contents of this
Agreement or any other Transaction Document or any other proprietary or confidential
information of or with respect to any Liquidity Lender, the Agent, the Administrator,
any Participant or any other Program Support Provider to any other Person except:






	 	(i)	 	its auditors and attorneys, employees or financial advisors
(other than any commercial bank) and any nationally recognised statistical
rating organisation, provided such auditors, attorneys, employees, financial
advisors or rating agencies are informed of the highly confidential nature of
such information;
	 
	 	(ii)	 	an alternative commercial source of financing in connection
with a potential refinancing of the Liquidity Advances in the event that any
Liquidity Bank shall have refused to extend the Commitment Termination Date
pursuant to Clause 2.11;
	 
	 	(iii)	 	as otherwise required by applicable Law, by any order of a
court of competent jurisdiction or by any governmental, taxation or regulatory
authority.






	 	(b)	 	Subject to Clause 9.9 (Consent to disclosure), each of the Agent, the
Administrator and each Liquidity Lender hereby agrees that it will not disclose this
Agreement or any other Transaction Document or the terms thereof or any confidential
information of or with respect to the Borrower to any other Person except as otherwise
required by applicable Law or order of a court of competent jurisdiction.






	9.11	 	No bankruptcy petition
	 
	 	 	Each of the parties hereby covenants and agrees that, prior to the date which is one year
and one day after the payment in full of all outstanding Commercial Paper or other rated
indebtedness of the Borrower, it will not institute against, or join any other Person in
instituting against, the Borrower any proceeding of a type referred to in the definition of
Insolvency Event.
	 
	9.12	 	No recourse
	 
	 	 	Notwithstanding anything to the contrary contained in this Agreement, the obligations of the
Borrower under this Agreement and all other Transaction Documents to which it is a party are
solely the corporate obligations of the Borrower and shall be payable solely to the extent
of funds received from the Company in accordance herewith or from any party to any
Transaction Document in accordance with the terms thereof in excess of funds necessary to
pay matured and maturing Commercial Paper.
	 
	9.13	 	Mitigation






	 	(a)	 	The Liquidity Lender shall, in consultation with the Borrower, take all
reasonable steps to mitigate any circumstances which arise and which would




34









 






	 	 	 	result in any amount becoming payable under or pursuant to Clause 7.2 (Indemnity for
Taxes, reserves and expenses) or Clause 7.3 (Taxes) including (but not limited to)
transferring its rights and obligations under the Transaction Documents to another
Affiliate.
	 
	 	(b)	 	The taking of any action by the Liquidity Lender under Clause 9.13(a) above
shall be subject to the following conditions:






	 	(i)	 	the Borrower shall indemnify the Liquidity Lender against any
reasonable costs incurred by the Liquidity Lender in taking any mitigating
action; and
	 
	 	(ii)	 	the Liquidity Lender shall not be obliged to take any action
under Clause 9.13(a) which in its reasonable opinion would be materially
prejudicial to it.






	9.14	 	Contracts (Rights of Third Parties) Act (1999)
	 
	 	 	Except in respect of the Secured Parties, the Company and the AGCO Parties not party hereto,
which (including, for the avoidance of doubt, their respective successors and permitted
assigns) are intended to have the benefit of this Agreement pursuant to the Contracts
(Rights of Third Parties) Act (1999), the parties hereto do not intend any term of this
Agreement to be enforceable pursuant to the Contracts (Rights of Third Parties) Act (1999).





EXECUTION:



The parties have shown their acceptance of the terms of this Agreement by executing it after the
Schedule.




35









 








SCHEDULE 1

COMMITMENTS




	 	 	 
	Liquidity Lender

	 	Commitments
	 
	 	 
	Rabobank

	 	Euro 102 million
	 
	 	 
	Totals

	 	Euro 102 million






36









 






EXECUTION



The Borrower




	 	 	 	 	 
	SIGNED by                     ,

	 	 	)	 
	                    , duly authorised for

	 	 	)	 
	and on behalf of ERASMUS CAPITAL

	 	 	)	 
	CORPORATION, as Borrower
	 	 	 	 
	 
	 	 	 	 
	The Agent, Administrator and Liquidity Lender
	 
	 	 	 	 
	SIGNED by                      and

	 	 	)	 
	                    , duly authorised for

	 	 	)	 
	and on behalf of COÖPERATIEVE

	 	 	)	 
	CENTRALE RAIFFEISEN-

	 	 	)	 
	BOERENLEENBANK B.A. (trading as

	 	 	)	 
	RABOBANK INTERNATIONAL),

	 	 	)	 
	LONDON BRANCH, as Agent,

	 	 	)	 
	Administrator and Liquidity Lender
	 	 	 	 







37









 








EXHIBIT A

FORM OF BORROWING REQUEST



ERASMUS CAPITAL CORPORATION (the “Borrower”), pursuant to Clause 2.2(a) of the Liquidity Agreement,
dated as of [• ] 2006 (as amended, modified, or supplemented from time to time, the
“Agreement”), among the Borrower, the Liquidity Lenders from time to time party thereto and
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London
Branch, as Agent and as Administrator, hereby requests that an Liquidity Advance be made pursuant
to the Agreement. Capitalised terms used herein and not otherwise defined herein have the meaning
assigned to them in the Agreement.



The Borrower hereby requests:





The Advance Date of such Liquidity Advance will be:           [•]




The amount of the Liquidity Advance will be:           Euro      [•]




The Settlement Date on which repayment of the Liquidity Advance and payment of Interest is
due: [•]


The Borrower hereby certifies as of the date hereof that the conditions precedent to such Liquidity
Advance set forth in the Agreement have been satisfied, and that all of the representations and
warranties made in Clause 4 (Representations and warranties) of the Agreement are true and correct
on and as of the Advance Date, both before and after giving effect to the Liquidity Advance.



Dated:



ERASMUS CAPITAL CORPORATION



By:



Name:



Title:




1









 








EXHIBIT B

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT




     Reference is made to the Liquidity Agreement, dated as of [• ] 2006 (as it may be amended or
otherwise modified from time to time, the “Agreement”), among Erasmus Capital Corporation, a
Delaware corporation (in such capacity, the “Borrower”), the financial institutions from time to
time parties thereto, as Liquidity Lenders (in such capacity, the “Liquidity Lenders”), and
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London
Branch, of Thames Court, One Queenhithe, London EC4V 3RL, as Agent for the Liquidity Lenders and
Administrator on behalf of Erasmus Capital Corporation, a Delaware corporation (the “Agent” or the
“Administrator”). Terms defined in the Agreement are used herein with the same meaning.



[                    ] (the “Assignor”) and [                    ] (the “Assignee”) hereby agree as follows:




	1.	 	The Assignor hereby transfers to the Assignee by way of novation, without recourse and
without representation and warranty other than as provided in Clause 3(a) below, and the
Assignee hereby assumes from the Assignor, an interest in and to all of the Assignor’s rights
and obligations under the Agreement and the other Transaction Documents, including the
Assignor’s rights in the Asset Interest. Such interest expressed as a percentage of all rights
and obligations of the Liquidity Lenders, shall be equal to the percentage equivalent of a
fraction the numerator of which is €
[                    ] and the denominator of which is €[                    ]
[This amount should match Euro amount of the total Commitments on the date of the Assignment
and Assumption Agreement.]. After giving effect to such transfer, the Assignee’s Commitment
will be as set forth on the signature page hereto.






	2.	 	In consideration of the payment of [                    ], being [___]% of the existing Net Liquidity
Advance, and of [                    ], being [___]% of the aggregate unpaid accrued Interest, receipt
of which payment is hereby acknowledged, the Assignor hereby transfers to the Agent for the
account of the Assignee, and the Assignee hereby assumes from the Assignor, a [___]% interest
in and to all of the Assignor’s right, title and interest in and to the Net Liquidity Advances
made by the undersigned under the Agreement.






	3.	 	The Assignor:






	 	(a)	 	represents and warrants that it is the legal and beneficial owner of the
interest being transferred by it hereunder and that such interest is free and clear of
any Adverse Claim;
	 
	 	(b)	 	makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with the
Agreement, any other Transaction Document or any other instrument or document furnished
pursuant thereto or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Agreement or the Receivables, any other Transaction
Document or any other instrument or document furnished pursuant thereto; and
	 
	 	(c)	 	makes no representation or warranty and assumes no responsibility with respect
to the financial condition of any of the Borrower, the Company, the




2









 






	 	 	 	Master Servicer or any AGCO Party or the performance or observance by any of either
Borrower, the Master Servicer or any AGCO Party of any of its obligations under the
Agreement, any other Transaction Document, or any instrument or document furnished
pursuant thereto.






	4.	 	The Assignee:






	 	(a)	 	confirms that it has received a copy of the Transaction Documents together with
copies of the financial statements referred to in the Transaction Documents, to the
extent delivered through the date of this Assignment and Assumption Agreement (this
“Assignment”), and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment;
	 
	 	(b)	 	agrees that it will, independently and without reliance upon the Agent, any of
its Affiliates, the Assignor or any other Liquidity Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Agreement and any other
Transaction Document;
	 
	 	(c)	 	appoints and authorises the Agent to take such action as agent on its behalf
and to exercise such powers and discretion under the Agreement and the other
Transaction Documents as are delegated to the Agent by the terms thereof, together with
such powers and discretion as are reasonably incidental thereto;
	 
	 	(d)	 	agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Agreement are required to be performed by it as
an Liquidity Lender;
	 
	 	(e)	 	agrees that it will not institute against either Borrower any proceeding of the
type referred to in Clause 9.11 (No bankruptcy petition) of the Agreement prior to the
date which is one year and one day after the payment in full of all obligations for
borrowed money of the Borrower; and
	 
	 	(f)	 	specifies as its address for notices and its account for payments the office
and account set forth beneath its name on the signature pages hereof.






	5.	 	The effective date for this Assignment shall be the later of:






	 	(a)	 	the date on which the Agent receives this Assignment executed by the parties
hereto and receives the consent of the Administrator, on behalf of the Borrower; and
	 
	 	(b)	 	the date of this Assignment (the “Effective Date”).






	 	 	Following the execution of this Assignment [and the consent of the Administrator, on behalf
of the Borrower,] this Assignment will be delivered to the Agent [for acceptance and]
recording.
	 
	6.	 	Upon such acceptance and recording, as of the Effective Date;




3









 












	 	(a)	 	the Assignee shall be a party to the Agreement and, to the extent provided in
this Assignment, have the rights and obligations of a Liquidity Lender thereunder; and
	 
	 	(b)	 	the Assignor shall, to the extent provided in this Assignment, relinquish its
rights and be released from its obligations under the Agreement.






	7.	 	Upon such acceptance and recording, from and after the Effective Date, the Agent shall make
all payments under the Agreement in respect of the interest transferred hereby (including,
without limitation, all payments in respect of such interest in Net Liquidity Advances,
Interest and fees) to the Assignee. The Assignor and Assignee shall make all appropriate
adjustments in payments under the Agreement for periods prior to the Effective Date directly
between themselves.






	8.	 	The Assignor agrees to pay the Assignee its pro rata share of fees in an amount equal to the
product of






	 	(a)	 	[___] per annum; and
	 
	 	(b)	 	the Commitment during the period after the Effective Date for which such fees
are owing and paid by the Borrower pursuant to the Agreement.






	9.	 	This Assignment and Assumption Agreement and the rights and obligations of the parties hereto
shall be governed by and construed in accordance with English law.






	10.	 	This agreement contains the final and complete integration of all prior expressions by the
parties hereto with respect to the subject matter hereof and shall constitute the entire
Agreement among the parties hereto with respect to the subject matter hereof superseding all
prior oral or written understandings.






	11.	 	If any one or more of the covenants, agreements, provisions or terms of this agreement shall
for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms
of this agreement and shall in no way affect the validity or enforceability of the other
provisions of this agreement.






	12.	 	This agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original and
all of which when taken together shall constitute one and the same agreement. Delivery by
facsimile of an executed signature page of this agreement shall be effective as delivery of an
executed counterpart hereof.






	13.	 	This agreement shall be binding on the parties hereto and their respective successors and
assigns.




IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be
executed by their respective officers thereunto duly authorised as of the date first above written.




4









 







[ASSIGNOR]



By:



Name:



Title:



[ASSIGNEE]



By:



Name:



Title:



COMMITMENT: €                    



Address for notices and Account for payments:




	 	 	 	 	 	 	 	 	 
	For Credit Matters:	 	For Administrative Matters:
	 
	 	 	 	 	 	 	 	 
	[NAME]	 	[NAME]
	Attention:	 	Attention:
	Telephone:	 	[(___) ___  ____]	 	Telephone:	 	[(___) ___  ____]
	Telefax:	 	[(___) ___  ____]	 	Telefax:	 	[(___) ___  ____]
	 
	 	 	 	 	 	 	 	 
	Account for Payments:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NAME	 	 	 	 
	ABA Number:	 	[___  ___  ___]
	Account Number:	 	[                    ]	 	 	 	 
	Attention:	 	[                    ]	 	 	 	 
	Re:	 	[                    ]	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[Consented to this [_____] day of	 	[Accepted this[ _____] day of
	[                    ], 20[__]	 	[                    ], 20[__]
	 
	 	 	 	 	 	 	 	 
	COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.
(TRADING AS RABOBANK INTERNATIONAL),
LONDON BRANCH, as Administrator	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
(TRADING AS RABOBANK
INTERNATIONAL), LONDON BRANCH, as
Agent
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ERASMUS CAPITAL CORPORATION, as	 	 	 	 
	Borrower	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 







5









 






			
	 	 	 
	EXECUTION COPY
	 	 






Dated 13 October 2006





	 	(1)	 	AGCO GMBH as Originator and Sub-Servicer	 
	 
	 	(2)	 	AGCO S.A. as Originator	 
	 
	 	(3)	 	AGCO IBERIA SA as Originator	 
	 
	 	(4)	 	AGCO RECEIVABLES LIMITED as the Company	 
	 
	 	(5)	 	AGCO SERVICES LIMITED as the Subordinated Lender	 
	 
	 	(6)	 	AGCO LIMITED	 
	 
	 	(7)	 	AGCO CORPORATION as the Parent	 
	 
	 	(8)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (trading as RABOBANK
INTERNATIONAL), LONDON BRANCH as the Agent and Administrator	 
	 
	 	(8)	 	ERASMUS CAPITAL CORPORATION as the CP Lender	 





 






MASTER SCHEDULE OF DEFINITIONS,

INTERPRETATION AND CONSTRUCTION

relating to the Securitisation of European Trade Receivables

 










LONDON




 









 





CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Page
	1.

	 	Definitions and interpretation
	 	 	1	 
	 
	 	 	 	 	 	 
	2.

	 	Interpretation
	 	 	38	 
	 
	 	 	 	 	 	 
	3.

	 	Calculations
	 	 	39	 
	 
	 	 	 	 	 	 
	4.

	 	Communications
	 	 	40	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Schedules	 	 	 	 
	 
	 	 	 	 	 	 
	1.

	 	Payment Information	 	 	 	 
	 
	 	 	 	 	 	 
	2.

	 	Accounts	 	 	 	 
	 
	 	 	 	 	 	 
	Exhibits	 	 	 	 
	 
	 	 	 	 	 	 
	1.

	 	Places of business and locations of records of the
Company, the Parent, the Master Servicer,
the Subordinated Lender and each Originator	 	 	 	 
	 
	 	 	 	 	 	 
	2.

	 	Form of Subrogation Certificate	 	 	 	 
	 
	 	 	 	 	 	 
	3.

	 	Form of Account Mandate Letter	 	 	 	 
	 
	 	 	 	 	 	 
	4.

	 	Form of Obligor Notification	 	 	 	 
	 
	 	 	 	 	 	 
	5.

	 	Credit and Collection Policy	 	 	 	 
	 
	 	 	 	 	 	 
	6.

	 	Accounts Receivable Listing	 	 	 	 
	 
	 	 	 	 	 	 
	7.

	 	Obligor Information Listing	 	 	 	 
	 
	 	 	 	 	 	 
	8.

	 	Form of Master Servicer Report
	 	 	 	 






 i 




 









 




THIS MASTER SCHEDULE OF DEFINITIONS, INTERPRETATION AND CONSTRUCTION is dated 13 October and made
between:





	(1)	 	AGCO GMBH, a Gesellschaft mit beschränkter Haftung established under the laws of Germany (in
its capacity as Originator and in its capacity as a Sub-Servicer);
	 
	(2)	 	AGCO S.A., a société anonyme incorporated under the laws of France;
	 
	(3)	 	AGCO IBERIA SA, a Sociedad Anonima incorporated under the laws of Spain;
	 
	(4)	 	AGCO RECEIVABLES LIMITED, a company incorporated under the laws of England and Wales as the
Company;
	 
	(5)	 	AGCO SERVICES LIMITED, a company incorporated under the laws of England and Wales, as
Subordinated Lender;
	 
	(6)	 	AGCO LIMITED, a company incorporated under the laws of England and Wales in its individual
capacity and in its capacity as Master Servicer;
	 
	(7)	 	AGCO CORPORATION, a Delaware corporation, as Parent;
	 
	(8)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (trading as RABOBANK INTERNATIONAL),
LONDON BRANCH, a cooperative banking organisation organised under the laws of the Netherlands
in its capacity as Agent and as a Liquidity Lender; and
	 
	(9)	 	ERASMUS CAPITAL CORPORATION, a corporation incorporated under the laws of Delaware, as CP
Lender.





IT IS AGREED that:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Defined Terms
	 
	 	 	Except where otherwise stated or the context otherwise requires, the following terms shall
have the following meanings:
	 
	 	 	“Account Mandate Letter” means an account mandate letter issued by the CP Lender
substantially in the form of Exhibit 3 (Form of Account Mandate Letter).
	 
	 	 	“Accounts Receivable Listing” means an accounts receivable listing, including the
information set out in Exhibit 6 (Accounts Receivable Listing), mutually agreed to by the
Company, the Master Servicer and the Agent from time to time and made available or to be
made available by the Master Servicer to the Agent pursuant to the Receivables Transfer
Agreements.
	 
	 	 	“Additional Costs” is defined in Clause 7.2(d) (Indemnity for Taxes, Reserves and Expenses)
of the Receivables Funding Agreement.




1









 






	 	 	“Adjusted EURIBOR” means, on any date, an interest rate per annum equal to the sum of the
Applicable Margin, EURIBOR and, if applicable, any Mandatory Costs on such date.
	 
	 	 	“Administrator” means Rabobank or an Affiliate thereof as Administrator for the CP Lender,
or Rabobank or an Affiliate thereof as Administrator for any Conduit Assignee.
	 
	 	 	“Advance” means a Funding Advance or a Liquidity Advance, as the case may be.
	 
	 	 	“Advance Date” is defined in Clause 2.2 (Borrowing procedures) of the Receivables Funding
Agreement and in Clause 2.2 (Borrowing procedures) of the Liquidity Agreement, as the case
may be.
	 
	 	 	“Adverse Claim” means any lien, security interest, mortgage, hypothecation, charge, floating
charge (or any promise or irrevocable mandate therefor) or encumbrance, attachment or
delegation, or any similar right or claim under the laws of any jurisdiction or any other
right or claim in, of or on any Person’s assets or properties in favour of any other Person
(including, but not limited to, any retention of title claims by any Person and any
hypothèque, gage sur fonds de commerce, saisie-arrêt and délégation de créance; but
excluding any statutory set-off rights under Section 1198 of the Spanish Civil Code, Section
355 German Commercial Code or Articles 1289 et seq. of the French Civil Code).
	 
	 	 	“Affected Assets” means, collectively, (a) the Purchased Receivables, (b) all Related
Assets, (c) all rights and remedies of the Company under the Receivables Transfer
Agreements, (d) all financing statements, charges or other similar documents or instruments
filed or otherwise recorded by or on behalf of the Company against any Originator, (e) all
of the Company’s rights and interests in and to the AGCO Accounts and all funds and
investments therein, and (f) all proceeds of the foregoing.
	 
	 	 	“Affiliate” means any Person directly or indirectly controlling, controlled by, or under
direct or indirect common control with, another Person or any Subsidiary of such other
Person. A Person shall be deemed to control another Person if the controlling Person owns
40% or more of any class of equity voting securities of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the management or
policies of the controlled Person, whether through ownership of stock or shares, by contract
or otherwise.
	 
	 	 	“AGCO Accounts” means the AGCO Germany Accounts, AGCO France Accounts and AGCO Iberia
Accounts, or any of them.
	 
	 	 	“AGCO Germany” means AGCO GmbH, a Gesellschaft mit beschränkter Haftung incorporated under
the laws of Germany.
	 
	 	 	“AGCO Germany Accounts” means the accounts listed in Schedule 2 (Accounts), and each other
account or accounts as AGCO Germany designates as an “AGCO Germany Account” with the prior
written consent of the Agent.
	 
	 	 	“AGCO France” means AGCO S.A. a société anonyme incorporated under the laws of France.




2









 






	 	 	“AGCO France Accounts” means the accounts listed in Schedule 2 (Accounts), and each other
account or accounts as AGCO France designates as an “AGCO France Account” with the prior
written consent of the Agent.
	 
	 	 	“AGCO Iberia” means AGCO Iberia S.A., a sociedad anonima incorporated under the laws of
Spain.
	 
	 	 	“AGCO Iberia Accounts” means the account, no. 0182-5437-68-0100074485 at BBVA, Travesia de
Sta. Brigida, Urb. Las Norias, 28220 Majadahonda, Madrid and each other account or accounts
as AGCO Iberia designates as an “AGCO Iberia Account” with the prior written consent of the
Agent.
	 
	 	 	“AGCO Limited” means Agco Limited, a limited company incorporated under the laws of England
and Wales, with registered number 509133 and with its registered office at PO Box 62, Banner
Lane, West Midlands CV4 9GF, England.
	 
	 	 	“AGCO Party” means the Parent, the Master Servicer, the Subordinated Lender, each Originator
and each Affiliate of the Parent from time to time party to a Transaction Document.
	 
	 	 	“Agent” means Rabobank, in its capacity as (a) agent for the CP Lender under the Receivables
Funding Agreement, (b) agent for the Liquidity Lenders under the Liquidity Agreement, and
(c) agent for the Secured Parties under the Security Agreement, as the case may be, and in
each case any successor appointed thereto.
	 
	 	 	“Agent-Related Persons” means the Agent, together with its Affiliates, and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and their respective
Affiliates.
	 
	 	 	“Aggregate Obligor Balance” means, at any time and with respect to any Obligor, the
aggregate Outstanding Balance of all Purchased Receivables owing by such Obligor.
	 
	 	 	“Aggregate Unpaids” means, at any time, an amount equal to the sum of (a) the Euro
Equivalent of the aggregate unpaid Yield accrued and to accrue with respect to all Rate
Periods at such time, (b) the Net Funding Advances at such time, (c) the Euro Equivalent of
the aggregate unpaid Interest accrued and to accrue with respect to all Interest Periods at
such time, (d) the Net Liquidity Advances at such time, and (e) the Euro Equivalent of all
other amounts owed (whether or not then due and payable) under the Receivables Funding
Agreement and under the other Transaction Documents by the Company and/or any AGCO Party to
the Agent, the Administrator, the Lenders or the other Indemnified Parties at such time,
including all Fees, Transaction Costs and Additional Costs.
	 
	 	 	“Alternative Rate” means an interest rate per annum equal to Adjusted EURIBOR or, if EURIBOR
can not be determined at the relevant time, the Base Rate.
	 
	 	 	“Applicable Margin” means the margin set out in the mandate letter between Rabobank and AGCO
Corporation dated 21 July 2006.




3









 







	 	 	“Approved Country” means France, Germany, Spain and each other country agreed between the
Master Servicer and the Agent in writing from time to time.
	 
	 	 	“Asset Balance” means, at any time, an amount equal to the lesser of: (a) the CP Value at
such time; and (b) the sum of (i) the Net Receivables Balance, (ii) the aggregate
Collections in respect of Purchased Receivables, to the extent not applied pursuant to
Clause 4 of the Receivables Servicing Agreement, and (iii) an amount equal to the aggregate
amount of discount due on maturity of each Commercial Paper that is outstanding at such time
(or, if such Commercial Paper is issued on an interest bearing basis, the amount of interest
due to be payable on the maturity thereof) (each, the “CP Funding Cost”) or, if such
Commercial Paper is not denominated in Euro, the Euro Equivalent of such CP Funding Cost,
provided that if at any time following an Insolvency Event, the Agent sells, or otherwise
realises its security over, a Security Asset at a time when the Asset Balance equals or
exceeds the Net Liquidity Advances, the Asset Balance (after giving effect to such sale or
realisation) shall be increased by the positive difference (if any) between that portion of
the Asset Balance that corresponded to the Security Assets that were sold or enforced
against and the proceeds of such sale or realisation, before any deduction of the Agent’s
expenses.
	 
	 	 	“Asset Deficiency” means, at any time, the amount (if any) by which (a) the Net Advances
exceeds (b) the Net Receivables Balance at such time.
	 
	 	 	“Asset Interest” means the right, title and interest of the Company and the Secured Parties
in and to the Affected Assets, the security created over the Affected Assets pursuant to the
Security Agreement and otherwise in, to and under the Receivables Funding Agreement, the
Liquidity Agreement and the other Transaction Documents.
	 
	 	 	“Assignment and Assumption Agreement” means an assignment and assumption agreement
substantially in the form of Exhibit B to the Liquidity Agreement.
	 
	 	 	“Assignment Deed” means a notarial deed granted before a Spanish Notary Public (Notario),
substantially in the form of Exhibit A to the Spanish Receivables Transfer Agreement, for
the purposes described in Clause 2.1 (Sale and transfer of Receivables).
	 
	 	 	“Available Commitment” means, with respect to any Liquidity Lender at any time, the
remainder of (a) such Liquidity Lender’s Commitment at such time minus (b) the aggregate
principal amount of such Liquidity Lender’s Liquidity Advances at such time.
	 
	 	 	“Average Credit Terms” means on any Reference Date, the arithmetical average number of days
(rounded to the nearest whole month) between the date on which Purchased Receivables are
invoiced and their due dates.
	 
	 	 	“Average Dilution Ratio” means, at any time, with respect to the Purchased Receivables of
the Total Receivables Pool, the sum of the Dilution Ratios for such Purchased Receivables
for the then three most recently-ended Reporting Periods, divided by three.
	 
	 	 	“Average Default Ratio” means, on any Reference Date, the fraction expressed as a percentage
obtained by dividing:




4









 












	 	(a)	 	the aggregate of the Default Ratios on that Reference Date and the preceding
two Reference Dates; by
	 
	 	(b)	 	three.






“Average Delinquency Ratio” means, at any time, with respect to the Purchased Receivables of
the Total Receivables Pool, the sum of:




	 	(a)	 	the Delinquency Ratios for such Purchased Receivables for the then three most
recently-ended Reporting Periods; divided by
	 
	 	(b)	 	three.






“Base Rate” means an interest rate per annum as shall be in effect from time to time, which
per annum rate shall equal at all times the sum of (a) the rate of interest determined by
the Reference Bank as being the rate that it would quote, at its principal office in London,
England, for fully prepayable advances of an amount approximately equal to the amount of the
relevant Lender’s funding costs in relation to which such determination is being made and in
the currency of such funding costs and which are provided for value on a same-day basis from
whatever source the Reference Bank may select to borrowers comparable in credit quality to
the relevant Lender for a period approximately equal to the period in respect of which it is
making such determination and (b) the Applicable Margin.




“Borrower” means, with respect to the Liquidity Agreement, the CP Lender in its capacity as
borrower thereunder.




“Borrowing Base” means, on any Reference Date, an amount equal to:




	 	(c)	 	the product of:






	 	(i)	 	Net Receivables Balance at such time; times
	 
	 	(ii)	 	100% minus the Required Reserve Percentage on such Reference
Date;






	 	 	 	less
	 
	 	(d)	 	the Dilution Amount on such date.






“Borrowing Request” means each request substantially in the form of Exhibit A to the
Receivables Funding Agreement and in the form of Exhibit A to the Liquidity Agreement, as
the case may be.




“Business Day” means any day that is:




	 	(a)	 	(i)       a European Business Day; and






	 	(i)	 	at any time that a Funding Advance is funded by the CP Lender
by the issuance of Commercial Paper, a day on which The Depository Trust
Company of New York is open for business and which is a TARGET Settlement Day;
and




5









 












	 	(b)	 	at any time that a Funding Advance is funded by the CP Lender by obtaining
Liquidity Advances under the Liquidity Agreement or advances under another Programme
Support Agreement, a day which is a TARGET Settlement Day.






“Centre of Main Interest” means, with respect to any Person, such Person’s Centre of Main
Interest for the purpose of the council regulation (EC) no. 1346/2000.




“Closing Date” means 16 October 2006 or as may be agreed by the parties hereto.




“Collections” means, with respect to any Purchased Receivable, at any time, all cash
collections and other cash proceeds or any other payments under the applicable Receivables
Transfer Agreement in respect of such Purchased Receivable received by the Master Servicer,
any Sub-Servicer on its behalf or any Originator or any Deemed Collection with respect to
such Purchased Receivable including, in each case, all cash proceeds of Related Assets with
respect to such Receivable and all amounts payable by the Master Servicer under Clause
4.5(d) of the Receivables Servicing Agreement. When used in, or in relation to Purchased
Receivables under a Receivables Transfer Agreement, the term “Collections” relates to
Collections in respect of Receivables purchased under such Receivables Transfer Agreement.




“Commercial Paper” means the short-term promissory notes of the CP Lender issued by the CP
Lender in either the US or non-US commercial paper markets.




“Commitment” means, with respect to each Liquidity Lender, as the context requires, the
commitment of such Liquidity Lender to make Liquidity Advances in accordance with the
Liquidity Agreement such that after giving effect to any such Liquidity Advances the portion
of the Net Liquidity Advances funded by such Liquidity Lender will not exceed an amount
equal to (i) the amount set forth opposite such Liquidity Lender’s name on Schedule 1 to the
Liquidity Agreement under the heading “Commitments” (or in the case of a Liquidity Lender
which becomes a party to the Liquidity Agreement pursuant to an Assignment and Assumption
Agreement, as set forth in such Assignment and Assumption Agreement), plus (ii) the amount
of any increase to such Liquidity Lender’s Commitment consented to by such Liquidity Lender,
minus (iii) the amount of any Commitment or portion thereof assigned by such Liquidity
Lender pursuant to an Assignment and Assumption Agreement, minus (iv) such Liquidity
Lender’s pro rata share of any reduction in the “Commitments” referred to in clause (i);
provided that no such reduction shall take place that would result in the total Commitment
being less than the CP Value of the outstanding Commercial Paper.




“Commitment Termination Date” means the date falling three hundred and sixty-four (364) days
after the date of the Liquidity Agreement, or such later date to which the Commitment
Termination Date has been extended pursuant to Clause 2.10 (Non-Renewing Liquidity Lenders)
of the Liquidity Agreement.




“Common Eligibility Criteria” means, at any time, with respect to any Receivable:




	 	(a)	 	the Obligor thereof is not at such time an Affiliate of the Parent;
	 
	 	(b)	 	such Receivable arises under a Contract between an Originator and an Obligor
for the supply of Equipment or Parts by the Originator;




6









 






	 	(c)	 	such Receivable is not a Defaulted Receivable or a Delinquent Receivable;
	 
	 	(d)	 	such Receivable, by its terms, is due and payable within 270 days of the
original Invoice date and has not had its payment terms extended other than in
accordance with the Credit and Collection Policy;
	 
	 	(e)	 	such Receivable arises under a Contract which, together with such Receivable,
is in full force and effect and which constitutes the legal, valid and binding
obligations of the Originator and Obligor which are party thereto, enforceable in
accordance with its terms (as such enforcement may be subject to any Enforcement
Limitation) and has not been amended, supplemented or superseded in any respect which
could affect the collectibility, transferability or ownership of such Receivable;
	 
	 	(f)	 	such Receivable arises under a Contract which does not contain any
confidentiality or other provision that could have the effect of preventing the Master
Servicer, the Company or the Agent or any of their respective agents or any successor
in title to such Receivable to exercise their respective rights under any Receivables
Transfer Agreement, such Contract or the Security Agreement or to provide the
information required by the terms of the Receivables Funding Agreement, the Security
Agreement and each Receivables Transfer Agreement;
	 
	 	(g)	 	such Receivable arises under a Contract that contains an obligation upon the
Obligor thereof to pay a specified sum of money, contingent only upon the delivery of
Equipment or Parts as provided for in such Contract by the Originator of such
Receivable;
	 
	 	(h)	 	no claim has been made by the Obligor thereof in respect of any right of
rescission, set-off, counterclaim or any other defence or dispute and such Obligor has
not exercised any right either to reject or, as against the Originator thereof, to
cause such Originator to repurchase, the Equipment or Parts, the sale of which has
given rise to such Receivable;
	 
	 	(i)	 	the Originator thereof has satisfied and fully performed all obligations on its
part with respect to such Receivable required to be fulfilled by it (including delivery
to the relevant Obligor of Equipment or Parts in conformity with the specifications
contained in the related Contract, the sale of which gives rise to such Receivable and
the related Invoice) and no further action is required to be performed by any Person
with respect thereto other than payment thereof by the applicable Obligor;
	 
	 	(j)	 	the terms of the Contract under which such Receivable arises do not require the
consent of the Obligor to (i) the sale and/or assignment of such Receivable and the
other Affected Assets to the Company or the Subrogation of the Company to the rights of
the Originator thereof, or (ii) the grant of a security interest in such Receivable and
the other Affected Assets to the Agent under the Security Agreement;
	 
	 	(k)	 	such Receivable arises, together with the Contract related thereto, from sales
of Equipment or Parts undertaken in compliance with such Contract and the




7









 






	 	 	 	Credit and Collection Policy, and neither such Receivable nor such Contract
contravenes any law, rule or regulation of any Official Body applicable thereto;
	 
	 	(l)	 	such Receivable was generated in the ordinary course of business of the
Originator of such Receivable in connection with the purchase of Equipment or Parts by
the applicable Obligor from such Originator;
	 
	 	(m)	 	such Receivable arises solely from the sale of Equipment or Parts to the
applicable Obligor by the Originator of such Receivable and not from the sale of other
goods or the provision of services by or to any other Person (in whole or in part);
	 
	 	(n)	 	such Receivable satisfies all applicable requirements of the Credit and
Collection Policy;
	 
	 	(o)	 	such Receivable has arisen pursuant to a commercial transaction between the
Originator thereof and the relevant Obligor;
	 
	 	(p)	 	all amounts payable by the Obligor of such Receivable are, immediately before
the purchase of such Receivable by the Company under the relevant Receivables Transfer
Agreement and the grant of a security interest in such Receivable by the Company under
the Security Agreement, payable to the Originator of such Receivable and, immediately
after such purchase by the Company, payable to the Company, in each case without
deduction of withholding taxes imposed by any jurisdiction where the CP Lender, the
Company or such Originator or such Obligor may be incorporated or domiciled or any
other deductions in respect of Taxes of any jurisdiction where any such Person may be
incorporated or domiciled other than those in respect of any Finance Charges payable in
excess of the Outstanding Balance of such Receivable, if such Receivable is a
Delinquent Receivable;
	 
	 	(q)	 	the sale by the relevant Originator thereof to the Company under the relevant
Receivables Transfer Agreement and the grant of a security interest by the Company to
the Agent in such Receivable under the Security Agreement is not, nor may be, voidable
by any Person under any law, rule or regulation in effect in any country in which the
relevant Originator or any Obligor of such Receivable may be located, or any political
subdivision thereof or jurisdiction therein, whether relating to bankruptcy,
insolvency, reorganisation, creditors’ rights or otherwise (other than, if such
Receivable is a Spanish Receivable, upon the occurrence of an Insolvency Event in
respect of the Spanish Originator of such Receivable in accordance with applicable
Spanish insolvency laws);
	 
	 	(r)	 	the Outstanding Balance of such Receivable on the date of purchase thereof by
the Company under the applicable Receivables Transfer Agreement, when added to the sum
of the Outstanding Balances of all Purchased Receivables of the Total Receivables Pool
that are payable by the Obligor of such Receivable and any Affiliate of such Obligor on
such date, does not exceed the Concentration Limit applicable to such Obligor; and




8









 






	 	(s)	 	the Agent has not notified the Master Servicer in writing that such Receivable
is unacceptable to the Agent and the CP Lender.






“Company” means AGCO Receivables Limited, a limited company incorporated under the laws of
England and Wales.




“Company Account” means the account or accounts as the Company designates as a “Company
Account” with the prior written consent of the Agent.




“Concentration Limit” means, on any Reporting Date and with respect to any Obligor, an
amount equal to the product of the Concentration Limit Percentage applicable to such Obligor
on such date multiplied by the Outstanding Balance for the Total Receivables Pool on such
date (after giving effect to all transactions to occur under the Transaction Documents on
such date).




“Concentration Limit Percentage” means, on any date:




	 	(a)	 	4.0% in respect of the Obligor owing the largest Aggregate Obligor Balance on
such date;
	 
	 	(b)	 	2.0% in respect of the Obligor owing the second largest Aggregate Obligor
Balance on such date; and
	 
	 	(c)	 	1.5% in respect of each other Obligor,






or such other percentage in respect thereof as may be determined by the Agent from time to
time, having received a Rating Confirmation in respect thereof. For the purposes of this
definition, any group of two or more Obligors that are Affiliates of each other shall be
treated as a single Obligor.




“Conduit Assignee” means (provided that there may be more than one Conduit Assignee at any
time) any commercial paper conduit administered by Rabobank, any of its Affiliates or any
other party designated by the CP Lender (or the Agent on its behalf) from time to time to
accept an assignment from the CP Lender of all or a portion of the Net Funding Advances.




“Contract” means any and all instruments, agreements, leases, invoices or other documents or
other communications or dealings between an Originator (or its agent) and a third party (or
its agent) for and in connection with an agreement by such Originator to sell Equipment or
Parts to such third party.




“CP Lender” means Erasmus Capital Corporation and, upon and after any Conduit Assignee has
become a party to the Receivables Funding Agreement pursuant to Clause 9.8 (Successors and
assigns; binding effect) of the Receivables Funding Agreement, such Conduit Assignee.




“CP Lender Account” is defined in Clause 2.8(a) (CP Lender Accounts) of the Receivables
Funding Agreement.




“CP Rate” means, for any Tranche which is funded by the CP Lender through the issuance of
Commercial Paper during an applicable Rate Period, or in respect of any Discount Period, the
rate determined by the Agent (on behalf of the CP Lender) to be



9









 







equivalent to the cost (as determined by the Administrator and which shall include
commissions of placement agents and dealers, incremental carrying costs incurred with
respect to Commercial Paper maturing on dates other than those on which corresponding funds
are received by the CP Lender, other borrowings by the CP Lender (other than under any
Programme Support Agreement) and any other costs associated with the issuance of Commercial
Paper) of or related to the issuance of Commercial Paper that are allocated, in whole or in
part, by the CP Lender or the Administrator to fund or maintain such Tranche or, as
applicable, to fund and maintain the funding of the transactions contemplated by the
Receivables Funding Agreement and having a term approximately equal to or shorter than such
Rate Period or Discount Period.




“CP Value” means, at any time with respect to the outstanding Commercial Paper issued to
fund Funding Advances at any time, the aggregate of:




	 	(a)	 	with respect to any such Commercial Paper issued in a currency other than Euro,
the aggregate Forward Amounts to be delivered by the CP Lender to each Hedge
Counterparty under each Forward Contract related to such Commercial Paper, other than a
Forward Contract relating to such Commercial Paper in respect of which, as of the
determination date of the CP Value thereof, the CP Lender has issued or sold further
Commercial Paper and has entered into a related Spot Contract the proceeds of which
will be used to repay the Forward Amount due under such Forward Contract; and
	 
	 	(b)	 	with respect to any such Commercial Paper issued in Euro, the aggregate Face
Amount thereof.






“Credit and Collection Policy” means, the Originators’ credit and collection policies and
priorities relating to Contracts and Receivables in the form attached hereto as Exhibit 5
(Credit and Collection Policy), as may be amended from time to time as permitted under the
Receivables Servicing Agreement or the other Transaction Documents.




“Currency” means Euro.




“Deemed Collections” means, at any time any Collections deemed to have been received at such
time by the Company pursuant to Clause 4.4 (Deemed Collections) of the Receivables Servicing
Agreement and/or by the relevant Originator pursuant to Clause 2.3 (Deemed Collections) of
the relevant Receivables Transfer Agreement.




“Default Rate” means, in relation to any Advance or any other amount payable under the
Transaction Documents, a rate per annum accruing on a daily basis equal to the greater of
(a) the Base Rate, plus 2% per annum, and (b) the Overnight Rate, plus 2% per annum,
provided that such amount shall not exceed the maximum amount, if any, permitted by
applicable Law.




“Default Ratio” means on any Reference Date, the fraction, expressed as a percentage,
obtained by dividing:



10









 






	 	(a)	 	the aggregate of the face amounts of all outstanding Purchased Receivables
which first became Defaulted Receivables during the Reporting Period then ended; by
	 
	 	(b)	 	the Relevant Sales-Defaults in respect of all Purchased Receivables.






“Default Receivable Maturity” means, on any Reference Date:




A+B




where




	 	A	 	is the Average Credit Terms as at the most recent Reference Date; and
	 
	 	B	 	is 60.






“Default Reserve Percentage” means, on any Reference Date:




A x B x C




where




	 	A	 	is the Expected Defaults as at such Reference Date;
	 
	 	B	 	is the Loss Horizon Ratio as at such Reference Date; and
	 
	 	C	 	is 2.25.






“Defaulted Receivable” means:




	 	(a)	 	for the purpose of determining the Borrowing Base under the Liquidity Agreement
in relation to Spanish Receivables, any Receivable:






	 	(i)	 	(other than a Diluted Receivable) as to which any payment due
to be made by the Obligor thereof, or any part of such payment, remains unpaid
for 240 days or more from the scheduled due date for such payment; or
	 
	 	(ii)	 	as to which the Obligor thereof has become the subject of an
Insolvency Event; or
	 
	 	(iii)	 	which, consistent with the Credit and Collection Policy, has
been or should be written-off as uncollectible in the books of the Originator
thereof; and






	 	(b)	 	for the purpose of determining the Borrowing Base under the Liquidity Agreement
in relation to any other Receivables and for any other purpose under the Transaction
Documents, any Receivable:






	 	(i)	 	(other than a Diluted Receivable) as to which any payment due
to be made by the Obligor thereof, or any part of such payment, remains unpaid
for 90 days or more from the scheduled due date for such payment; or




11









 






	 	(ii)	 	as to which the Obligor thereof has become the subject of an
Insolvency Event; or
	 
	 	(iii)	 	which, consistent with the Credit and Collection Policy, has
been or should be written-off as uncollectible in the books of the Originator
thereof.






“Defaulting Liquidity Lender” is defined in Clause 2.11 (Defaulting Liquidity Lender) of the
Liquidity Agreement.




“Delinquency Ratio” means, on any date with respect to the Purchased Receivables of the
Total Receivables Pool, the ratio (expressed as a percentage), calculated as of the then
most recent Reference Date, obtained by dividing:




	 	(a)	 	the aggregate Outstanding Balance of all the Purchased Receivables of the Total
Receivables Pool which have become Delinquent Receivables during the Reporting Period
ending on such Reference Date, by
	 
	 	(b)	 	an amount equal to the aggregate Outstanding Balance of all the Purchased
Receivables of the Total Receivables Pool as at close of business on the Reference Date
next preceding such Reference Date.






“Delinquent Receivable” means any Receivable, other than a Defaulted Receivable, as to which
any payment due to be made by the Obligor thereof, or any part of such payment, remains
unpaid for 60 days or more from the originally scheduled due date for such payment.




“Diluted Receivable” means any Purchased Receivable subject to a Dilution.




“Dilution” means, in relation to any Purchased Receivable, any reduction in the Outstanding
Balance of such Purchased Receivable as a result of (a) any defective, rejected or
repossessed goods, any cash discount or any adjustment by an Originator or the Master
Servicer; or (b) any legally valid set-off in respect of any claim by any Person (whether
such claim arises out of the same or a related transaction or an unrelated transaction); or
(c) cancelled as a consequence of any repurchase or repossession by any Originator of any of
the Equipment or Parts giving rise to such Purchased Receivable pursuant to a Contract or
otherwise; or (d) cancelled as a result of the replacement of the Invoice therefor with a
replacement Invoice.




“Dilution Amount” means, in relation to any Receivables Pool at any time, the aggregate
amount of Recorded Dilutions for the Purchased Receivables of such Receivables Pool at such
time.




“Dilution Ratio” means, on any date, the ratio (expressed as a percentage), calculated as of
the then most recent Reference Date obtained by dividing:




	 	(a)	 	the Dilution Amount, by
	 
	 	(b)	 	an amount equal to the aggregate Outstanding Balance of all Purchased
Receivables of the Total Receivables Pool as at the Reference Date next preceding such
Reference Date.




12









 












“Discount Percentage” means, with respect to any Purchased Receivable (other than a French
Receivable), such percentage as the Company, the Agent and the relevant Originator may agree
from time to time (provided that such percentage may differ between the German and the
Spanish Receivables and between each individual Purchased Receivable) in order to reflect
the fair market value of the Receivables being sold under the relevant Receivable Transfer
Agreement (which determination may include, without limitation, consideration of previous or
expected defaults or losses).




“Discount Period” means, at any time from the Closing Date to the date the Aggregate Unpaids
are reduced to zero, the period of time from and including a Settlement Date (or the date of
the initial purchase of Receivables by the CP Lender under the Receivables Funding Agreement
for the first Discount Period) to but excluding the next following Settlement Date.




“Downgrade Collateral Account” is defined in Clause 2.9(a)(ii) (Downgrade of Liquidity Risk)
of the Liquidity Agreement.




“Downgrade Draw” is defined in Clause 2.9(a)(ii) (Downgrade of Liquidity Risk) of the
Liquidity Agreement.




“EC Treaty” means the Treaty Establishing the European Community (signed in Rome on 25
March, 1957), as amended by the Treaty on European Union (signed in Maastricht on 7
February, 1992), as amended by the Treaty of Amsterdam (signed in Amsterdam on 2 October,
1997), as amended by the Treaty of Nice (signed in Nice on 26 February, 2001).




“Eligible Investments” means any demand or time deposits or certificates of deposit or
bearer securities or commercial paper rated at least A-1+ by S&P and P-1 by Moody’s which
mature prior to the date and time for any payments to be made on the Advances and which are
held with or issued by any person whose short term unsecured and unsubordinated debt
obligations are rated at least A-1+ by S&P and P-1 by Moody’s.




“Eligible Receivable” means any of a German Eligible Receivable, a Spanish Eligible
Receivable or a French Eligible Receivable, as applicable.




“Enforcement Limitation” means, with respect to the enforceability of (i) any provision of
any Transaction Document against any party to such Transaction Document or (ii) any
provision of the Contract for any Receivable against the parties thereto, any limitation on
such enforceability arising as a result of:




	 	(a)	 	the application of applicable bankruptcy, insolvency or other similar laws
relating to or limiting creditors’ rights generally;
	 
	 	(b)	 	where relevant, the application of general principles of equity; or
	 
	 	(c)	 	any other mandatory law of general application.




13









 












“Equipment” means tractors, combine harvesters, agricultural machinery or implements,
including accessories relating thereto, sold by an Originator to an Obligor pursuant to a
Contract.




“EURIBOR” means, in relation to any Advance denominated in Euro:




	 	(a)	 	the rate per annum determined by the Agent to be equal to the arithmetic mean
(rounded upwards to five decimal places) of the offered rates (if any) appearing on
Reuters Page EURIBOR 01 and any equivalent successor to such page for deposits in Euro
for the period of time in relation to which such determination is being made, as
applicable at or about 11.00 a.m. (Brussels time) on the date which is two TARGET
Settlement Days before the commencement of such period;
	 
	 	 	 	provided that, in the event:






	 	(i)	 	no such rates appear on Reuters Page EURIBOR 01 or other
applicable page of that service;
	 
	 	(ii)	 	the applicable page is not on display; or
	 
	 	(iii)	 	Reuters is not operating; then






	 	(b)	 	the rate per annum determined by the Agent to be equal to the arithmetic mean
(rounded upwards to five decimal places) of the rates (as notified to the Agent) at
which the Agent was offering to prime banks in the Euro-zone interbank market deposits
in Euro and for period, as applicable, at or about 11.00 a.m. (Brussels time) on the
date which is two TARGET Settlement Days before the commencement of such period, as
applicable.






“Euro”
or “€” means the lawful currency of the Member States.




“Euro Equivalent” means, in relation to an amount:




	 	(a)	 	denominated in Euro, such amount; or
	 
	 	(b)	 	denominated in a currency other than Euro, the amount of Euro required to
purchase such amount denominated in a currency other than Euro at the Exchange Rate on
the day such Euro Equivalent is determined.






“European Business Day” means any day (other than a Saturday or Sunday) on which commercial
banks are open for business in Frankfurt am Main (Germany) London (England), Paris (France)
and Madrid (Spain).




“Exchange Rate” means, in relation to the purchase of one currency (the “first currency”)
with another currency (the “second currency”) on any date, the spot rate of exchange
determined by the Agent to have been quoted for the amount in question on Reuters Page
“EURX1=” at or about 11:00 a.m. on such day (or if such day is not a Business Day on the
immediately preceding Business Day) for the purchase of the first currency with the second
currency.



14









 






“Excluded Tax” or “Excluded Taxes” means any Tax imposed on or calculated by reference to
the net income or profit received or receivable (but not on any sum deemed to be received or
receivable) by the recipient (and, for U.S. tax purposes only, also means franchise taxes)
where such Taxes are imposed by a taxing authority under the law of the jurisdiction in
which that recipient is incorporated or, if different, the jurisdiction(s) in which the
recipient is treated as resident for tax purposes;




“Expected Defaults” means, with respect to a Reference Date, the highest of the Average
Default Ratios calculated on such Reference Date and on any of the preceding 11 Reference
Dates.




“Face Amount” means, with respect to the outstanding Commercial Paper issued to fund Funding
Advances at any time (a) with respect to any such Commercial Paper issued on a discount
basis, the face amount thereof, and (b) with respect to any such Commercial Paper issued on
an interest-bearing basis, the principal amount thereof plus the amount of all interest then
accrued on such Commercial Paper and which will accrue thereon (which in the case of any
Commercial Paper with a variable rate of interest shall be such amount as reasonably
determined by the Agent in good faith) from the date of calculation to its stated maturity
date.




“Facility Limit” means the amount specified as such in Schedule 1 to the Receivables Funding
Agreement under the heading “Facility Limit”.




“Fee Letter” means the letter dated on or about the date hereof from the CP Lender to the
Company.




“Fees” means the fees payable from time to time by the Company pursuant to the Fee Letter.




“Final Payout Date” means the date, after the Termination Date, on which the Net Funding
Advances and the Net Liquidity Advances, all accrued Servicing Fees and all other Aggregate
Unpaids have, in each case, been fully and finally paid.




“Finance Charges” means, with respect to a Contract, any finance, interest, late payment
charges or similar charges owing by an Obligor pursuant to such Contract.




“Foreign Exchange Agreement” means a foreign currency exchange hedging product providing
foreign currency exchange protection.




“Forward Amount” means, at any time, any amount payable by the CP Lender to a Hedge
Counterparty pursuant to a Forward Contract at such time.




“Forward Contract” means a forward currency exchange contract entered into between the CP
Lender and the relevant Hedge Counterparty pursuant to which the CP Lender will be entitled
to receive a fixed amount of funds in one currency in exchange for delivering to the
relevant Hedge Counterparty a fixed amount of funds in another currency.




“France” means the French Republic (République française) (excluding DOM/TOM).




“French Eligibility Criteria” means, at any time, with respect to a Receivable:



15









 






	 	(a)	 	the originator of which is a French Originator;
	 
	 	(b)	 	the Obligor thereof (i) not an individual, (ii) is domiciled in France, (iii)
has accepted the sale of Equipment or Parts, which is the subject of the Contract that
has given rise to such Receivable in France and (iv) is not an Official Body;
	 
	 	(c)	 	such Receivable is denominated in Euro and is payable only in France;
	 
	 	(d)	 	(i) such Receivable and any Related Assets are freely transferable by way of
Subrogation by the relevant French Originator and its successors in title (including
the Company and the Agent acting in the name and on behalf of the Secured Parties)
without requiring the consent of any Person, including any Obligor and (ii) such French
Originator (immediately prior to any sale thereof to the Company pursuant to the
relevant French Receivables Transfer Agreement) and the Company, (immediately prior to
the grant of a security interest in respect thereof to the Agent pursuant to the
Security Agreement) has exclusive title thereto, and is the sole legal owner thereof,
free and clear of any Adverse Claim, except as may be created by any of the Transaction
Documents;
	 
	 	(e)	 	the sale and transfer by the relevant French Originator of such Receivable
under the relevant French Receivables Transfer Agreement, together with the delivery by
such French Originator to the Company of a Subrogation Certificate with respect to such
Receivable and the payment by the Company of the Subrogation Price in relation to such
Receivable (and the endorsement provided in Clause 2.6 of the relevant French
Receivables Transfer Agreement, if applicable) shall be effective as against such
French Originator and the Obligor of such Receivable to transfer to the Company all of
such French Originator’s present and future right and title to and interest in such
Receivable and the Related Assets, free and clear of any Adverse Claim, except as
created by any of the Transaction Documents and no further action need be taken in
order to transfer to the Company such right, title and interest, it being understood
that, until notice of the sale of such Receivable has been given to such Obligor, such
sale shall not be effective as against such Obligor and, in particular, such Obligor is
entitled to discharge its payment obligation in respect of such Receivable to such
French Originator;
	 
	 	(f)	 	the sale by the relevant French Originator to the Company and the grant by the
Company of a security interest in respect of such French Receivable to the Agent
(acting in the name and on behalf of the Secured Parties) under the relevant
Receivables Transfer Agreement and the Security Agreement respectively, is not at the
relevant time voidable or liable to be set aside in any way by any Person and, in each
case, by any liquidator, receiver, administrator, administrative receiver, custodian,
trustee in bankruptcy, examiner or other similar official appointed with respect to, or
by any creditor of, the relevant French Originator, or the Obligor of such Receivable
under any law, rule or regulation in effect in any Approved Country or any political
subdivision thereof or a jurisdiction therein, whether related to bankruptcy,
insolvency, reorganisation, creditors’ rights or otherwise; and




16









 






	 	(g)	 	such Receivable arises under a Contract governed by French law.






“French Eligible Receivable” means, at any time, a Receivable with respect to which all the
Common Eligibility Criteria and all the French Eligibility Criteria are satisfied at such
time.




“French Originator” means AGCO France.




“French Receivable” means a Receivable originated by the French Originator and which, prior
to sale thereof to the Company under the French Receivables Transfer Agreement, was owned,
or purportedly owned, by the French Originator.




“French Receivables Pool” means, at any time, all of the French Receivables purchased or
purported to be purchased at such time by the Company from the French Originator pursuant to
the French Receivables Transfer Agreement.




“French Receivables Transfer Agreement” means the receivables transfer agreement dated on or
about the date hereof between, inter alios, the Company and AGCO France.




“Funding Advance” means any advance made by the CP Lender to the Company under the
Receivables Funding Agreement.




“GAAP” means (in the context of the transaction documents only):




	 	(a)	 	when used with respect to the financial condition of any Person or any
financial statements prepared or to be prepared with respect to such Person, either:






	 	(i)	 	generally accepted accounting principles in effect from time to
time in the jurisdiction of incorporation of such Person which, if such Person
is:






	 	(A)	 	the Parent, shall be generally accepted
accounting principles in effect from time to time in the United States
of America;
	 
	 	(B)	 	the Company or the Master Servicer, shall be
generally accepted accounting principles in effect from time to time in
the United Kingdom;
	 
	 	(C)	 	a French Originator, shall be generally
accepted accounting principles in effect from time to time in France;
	 
	 	(D)	 	a German Originator shall be generally accepted
accounting principles in effect from time to time in Germany; and
	 
	 	(E)	 	a Spanish Originator, shall be generally
accepted accounting principles in effect from time to time in Spain; or






	 	(ii)	 	such other generally accepted accounting principles as may be
adopted by such Persons referred to in paragraphs (i)(A) to (E) from time to
time; and




17









 












	 	(b)	 	when used with respect to the system of accounting established and administered
by any Person, either (i) US GAAP or (ii) such other generally accepted accounting
principles as may be adopted by such Persons from time to time.






“German Civil Code” means the civil code (Bürgerliches Gesetzbuch) of Germany which came
into force on 1 January 1900, as amended from time to time, and any successor code thereof.




“German Commercial Code” means the commercial code (Handelsgesetzbuch) of Germany which came
into force on 1 January 1900, as amended from time to time and any successor thereof.




“German Eligibility Criteria” means, at any time, with respect to a Receivable:




	 	(a)	 	the originator of which is a German Originator;
	 
	 	(b)	 	the Obligor of which is (i) not an individual, (ii) is domiciled in Germany,
(iii) has accepted the sale of Equipment or Parts, which is the subject of the Contract
that has given rise to such Receivable, in Germany and (iv) not an Official Body;
	 
	 	(c)	 	such Receivable is denominated in Euro and is payable only in Germany;
	 
	 	(d)	 	such Receivable and any Related Assets are freely assignable by the relevant
German Originator and its successors in title (including the Company and the Agent (on
behalf of the Secured Parties)), without requiring the consent of any Person, including
any Obligor, and such German Originator (immediately prior to any sale thereof to the
Company pursuant to the relevant German Receivables Transfer Agreement) and the Company
(immediately prior to the grant of a security interest in respect thereof to the Agent
pursuant to the Security Agreement) has exclusive title thereto, and is the sole legal
owner thereof, free and clear of any Adverse Claim, except as may be created by any of
the Transaction Documents;
	 
	 	(e)	 	the sale and transfer by the relevant German Originator of such Receivable
under the relevant German Receivables Transfer Agreement and the payment by the Company
of the Purchase Price in relation to such Receivable shall be effective as against the
relevant German Originator and the Obligor thereof to transfer to the Company all the
relevant German Originator’s present and future right and title to and interest in such
Receivable and the Related Assets, free and clear of any Adverse Claim, except as
created by any of the Transaction Documents and no further action need be taken to
transfer to the Company such right, title and interest, it being understood that, until
notice of the sale of such Receivable has been given to such Obligor, such sale shall
not be effective as against such Obligor and, in particular, such Obligor is entitled
to discharge its payment obligation in respect of such Receivable to such German
Originator;
	 
	 	(f)	 	the sale by the relevant German Originator to the Company and the grant by the
Company of a security interest in respect of such German Receivable to




18









 






	 	 	 	the Agent under the relevant Receivables Transfer Agreement and the Security
Agreement respectively, is not at the relevant time voidable or liable to be set
aside in any way by any Person and, in each case, by any liquidator, receiver,
administrator, administrative receiver, custodian, trustee in bankruptcy, examiner
or other similar official appointed with respect to, or by any creditor of, the
relevant German Originator or the Obligor of such German Receivable under any law,
rule or regulation in effect in any Approved Country or any political subdivision
thereof or a jurisdiction therein, whether related to bankruptcy, insolvency,
reorganisation, creditors’ rights or otherwise; and
 
	 	(g)	 	such Receivable arises under a Contract governed by German law.






“German Eligible Receivable” means, at any time, a Receivable with respect to which all the
Common Eligibility Criteria and all the German Eligibility Criteria are satisfied at such
time.




“German Originator” means AGCO Germany.




“German Receivable” means a Receivable originated by the German Originator, which, prior to
sale thereof to the Company under the German Receivables Transfer Agreement, was owned, or
purportedly owned, by the German Originator.




“German Receivables Pool” means, at any time, all of the German Receivables purchased or
purported to be purchased at such time by the Company from the German Originator pursuant to
the German Receivables Transfer Agreement.




“German Receivables Transfer Agreement” means the receivables transfer agreement dated on or
about the date hereof between, inter alios, the Company and AGCO Germany.




“Germany” means the Federal Republic of Germany (Bundesrepublik Deutschland).




“Group Companies” means the Parent and its Subsidiaries.




“Group Credit Agreement” means the credit agreement dated as of 22 December 2003 (as
amended, restated, supplemented or otherwise modified from time to time) by and among, inter
alia, the Parent, AGCO Limited and the other Subsidiaries of Parent signatory thereto,
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, Canadian Branch,
as canadian administrative agent, SunTrust Bank and Morgan Stanley Senior Funding, Inc., as
co-syndication agents, Co-Bank ACB and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch,
as co-documentation agents, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
“Rabobank Nederland”, New York Branch, as administrative agent.




“Hedge Counterparty” means the party other than the CP Lender to a Forward Contract or a
Spot Contract, as the case may be, which may include Rabobank.




“Indemnified Amounts” is defined in Clause 7.1 (Indemnities by the Company) of the
Receivables Funding Agreement.




“Indemnified Parties” is defined in Clause 7.1 (Indemnities by the Company) of the
Receivables Funding Agreement.



19









 






“Insolvency Event” means, in relation to any Person:




	 	(a)	 	the inability of that Person to pay its debts as they fall due; or
	 
	 	(b)	 	in relation to any Person other than the Company, the value calculated in
accordance with GAAP applicable to such Person of that Person’s assets being less than
the amount of its liabilities; or
	 
	 	(c)	 	that Person making any general arrangement for the benefit of its creditors; or
	 
	 	(d)	 	any step being taken or proceeding being instituted (unless such step or
proceeding is frivolous or vexatious and is dismissed within 30 days (or 60 days if
such Person is the Master Servicer) of being taken or instituted) by any competent
Person seeking:






	 	(i)	 	to adjudicate it bankrupt or insolvent with respect to it or
its debts; or
	 
	 	(ii)	 	the liquidation, winding up, reorganisation (other than a
solvent reorganisation), arrangement, adjustment, protection, relief or
composition of it or its debts; or
	 
	 	(iii)	 	the entry of an order for relief or the appointment of a
receiver, administrator, administrative receiver, custodian, trustee in
bankruptcy, examiner or other similar official of it or a substantial part of
its assets; or






	 	(e)	 	if that person is a French Originator, such French Originator:






	 	(i)	 	is in a situation of cessation of payments (cessation des
paiements) within the meaning of French insolvency laws;
	 
	 	(ii)	 	has initiated safeguard proceedings under French insolvency
laws (procédure de sauvegarde);
	 
	 	(iii)	 	has filed for bankruptcy or liquidation under French
insolvency laws (redressement judiciaire or liquidation judiciaire);
	 
	 	(iv)	 	has been adjudicated bankrupt, put under provisional
supervision or annulled as a legal entity; or
	 
	 	(v)	 	has any corporate action taken or pending in relation to any of
the above; or






	 	(f)	 	if that Person is a German Originator, such German Originator:






	 	(i)	 	is in a situation of cessation of payments
(Zahlungsunfähigkeit) or a status of overindebtedness (Überschuldung) within
the meaning of German insolvency laws;
	 
	 	(ii)	 	has resolved to commence proceedings with respect to a
restructuring or work out of its financial indebtedness (Insolvenzplan);




20









 






	 	(iii)	 	has filed for insolvency (Insolvenz);
	 
	 	(iv)	 	has been adjudicated bankrupt, put under provisional
supervision (Eröffnung des Insolvenzverfahren) or annulled as a legal entity;
or
	 
	 	(v)	 	has any corporate action taken or pending in relation to any of
the above; or






	 	(g)	 	if that person is a Spanish Originator or an Obligor of a Receivable originated
by a Spanish Originator (hereinafter, the “Spanish Resident”), the occurrence of any of
the following:






	 	(i)	 	the Spanish Resident files an application with a court to be
declared to be subject to creditors’ composition (“concurso") as this term is
defined in Spanish Law 22/2003, dated July 9, 2003, or subject to any
equivalent situation as provided by any law that could complement, replace or
amend it;
	 
	 	(ii)	 	a third party applies to a court to have the Spanish Resident
declared is subject to creditors’ composition (concurso) as this term is
defined in the above-mentioned Spanish Law 22/2003 and the court agrees to
follow the creditors’ composition proceedings, or any other equivalent
situation as provided by any other law that could complement, replace or amend
it;
	 
	 	(iii)	 	the Spanish Resident is subject to governmental or judicial
administration in Spain (intervención administrativa o administración
judicial);
	 
	 	(iv)	 	the Spanish Resident has ceased or has threatened to cease to
carry on its business, has commenced negotiations with one or more of its
creditors with a view to rescheduling its debts by reason of actual or
anticipated financial difficulties, or a moratorium has been declared in
respect of any of its debts;
	 
	 	(v)	 	any insolvency proceeding, as defined in Council Regulation
(EC) No 1346/2000, of 29 May 2000 on Insolvency Proceedings is initiated in any
jurisdiction affecting the assets of the Spanish Resident;
	 
	 	(vi)	 	the Spanish resident has commenced any case, proceeding or
other action relating to its winding-up, dissolution or liquidation; or






	 	(h)	 	if that Person is the Company or the Master Servicer, the inability of that
Person to pay its debts within the meaning of s123 of the Insolvency Act 1986 as
amended; or
	 
	 	(i)	 	an encumbrancer takes possession of a substantial part of its assets; or
	 
	 	(j)	 	any meeting is convened by any shareholder, member, participant, organiser or
other person at which any of the preceding actions are approved,




21









 





and in relation to any Person, the term “Insolvency Event” shall also include any similar or
corresponding event under any applicable Insolvency Law.





“Insolvency Law” means any law, rule or regulation relating to bankruptcy, insolvency,
reorganisation, winding up or composition or adjustment of debts.




“Interest” means, for any Tranche during any Interest Period:



	 	 	 	 	 	 	 
	 

	 	 	 	 	D
 

	 
	 	 	AR × PA ×  	 DY	 






	 	 	 	 	 	 	 
	 	 	where:	 	 
	 
	 	 	 	 	 	 
	 

	 	AR
	 	=
	 	the applicable Alternative Rate for such Tranche for such

Interest Period,
	 
	 	 	 	 	 	 
	 

	 	D
	 	=
	 	the actual number of days during such Interest Period
(including the first day but excluding the last day (or in
the case of interest on overdue amounts or during the
continuance of a Termination Event, also including the last
day)),
	 
	 	 	 	 	 	 
	 

	 	PA
	 	=
	 	the principal Euro amount of such Tranche during such
Interest Period, and
	 
	 	 	 	 	 	 
	 

	 	DY
	 	=
	 	a number of days per year equal to 360;







provided that no provision of the Agreement shall require the payment or permit the
collection of Interest in excess of the maximum permitted by applicable Law.




“Interest Hedge Agreement” means the obligations of any Person pursuant to any agreement
with any other Person whereby, directly or indirectly, the first Person is entitled to
receive from time to time periodic payments calculated by applying either a floating or
fixed rate of interest on a stated notional amount in exchange for periodic payments made by
the second Person calculated by applying a fixed or floating rate of interest on the same
notional amount and shall include interest rate swaps, caps, floors, collars and similar
agreements.




“Interest Period” means, with respect to any Tranche at any time, the funding period then in
effect with respect to such Tranche determined in accordance with Clause 2.4 (Determination
of interest and interest periods)of the Liquidity Agreement; provided that:




	 	(a)	 	any Interest period with respect to any Tranche which would otherwise end on a
day which is not a Business Day shall be extended to the next succeeding Business Day;
provided that, if Interest in respect of such Interest period is computed by reference
to EURIBOR and such Interest Period would otherwise end on a day which is not a TARGET
Settlement Day, and there is no subsequent TARGET Settlement Day in the same calendar
month as such day, such Interest Period shall end on the next preceding TARGET
Settlement Day; and




22









 






	 	(b)	 	in the case of any Interest Period for any Tranche which commences before the
Termination Date and would otherwise end on a date occurring after the Termination Date
and the duration of each Interest Period which commences on or after the Termination
Date shall be of such duration as shall be selected by the Agent.






“Inventory” means, with respect to any Person, all goods, merchandise and other personal
property owned or held for sale in the ordinary course of its business, and all raw
materials, work or goods in process, materials and supplies of every nature which contribute
to the finished products of such Person.




“Invoice” means an invoice issued by or on behalf of an Originator to or to the order of a
Person to whom such Originator has agreed to sell Equipment or Parts, demanding payment of
the purchase price of such Equipment or Parts.




“Law” means any law (including common law), constitution, statute, treaty, regulation, rule,
ordinance, order, injunction, writ, decree, judgment or award of any Official Body or any
fiscal, monetary or other authority having jurisdiction over or the ability (either directly
or indirectly) to otherwise control, regulate or bind any Person or its property or assets.




“Lender Permitted Payments” is defined in Clause 7.2 (Lender Permitted Payments) of the
Subordinated Loan Agreement.




“Lender Subordinated Obligations” means all amounts owing from time to time by the Company
to the Subordinated Lender under or pursuant to the Subordinated Loan Agreement.




“Lenders” means the CP Lender and the Liquidity Lenders.




“Liquidity Advance” means, any advance made by the Liquidity Lenders to the Borrower under
the Liquidity Agreement.




“Liquidity Agreement” means the Liquidity Facility Agreement, dated on or about the date
hereof, by and among the Borrower, the Liquidity Lenders and Rabobank, as Agent and
Administrator.




“Liquidity Lenders” means each of the financial institutions identified as such in Schedule
1 (Commitments) to the Liquidity Agreement and each other financial institution that has
become a party to the Liquidity Agreement pursuant to Clause 8.8 (Successors and assigns;
binding effect) thereof, but excluding any such financial institution that is no longer a
party to the Liquidity Agreement as provided therein.




“Loss Horizon” means, with respect to any Purchased Receivable on any Reference Date:




A + B




where:




	 	A	 	is the Average Credit Terms on such Reference Date for the
immediately preceding Calculation Period; and





23









 





	 	B	 	is 60.






“Loss Horizon Cumulative Sales” means, in respect of any purchased Receivable on any
Reference Date, the aggregate face amount of all sales occurring during the immediately
preceding Loss Horizon.




“Loss Horizon Ratio” means, on any Reference Date:




  A  
  B




where:




	 	A	 	is Loss Horizon Cumulative Sales; and
	 
	 	B	 	is the aggregate Outstanding Balances of all Purchased Receivables.






“Majority Lenders” means:




	 	(a)	 	for so long as the Receivables Funding Agreement shall remain in effect and any
Commercial Paper issued to fund Funding Advances remain outstanding, the CP Lender; and
	 
	 	(b)	 	at any other time, the Majority Liquidity Lenders.






“Majority Liquidity Lenders” means, at any time, those Liquidity Lenders holding Commitments
aggregating in excess of 50% of the total Commitments as of such date (or, if the
Commitments shall have been terminated, one or more Liquidity Lenders whose aggregate pro
rata shares of the Net Liquidity Advances exceed 50% of the Net Liquidity Advances).




“Mandatory Costs” means the aggregate costs imputed, in providing funding to any Lender of
compliance with certain requirements of the Bank of England and regulations of the Financial
Services Authority of the United Kingdom and any other applicable regulatory or central bank
reserve requirement.




“Master Servicer” means, initially, AGCO Limited, in its capacity as Master Servicer under
the Servicing Agreement, and any other Person as may from time to time be appointed as
Master Servicer pursuant to Clause 2.1 (Appointment of Master Servicer) of the Servicing
Agreement.




“Master Servicer Report” means a report, an example of which is set out in Exhibit 8 (Master
Servicer Report), mutually agreed to by the Company, the Master Servicer and the Agent from
time to time and furnished, or to be furnished, by the Master Servicer to the Agent and the
Administrator pursuant to Clause 3.2 (Reports) of the Receivables Servicing Agreement.




“Master Servicer Reporting Date” means:




	 	(a)	 	the fifth Business Day of each calendar month; and




24









 






	 	(b)	 	after the occurrence of the Termination Date, the first Business Day after any
request from the Agent or the Administrator.






“Material Adverse Effect” means, at any time, a material adverse effect on:




	 	(b)	 	the financial condition of any of the Company or any AGCO Party;
	 
	 	(c)	 	the ability of the Company or any AGCO Party to perform its material
obligations under any Transaction Document to which it is a party;
	 
	 	(d)	 	the legality, validity or enforceability of the Receivables Funding Agreement,
the Receivables Servicing Agreement, any Receivables Transfer Agreement, the Security
Agreement, the Parent Undertaking Agreement or any other Transaction Document to which
the Company or any AGCO Party is a party;
	 
	 	(e)	 	the Company’s, any Lender’s or any other Secured Party’s interest in any
material portion of the Purchased Receivables, the Related Assets or the Collections
with respect thereto or any other Affected Asset; or
	 
	 	(f)	 	the collectibility in any material respect of the Purchased Receivables (other
than, for the avoidance of doubt, any such adverse effect on such collectibility
occurring as a result of any event which results in such Purchased Receivable becoming
a Defaulted Receivable (assuming the lapse of the time period set forth in paragraph
(a) of the definition of “Defaulted Receivable” in this Master Definitions Schedule) or
any deterioration in the creditworthiness of any Obligor of such Purchased
Receivables).






“Maximum Net Advances” means (a) initially, the Euro amount specified as such in Schedule 1
to the Receivables Funding Agreement under the heading “Facility Limit”, and (b) at any time
following any increase or decrease in the Facility Limit, the Euro amount equal to such
increased or decreased Facility Limit.




“Member State” means each member state of the European Union that has adopted or adopts the
single currency in accordance with the EC Treaty (and “Member States” means all of them).




“Moody’s” means Moody’s Investors Service Inc. and any successor thereto.




“Net Advances” means Net Funding Advances and Net Liquidity Advances.




“Net Funding Advances” at any time means (a) the sum of (i) the aggregate of the principal
amounts of the Funding Advances made by the CP Lender to the Company pursuant to Clauses 2.1
(Advance facility and commitments) and 2.2 (Borrowing procedures) of the Receivables Funding
Agreement, plus (ii) the amount of any funding under a Programme Support Agreement
outstanding at such time, less (b) the aggregate amount received on or prior to such time
and applied by the Agent as payments of the principal amount of Funding Advances pursuant to
Clause 2.3 (Payment of principal and Yield) of the Receivables Funding Agreement; provided
that the Net Funding Advances shall be restored and reinstated to the extent any such
payment of principal is rescinded or must otherwise be returned for any reason.



25









 






“Net Liquidity Advances” at any time means (a) the aggregate of the principal amounts of the
Liquidity Advances made to the Borrower by the Liquidity Lenders pursuant to Clauses 2.1
(Advance facility and Commitments) and 2.2 (Borrowing procedures) of the Liquidity
Agreement, less (b) the aggregate amount received on or prior to such time and applied by
the Agent as payments of the principal amount of Liquidity Advances pursuant to Clause 2.3
(Payment of principal and Interest) of the Liquidity Agreement; provided that the Net
Liquidity Advances shall be restored and reinstated to the extent any such payment of
principal is rescinded or must otherwise be returned for any reason.




“Net Receivables Balance” means, at any time, an amount equal to:




	 	(a)	 	the aggregate Outstanding Balance of all Purchased Receivables at such time;
less
	 
	 	(b)	 	the aggregate Outstanding Balance of all Defaulted Receivables at such time.






“Non-Defaulting Liquidity Lender” is defined in Clause 2.11 (Defaulting Liquidity Lender) of
the Liquidity Agreement.




“Obligor” means, with respect to a Receivable, each Person obliged to make payments to an
Originator in respect of the related Invoice, including any guarantor of such Person or such
Person’s obligation to make such payments.




“Obligor Information Listing” means an obligor information listing, including the
information set out in Exhibit 7 (Obligor Information Listing), mutually agreed to by the
Company, the Master Servicer and the Agent from time to time and made available or to be
made available by the Master Servicer to the Agent pursuant to the Receivables Transfer
Agreements.




“Obligor Notification” means a notification by or on behalf of the Agent to an Obligor of
any Purchased Receivable or any other Person, of the purchase by the Company of such
Receivable and Related Assets, in substantially the form set out in Exhibit 4 (Form of
Obligor Notification).




“Official Body” means any government or political subdivision or any agency, authority,
bureau, central bank, commission, department or instrumentality of any such government or
political subdivision, or any court, tribunal, grand jury or arbitrator, any commercial
register or company register, or any accounting board or authority (whether or not part of
government) which is responsible for the establishment or interpretation of national or
international accounting principles or any recognised stock exchange or listing authority,
in each case whether foreign or domestic.




“Organic Documents” of any Person means its memorandum and articles of association, articles
or certificate of incorporation and by-laws, limited liability agreement, partnership
agreement or other comparable charter or organisational documents as amended from time to
time




“Origination and Servicing Affiliate” is defined in Clause 2.1(b) (Appointment of Master
Servicer) of the Servicing Agreement.



26









 






“Originator” means any of the French Originator, the German Originator or the Spanish
Originator and any other Subsidiary of the Parent that has become an “Originator” in
accordance with the Transaction Documents (together the “Originators") and when used in
connection with any Receivable, means the Person that has sold the Equipment or Parts giving
rise to such Receivable and to whom the Obligor thereof (until notification otherwise) has
the obligation to pay all amounts owing in respect of such Receivable.




“Other SPV” means any Person other than the Company that has entered into a receivables
purchase agreement, loan and security agreement, note purchase agreement, transfer and
administration agreement or any other similar agreement with the CP Lender.




“Outstanding Balance” means, at any time, with respect to any Receivable, the Euro
Equivalent of the outstanding principal balance thereof (including, for the avoidance of
doubt, the amount of any value added tax or similar Tax payable with respect thereto) at
such time.




“Overnight Rate” means the Euro Over Night Index Average as calculated by the European
Central Bank and appearing on the Telerate Service on the page designated 247 or, if no such
rate is available for the relevant period, the arithmetic mean of the rates (rounded upwards
to four decimal places) as supplied to the Agent at its request, quoted by leading banks in
the European interbank market.




“Parent” means AGCO Corporation, a Delaware corporation.




“Parent Undertaking Agreement” means the parent undertaking agreement, dated on or about the
date hereof, among the Parent, the Company and the Agent.




“Participant” means any Person from time to time acquiring a participation in the risk of a
Liquidity Lender’s Commitment or in the rights and benefits of a Liquidity Lender’s
Liquidity Advances, whether on a funded or an unfunded basis.




“Parts” means any replacement part for Equipment or any accessories or ancillary products
not accompanying Equipment.




“Person” means an individual, partnership, corporation (including a business trust),
company, joint stock company, trust, unincorporated association, joint venture or other
entity, or a government or any political subdivision or agency thereof.




“Potential Termination Event” means an event which but for the lapse of time or the giving
of notice, or both, would constitute a Termination Event.




“Powers of Attorney” means any power of attorney given or to be given by any Originator or
the Company pursuant to any Transaction Documents.




“Programme Support Agreement” means and includes any agreement entered into by any Programme
Support Provider providing for the issuance of one or more letters of credit for the account
of the CP Lender, the issuance of one or more surety bonds for which the CP Lender is
obligated to reimburse the applicable Programme Support Provider for any drawings
thereunder, the sale by the CP Lender to any Programme



27









 







Support Provider of the Asset Interest (or portions thereof or participations therein)
and/or the making of loans and/or other extensions of credit to the CP Lender in connection
with the CP Lender’s commercial paper programme, together with any letter of credit, surety
bond or other instrument issued thereunder.




“Programme Support Provider” means Rabobank and any other Person providing liquidity, credit
enhancement, credit insurance or other support to the CP Lender with respect to the
transactions contemplated by the Receivables Funding Agreement and/or the CP Lender’s
issuance of Commercial Paper to fund or maintain the funding of the CP Lender with respect
to such transactions.




“Pro Rata Share” means, with respect to a Liquidity Lender, the Commitment of such Liquidity
Lender, divided by the sum of the Commitments of all Liquidity Lenders (or, if such
Commitments shall have been terminated, its pro rata share of the Net Liquidity Advances).




“Purchase Date” means (a) the Closing Date or any other date as agreed between the parties
to the relevant Receivables Transfer Agreement instead of the Closing Date, and (b) any
Settlement Date, on which a purchase of Receivables is made or purported to be made under a
Receivables Transfer Agreement.




“Purchase Price” means:




	 	(a)	 	in relation to any Purchased Receivable, other than a French Receivable, the
Outstanding Balance of such Receivable on the Purchase Date on which such Receivable is
sold or purported to be sold to the Company pursuant to the relevant Receivables
Transfer Agreement, times the Discount Percentage in effect on such Purchase Date; and
	 
	 	(b)	 	in relation to any French Receivable, the Subrogation Price.






“Purchased Receivable” means any Receivable sold and transferred or purported to be sold and
transferred by any Originator to the Company under any Receivables Transfer Agreement and in
respect of which the Purchase Price therefor has been paid by or on behalf of the Company to
such Originator pursuant to the relevant Receivables Transfer Agreement; except that:




	 	(a)	 	when used in the French Receivables Transfer Agreement, each Receivable sold
and transferred or purported to be sold and transferred by the relevant French
Originator to the Company under such Receivables Transfer Agreement and in respect of
which the Subrogation Price therefor has been paid by or on behalf of the Company to
such French Originator pursuant to such Receivables Transfer Agreement; and
	 
	 	(b)	 	when used in any other Receivables Transfer Agreement, each Receivable sold and
transferred or purported to be sold and transferred by the relevant Originator to the
Company under such Receivables Transfer Agreement and in respect of which the Purchase
Price therefor has been paid by or on behalf of the Company to the relevant Originator
pursuant to such Receivables Transfer Agreement.




28









 












“Rabobank” means Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank
International), London Branch, and each of its successors and assigns.




“Rate Period” means, with respect to any Tranche at any time, the funding period then in
effect with respect to such Tranche determined in accordance with Clause 2.4 (Determination
of Yield and Rate Periods) of the Receivables Funding Agreement; provided that:




	 	(a)	 	any Rate Period with respect to any Tranche which would otherwise end on a day
which is not a Business Day shall be extended to the next succeeding Business Day;
provided that, if Yield in respect of such Rate Period is computed by reference to
EURIBOR and such Rate Period would otherwise end on a day which is not a Business Day,
and there is no subsequent Business Day in the same calendar month as such day, such
Rate Period shall end on the next preceding Business Day; and
	 
	 	(b)	 	in the case of any Rate Period for any Tranche which commences before the
Termination Date and would otherwise end on a date occurring after the Termination
Date, such Rate Period shall end on the Termination Date and the duration of each Rate
Period which commences on or after the Termination Date shall be of such duration as
shall be selected by the Agent.






“Rating Agencies” means S&P and Moody’s.




“Rating Confirmation” means, in relation to any event, circumstance, action or omission
confirmation in writing from any rating agency which is rating the commercial paper notes of
the CP Lender at the request of the CP Lender and the Agent, that such event, circumstance,
action or omission will not affect the then current rating attributed to such commercial
paper notes by such rating agency.




“Receivable” means the financial indebtedness and other obligations owed (at the time
arising) to an Originator, whether constituting a receivable, bill of exchange, instrument
or general claim, arising in connection with the sale of Equipment or Parts by such
Originator, and includes the obligation to pay any Finance Charges with respect thereto and
any amount of value added tax or similar Tax payable with respect thereto. Indebtedness and
other rights and obligations arising from any one transaction, including financial
indebtedness and other rights and obligations represented by an individual invoice, shall
constitute a Receivable separate from a Receivable consisting of the financial indebtedness
and other rights and obligations arising from any other transaction. Each reference to a
“Receivable” in, or in connection with:




	 	(a)	 	the grant of any security interest in or in relation to a “Receivable” under
the Security Agreement or any other Security Document is a reference to any Receivable
originated by an Originator and which has been sold to the Company;
	 
	 	(b)	 	any reference to a “Receivable” under:






	 	(i)	 	the German Receivables Transfer Agreement, is a reference to a
Receivable originated by the German Originator;




29









 






	 	(ii)	 	the French Receivables Transfer Agreement, is a reference to a
Receivable originated by the French Originator;
	 
	 	(iii)	 	the Spanish Receivables Transfer Agreement, is a reference to
a Receivable originated by the Spanish Originator; and
	 
	 	(iv)	 	any other Receivables Transfer Agreement, is a reference to a
Receivable originated by the Originator that is a party to such Receivables
Transfer Agreement.






“Receivables Funding Agreement” means the Receivables Funding Agreement dated on or about
the date hereof, among the Company, the CP Lender and the Agent.




“Receivables Pool” means, as the context requires, any of the Total Receivables Pool, the
German Receivables Pool, the French Receivables Pool or the Spanish Receivables Pool. A
Receivables Pool shall be “related” to a Receivables Transfer Agreement, and vice versa, if
such Receivables Transfer Agreement provides for the sale by any Originator and the purchase
by the Company of Receivables of such Receivables Pool.




“Receivables Servicing Agreement” means the Receivables Servicing Agreement, dated as of the
date hereof among the Company, the Servicer and the Agent.




“Receivables Transfer Agreement” means any of the German Receivables Transfer Agreement,
French Receivables Transfer Agreement, Spanish Receivables Transfer Agreement or, as the
case may be, any receivables transfer agreement between, inter alios, the Company and an
Originator, in a form satisfactory to the Agent.




“Recorded Dilution” means, in relation to any Purchased Receivable, the amount of any
reduction in the Outstanding Balance of such Purchased Receivable recorded in the books of
the relevant Originator against such Purchased Receivable, in accordance with the Credit and
Collection Policy as a result of any Dilution.




“Records” means, with respect to any Receivable, all Contracts and other documents, books,
records and other information (including, without limitation, computer programs, tapes,
disks, punch cards, data processing software and related property and rights) relating to
such Receivable and any Related Assets therefor and the related Obligor.




“Reference Bank” means Rabobank.




“Reference Date” means the last day of any Reporting Period.




“Related Assets” means, with respect to any Receivable:




	 	(a)	 	all Adverse Claims and property securing or attaching to such Receivable from
time to time, if any, purporting to secure payment of such Receivable or otherwise,
together with any and all security agreements describing any collateral securing such
Receivable, to the extent transferable in accordance with their terms and under
applicable law without the consent of any party other than the relevant Originator;




30









 






	 	(b)	 	all deposits, guarantees, letters of credit, indemnities, warranties and other
agreements or arrangements of whatever character from time to time supporting or
securing payment of such Receivable whether pursuant to the Contract for such
Receivable or otherwise, to the extent transferable in accordance with their terms and
under applicable law without the consent of any party other than the relevant
Originator;
	 
	 	(c)	 	all Records related to such Receivable;
	 
	 	(d)	 	all of the Company’s rights against the Originator of such Receivable under the
Receivables Transfer Agreement to which such Originator is a party including, without
limitation, all of the Company’s rights with respect to any representations and
warranties made, and covenants and indemnities given, in favour of the Company with
respect to such Receivable under such Receivables Transfer Agreement; and
	 
	 	(e)	 	all Collections and all other proceeds, however arising, of the sale, resale,
redemption, realisation or other disposal, or enforcement of, or dealing with, or
judgment relating to, any of the forgoing, any debts represented thereby and all rights
of action against any Person in connection therewith,






and including, for the avoidance of doubt, any interest of the Originator of such Receivable
in the Equipment or Parts the sale of which gave rise to such Receivable and any retention
of title rights of the Originator of such Receivable with respect thereto.




“Related Commercial Paper” means, at any time of determination, Commercial Paper the
proceeds of which are then allocated by the Administrator as the source of funding the
acquisition or maintenance of the Asset Interest.




“Relevant Sales-Defaults” means, on any Reference Date, the Outstanding Balance of any
Purchased Receivable purchased during the Relevant Sales-Defaults Period.




“Relevant Sales-Defaults Period” means, on any Reference Date, the period of 30 consecutive
days ending with the day which is X days prior to such Reference Date in each case, where X
is equal to the Default Receivable Maturity.




“Reporting Date” means:




	 	(a)	 	the third Business Day of each calendar month; and
	 
	 	(b)	 	after the occurrence of the Termination Date, the first Business Day after any
request from the Agent or the Administrator.






“Reporting Period” means the calendar month ending immediately prior to the relevant
Reporting Date.




“Required Downgrade Assignment Period” is defined in Clause 2.9(a)(ii) (Downgrade of
Liquidity Lender) of the Liquidity Agreement.




“Required Capital Percentage” means, for any Reporting Period, if the Parent has a long-term
unsecured debt rating of:



31









 






	 	(a)	 	“Ba3” or higher (Moody’s) and “BB-” or higher (S&P), 7.5%;
	 
	 	(b)	 	“B1” or higher (Moody’s) and “B+” or higher (S&P), 9.5%;
	 
	 	(c)	 	“B2” or higher (Moody’s) and “B” or higher (S&P), 14.4%; or
	 
	 	(d)	 	if not “B2” or higher (Moody’s) and “B” or higher (S&P) or any such rating has
been withdrawn, 20.6%.






For the avoidance of doubt, in the event that more than one of the ratings set out in
clauses (a) to (d) of this definition apply, the Required Capital Percentage shall be the
percentage relating to the lowest applicable rating.




“Required Reserve Percentage” means, for any Reporting Period, if the Parent has a long-term
unsecured debt rating of:




	 	(a)	 	“Ba3” or higher (Moody’s) and “BB-” or higher (S&P), the Required Reserve
Percentage Amount;
	 
	 	(b)	 	“B1” (Moody’s) and “B+” (S&P), the higher of (i) the Required Reserve
Percentage Amount; and (ii) 10.5%;
	 
	 	(c)	 	“B2” (Moody’s) and “B” (S&P), the higher of (i) the Required Reserve Percentage
Amount; and (ii) 23%; and
	 
	 	(d)	 	“B3” or lower (Moody’s) and “B-” or lower (S&P) or any such rating has been
withdrawn, the higher of (i) the Required Reserve Percentage Amount; and (ii) 33%.






“Required Reserve Percentage Amount” means, for any Reporting Period, the greater of:




	 	(a)	 	the Default Reserve Percentage; and
	 
	 	(b)	 	the sum of the Concentration Limit Percentages applicable to the Obligors owing
the five largest Aggregate Obligor Balances.






“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies
Inc., and any successor thereto.




“Schedule of Definitions” means this Master Schedule of Definitions, Interpretations and
Construction, executed and delivered by the parties hereto.




“Secured Obligations” means all obligations from time to time of the Company to the Lenders,
the Agent and the other Secured Parties under the Security Agreement and under the other
Transaction Documents, of whatever nature and whenever arising.




“Secured Parties” means the Lenders, the Agent, the Administrator and the other Indemnified
Parties.




“Security Agreement” means the Deed of Charge and Assignment dated on or about the date
hereof, between the Company and the Agent.



32









 






“Security Assets” means the Affected Assets and any other assets which are subject from time
to time to a lien, security interest, charge or encumbrance created pursuant to any of the
Security Documents.




“Security Documents” means the Security Agreement and each other security agreement, deed of
charge or other agreement executed or delivered from time to time by the Company pursuant to
the Security Agreement.




“Senior Obligations” means all Aggregate Unpaids which may now or hereafter be owing by the
Company to the Agent, the Administrator, the other Secured Parties or the Indemnified
parties under the Receivables Funding Agreement and the other Transaction Documents.




“Servicing Fee” means any fee from time to time agreed between the Master Servicer and the
Agent, payable to the Master Servicer in respect of its obligations as Master Servicer under
the Receivables Servicing Agreement and subject to the priority of payments set forth in
Clause 4.1 (Allocation and distribution of Collections) of the Receivables Servicing
Agreement.




“Settlement Date” means (a) the Closing Date, (b) prior to a Potential Termination Event or
a Termination Event, the twelfth calendar day of each month or in the event that this day
does not fall on a Business Day then the next following Business Day or (c) for any Tranche
on or after the occurrence of a Potential Termination Event or a Termination Event, each day
selected from time to time by the Agent (it being understood that the agent may select
Settlement Dates to occur as frequently as daily) or, in the absence of any such selection,
the date which would be the Settlement Date for such Tranche pursuant to clause (b) of this
definition.




“Spanish Draft Instrument” means any negotiable instrument in the form of a bill of exchange
(letra de cambio), a promissory note (pagare) or a cheque (cheque); provided that (a) any
such instrument has been issued pursuant to Spanish Law 19/1985 dated July 16 (Ley 19/1985,
de 16 de julio, Cambiaria y del Cheque), as amended from time to time, and complies with all
formalities under such Law, (b) all Taxes payable as a result of the issuance and
negotiation of such instrument have been duly and timely paid, and (c) such instrument is
fully enforceable against the relevant Obligor, freely transferable and free from any
Adverse Claims or other rights of any third party.




“Spanish Eligibility Criteria” means, at any time, with respect to a Receivable:




	 	(a)	 	the Originator thereof is a Spanish Originator;
	 
	 	(b)	 	the Obligor thereof is (i) not an individual, (ii) is domiciled in Spain, (iii)
has accepted the sale of Equipment or Parts, which is the subject of the Contract that
has given rise to such Receivable, in Spain and (iv) not an Official Body;
	 
	 	(c)	 	such Receivable is denominated in Euro and is payable only in Spain;
	 
	 	(d)	 	such Receivable and all Related Assets are freely transferable by way of
assignment by the relevant Spanish Originator and its successors in title (including
the Company and the Agent (on behalf of the Secured Parties)),




33









 






	 	 	 	without requiring the consent of any Person, including any Obligor, and such Spanish
Originator (immediately prior to any sale thereof to the Company pursuant to the
relevant Spanish Receivables Transfer Agreement) and the Company (immediately prior
to the grant of a security interest in respect thereof to the Agent pursuant to the
Security Agreement) has exclusive title thereto, and is the sole legal owner
thereof, free and clear of any Adverse Claim, except as may be created by any of the
Transaction Documents;
	 
	 	(e)	 	in the event that the Receivable is represented by a negotiable instrument in
the form of a bill of exchange, a promissory note, a cheque, or the Spanish equivalent
thereof (and not merely evidenced by an invoice), such negotiable instrument is a
Spanish Draft Instrument;
	 
	 	(f)	 	the sale and assignment of such Receivable by the relevant Spanish Originator
under a Spanish Receivables Transfer Agreement and the relevant Assignment Deed and the
payment by the Company of the Purchase Price in relation to such Receivable (and the
endorsement provided in Clause 5.2 of the relevant Spanish Receivables Transfer
Agreement, if applicable) shall be effective, as against such Spanish Originator and
the Obligor thereof to transfer to the Company all the Spanish Originator’s present and
future right and title to and interest in such Receivable and the Related Assets, free
and clear of any Adverse Claim, except as created by any of the Transaction Documents
and no further action need be taken in order to transfer to the Company such right,
title and interest, it being understood that, until notice of the sale of such
Receivable has been given to such Obligor, such sale shall not be effective as against
such Obligor and, in particular, such Obligor is entitled to discharge its payment
obligation in respect of such Receivable to such Spanish Originator;
	 
	 	(g)	 	the sale by the relevant Spanish Originator to the Company and the grant by the
Company of a security interest in respect of such Spanish Receivable to the Agent under
the relevant Receivables Transfer Agreement and the Security Agreement respectively, is
not at the relevant time voidable or liable to be set aside in any way by any Person
and, in each case, by any liquidator, receiver, administrator, administrative receiver,
custodian, trustee in bankruptcy, examiner or other similar official appointed with
respect to, or by any creditor of, the relevant Spanish Originator or the relevant
Obligor of such Spanish Receivable under any law, rule or regulation in effect in any
Approved Country or any political subdivision thereof or a jurisdiction therein,
whether related to bankruptcy, insolvency, reorganisation, creditors’ rights or
otherwise; and
	 
	 	(h)	 	such Receivable arises under a Contract governed by Spanish law.






“Spanish Eligible Receivable” means, at any time, a Receivable with respect to which the
Common Eligibility Criteria and all the Spanish Eligibility Criteria are satisfied at such
time.




“Spanish Originator” means AGCO Iberia.



34









 






“Spanish Receivable” means a Receivable originated by the Spanish Originator and which,
prior to the sale thereof to the Company under the Spanish Receivables Transfer Agreement,
was owned or purportedly owned, by the Spanish Originator.




“Spanish Receivables Pool” means, at any time, all of the Spanish Receivables purchased or
purported to be purchased at such time by the Company from the Spanish Originator pursuant
to the Spanish Receivables Transfer Agreement.




“Spanish Receivables Transfer Agreement” means the receivables transfer agreement dated on
or about the date hereof between, inter alios, the Company and AGCO Iberia.




“Spot Contract” means a spot currency exchange contract entered into between the CP Lender
and the relevant Hedge Counterparty pursuant to which the CP Lender will deliver a fixed
amount of funds in one currency and receive from the relevant Hedge Counterparty a fixed
amount of funds in another currency.




“Subordinated Lender” means AGCO Services Limited, a company organised and existing under
the laws of England and Wales, as lender under the Subordinated Loan Agreement.




“Subordinated Loan” is defined in Clause 2.2 (Borrowing Request) of the Subordinated Loan
Agreement.




“Subordinated Loan Agreement” means the Subordinated Loan Agreement, dated on or about the
date hereof, by and among the Company, the Subordinated Lender, the Agent and the Servicer.




“Subordinated Loan Borrowing Request” is defined in Clause 2.2 (Borrowing Request) of the
Subordinated Loan Agreement.




“Subordinated Loan Event of Default” is defined in Clause 6.1 (Subordinated Loan Events of
Default) of the Subordinated Loan Agreement.




“Subrogation” means in relation to the sale of any Receivable under the French Receivables
Transfer Agreement, the subrogation, or purported subrogation, of the Company to all the
rights and claims of the relevant French Originator with respect to such Receivable and any
Related Assets pursuant to Article 1250-1° of the French Civil Code, as contemplated by
Clause 2.1 of such French Receivables Transfer Agreement and the terms “Subrogate” and
“Subrogated” shall be construed accordingly.




“Subrogation Certificate” means a quittance subrogative substantially in the form of Exhibit
2 (Form of Subrogation Certificate).




“Subrogation Fee” means the fee to be paid by AGCO France to the Company on each Settlement
Date pursuant to the French Receivables Transfer Agreement, which shall be agreed by the
Company, the Agent and the French Originator from time to time; provided that such fee may
differ between each individual Purchased Receivable.



35









 






“Subrogation Price” means, in relation to any Purchased Receivable which is a French
Receivable, the Outstanding Balance of such Receivable on the Purchase Date on which such
Receivable is sold or purported to be sold to the Company pursuant to the relevant French
Receivables Transfer Agreement.




“Sub-Servicer” means any Origination and Servicing Affiliate of AGCO Limited or any other
Person, in each case, appointed as sub-servicer pursuant to Clause 2.2 (Appointment of
Sub-Servicer) of the Servicing Agreement.




“Subsidiary” of any Person means any body corporate of which (or in which) fifty percent
(50%) or more of (a) the issued and outstanding equity securities (or the equivalent
thereof) having ordinary voting power to elect a majority of the board of directors of such
body corporate (irrespective of whether at the time the equity securities (or the equivalent
thereof) of any other class or classes of such body corporate shall or might have voting
power upon the occurrence of any contingency), (b) the interest in the capital or profits of
such body corporate or (c) the beneficial interest in such body corporate, is at the time
directly or indirectly owned or controlled by such Person, by such Person and one or more of
its other Subsidiaries or by one or more of such Person’s other Subsidiaries.




“TARGET Settlement Day” means any day on which TARGET (the Trans-European Automated
Real-Time Gross settlement Express Transfer System) is open.




“Tax” or “Taxes” means any tax, sales tax, value added tax, levy, duty or other charge or
withholding of a similar nature (including any penalty, interest or surcharge payable in
connection with any failure to pay or any delay in paying any of the same);




“Termination Date” means the earliest of:




	 	(a)	 	the fifth anniversary of the Closing Date;
	 
	 	(b)	 	the day which is five Business Days prior to the Commitment Termination Date;
	 
	 	(c)	 	the date on which the Termination Date is declared to have occurred or
automatically occurs pursuant to Clause 6 (Termination Events) of the Receivables
Funding Agreement or Clause 6 (Termination Events) of the Liquidity Agreement, as the
case may be; and
	 
	 	(d)	 	the day on which the Agent shall have declared the Termination Date to have
occurred by written notice thereof to the Company and the Master Servicer if the
Commercial Paper issued by the CP Lender shall cease to be rated at least “A-1” by S&P
and at least “P1” by Moody’s (to the extent that the relevant rating agency has issued
a credit rating with respect thereto).






“Termination Event” means each of the events listed in Clause 6.1 (Termination Events) of
the Receivables Funding Agreement or Clause 6.1 (Termination Events) of the Liquidity
Agreement, as applicable.



36









 






“Threshold Amount” means (a) in relation to the Company, €10,000, and (b) in the case of any
AGCO Party or any Subsidiary thereof, €20,000,000, or, in each case, the equivalent in any
other currency or currencies.




“Total Receivables Pool” means all the Purchased Receivables.




“Trade Receivables” means right to payment for goods sold or leased or for services
rendered, whether or not it has been earned by performance.




“Tranche” is defined in Clause 2.4(a) (Determination of Yield and Rate Periods) of the
Receivables Funding Agreement and in Clause 2.4(a) (Determination of Interest and Interest
Periods) of the Liquidity Agreement, as the case may be.




“Transaction Costs” is defined in Clause 7.4 (Other Costs and Expenses) of the Receivables
Funding Agreement and in Clause 7.4 (Other Costs and Expenses) of the Liquidity Agreement,
as the case may be.




“Transaction Documents” means, collectively, the Receivables Funding Agreement, the
Liquidity Agreement, the Receivables Servicing Agreement, the Subordinated Loan Agreement,
the Parent Undertaking Agreement, the Security Agreement, any and all other Security
Documents, any and all Receivables Transfer Agreements, this Schedule of Definitions, each
Account Mandate Letter, each Account Receivables Listing, each Subrogation Certificate, each
Power of Attorney, each agreement pursuant to which any Subsidiary of the Parent has become
an Originator, the Fee Letter and all other instruments, documents and agreements executed
and delivered by any Originator, the Company, the Master Servicer, the Parent, the
Subordinated Lender, any other AGCO Party or the CP Lender or any of their respective
Affiliates in connection herewith or therewith, and all other instruments, documents and
agreements executed and delivered by any such Person in connection herewith or therewith.




“Unpaid Liquidity Advance” is defined in Clause 2.11 (Defaulting Liquidity Risk) of the
Liquidity Agreement.




“U.S.” or “US” or “United States” means the United States of America.




“Written-Off Receivable” shall mean a Purchased Receivable:




	 	(a)	 	with respect to the relevant Obligor, such Obligor has been adjudicated
bankrupt or insolvent with respect to its debts, or is subject to proceedings relating
to liquidation, winding up, reorganisation (other than a solvent reorganisation),
arrangement, adjustment, protection, relief or composition of it or its debts, or is
subject to entry of an order for relief or the appointment of a receiver,
administrator, administrative receiver, custodian, trustee in bankruptcy, examiner or
other similar official of it or a substantial part of its assets;
	 
	 	(b)	 	as to which a Rating Agency (including Fitch Ratings Ltd) has downgraded the
relevant Obligor to “default”; or




37









 






	 	(c)	 	as to which any payment due to be made by the Obligor thereof, or any part of
such payment, remains unpaid for [240] days or more from the schedued due date for
payment.






“Yield” means, at any time:




	 	(a)	 	for any Tranche during any Rate Period to the extent the CP Lender funds such
Tranche through the issuance of Commercial Paper:





	 	 	 	 	 	 	 
	 	 	CPR × PA ×  	  D	 
	 

	 	 	 	 	
360

	 







	 	 	 	where:
	 
	 	 	 	the terms “CPR”, “PA” and “D” have the meanings provided in clause (b); and
	 
	 	(b)	 	for any Tranche during any Rate Period to the extent such Tranche is funded by
the CP Lender by drawing under any Programme Support Agreement or otherwise other than
through the issuance of Commercial Paper:





	 	 	 	 	 	 	 
	 

	 	 	 	 	D
 

	 
	 	 	AR × PA ×  	 DY	 






	 	 	 	 	 	 	 
	 	 	          where:
	 
	 	 	 	 	 	 
	 

	 	AR
	 	=
	 	the Alternative Rate for such Tranche for such Rate Period,
	 
	 	 	 	 	 	 
	 

	 	CPR
	 	=
	 	the CP Rate for such Tranche for such Rate Period,
	 
	 	 	 	 	 	 
	 

	 	D
	 	=
	 	the actual number of days during such Rate Period (including the first day
but excluding the last day (or in the case of interest on overdue amounts or during the
continuance of a Termination Event, also including the last day)),
	 
	 	 	 	 	 	 
	 

	 	PA
	 	=
	 	the principal Euro amount of such Tranche during such Rate Period, and
	 
	 	 	 	 	 	 
	 

	 	DY
	 	=
	 	number of days per year equal to 360;





provided that no provision of the Receivables Funding Agreement shall require the payment or
permit the collection of Yield in excess of the maximum permitted by applicable Law; and
provided, further, that at all times after the declaration or automatic occurrence of the
Termination Date pursuant to Clause 6.2 (Remedies) of the Receivables Funding Agreement,
Yield for all Tranches shall be determined as provided in clause (b).





38









 






	2.	 	INTERPRETATION






	 	(a)	 	Except where otherwise stated or the context otherwise requires, in each
Transaction Document and each certificate or other document delivered pursuant thereto
or otherwise in connection therewith:






	 	(i)	 	a reference to the “sale”, the “purchase” or the “transfer” of
a Receivable (and derogations of such phrases) shall be deemed to include the
sale, purchase or transfer of such Receivable either by way of Subrogation,
endorsement, sale and transfer or assignment, as applicable;
	 
	 	(ii)	 	all accounting terms not specifically defined shall be
construed in accordance with GAAP in the United States consistently applied and
all financial computations shall be computed, unless specifically provided
otherwise herein, in accordance therewith;
	 
	 	(iii)	 	references to time of day shall, except where indicated to the
contrary, be references to the local time in London, England;
	 
	 	(iv)	 	in the computation of periods of time from a specified date to
a later specified date, except where indicated to the contrary, the word “from”
means “from and including” and the words “to” and “until” each means “to but
excluding”;
	 
	 	(v)	 	periods of days shall be counted in calendar days unless
Business Days are expressly prescribed;
	 
	 	(vi)	 	unless otherwise specified and unless the context requires a
different meaning, words denoting the singular number only shall include the
plural number also and vice versa, and words denoting one gender only shall
include the other genders;
	 
	 	(vii)	 	references to Articles, Clauses, Schedules and Exhibits are
references to, respectively, articles, clauses, schedules and exhibits of the
document in which they appear, unless otherwise specified;
	 
	 	(viii)	 	a reference to a Person includes that Person’s permitted successors and
assigns;
	 
	 	(ix)	 	headings are for convenience of reference only and shall not
affect the construction or interpretation of any part of the document in which
they appear;
	 
	 	(x)	 	a reference to any agreement or document means that agreement
or document, as amended, supplemented, restated or otherwise modified from time
to time;
	 
	 	(xi)	 	a reference to a law, regulation or legislation of any
jurisdiction means such law, regulation or legislation as amended, restated or
otherwise modified from time to time;




39









 






	 	(xii)	 	the term “including” means “including without limitation”.
	 
	 	(xiii)	 	references to any Person’s Organic Documents refer to such Organic Documents
as in effect on the date hereof;
	 
	 	(xiv)	 	where there are more than one CP Lenders at any time,
references to the “consent of the CP Lender” shall be construed so that such
consent shall be deemed to be given if more than 50% of the CP Lenders
(measured by size of participation) are in favour of giving such consent; and
	 
	 	(xv)	 	where the Receivables Funding Agreement refers to “Agent’s
consent,” such reference shall be construed as either the CP Lender’s consent
or the Agent’s (acting on behalf of the CP Lender).






	 	(b)	 	Notwithstanding any provision to the contrary in the Transaction Documents, any
definition set out in this Schedule of Definitions relating to a Receivable shall be
governed by the law of such Receivable.






	3.	 	CALCULATIONS
	 
	 	 	For the purpose of making any calculation in respect of any Receivables Pool based upon any
of the definitions set forth in this Schedule of Definitions, where the applicable
calculation requires the availability of historical data in respect of such Receivables Pool
but the Agent has insufficient historical data with which to make such calculation, the
Agent shall make such calculation based upon such historical data as has actually been made
available to the Agent and, where applicable, certain derived data provided by the Master
Servicer to the Agent.
	 
	4.	 	COMMUNICATIONS
	 
	4.1	 	Written notice
	 
	 	 	Unless stipulated otherwise in the relevant Transaction Document, any notice or
communication to be given pursuant to any of the Transaction Documents by any of the parties
thereto shall be sufficiently served if in writing and signed by or on behalf of the party
giving it, delivered by hand or sent by ordinary first class post, facsimile transmission or
electronic mail to the addresses, relevant addressees, facsimile numbers or electronic mail
addresses outlined in Clause 4.4 (Addresses), unless such address, relevant addressee or
facsimile number of any of the parties has changed and such party has notified the other
parties in writing of this change in accordance with the provisions of this Clause 4.1.
	 
	4.2	 	Service
	 
	 	 	Any such notice or communication, if given as provided in Clause 4.1 (Written notice), shall
be deemed to have been sufficiently served on the party to which it is addressed:






	 	(a)	 	if delivered by hand on the day of delivery (and where the delivery occurs
before 17.00 hours on the day of delivery) and in any other case on the Business Day
next following the day of delivery;




40









 






	 	(b)	 	if sent by ordinary first class post, on the second day following the day of
posting unless such day is not a Business Day in which case it shall be deemed to have
been served on the next following Business Day; and
	 
	 	(c)	 	in the case of a facsimile transmission, where such day is a Business Day
(where such transmission occurs before 17.00 hours on the day of transmission), on the
day of transmission, and in any other case, on the Business Day following the day of
transmission provided that the person sending the facsimile shall have received a
transmission receipt confirming a successful transmission thereof.






	 	 	References to time in this Clause are to local time in the country of the addressee.
	 
	 	 	All notices shall be copied to the Administrator and the Agent.
	 
	4.3	 	Change in details
	 
	 	 	A party may notify any of the other parties to any of the Transaction Documents of a change
to its name, address, relevant addressee, or facsimile number for the purposes of this
Clause 4, provided that such notice shall only be effective on:






	 	(a)	 	the date specified in the notice as the date on which the change is to take
place; or
	 
	 	(b)	 	if no date is specified or the date specified is less than five Business Days
after the date on which notice is given, the date following five Business Days after
notice of any change is deemed given under Clause 4.2 (Service).






	4.4	 	Addresses
	 
	 	 	The addressees, relevant addressee and facsimile numbers of the parties for the purpose of
Clause 4.1 (Written notice) are as follows:





	 	 	 	 	 
	AGCO GMBH

	 	Address:
	 	Johann-Georg-Fendt-Strasse 4,

97616

Marktoberdorf

Germany
	 
	 	 	 	 
	 

	 	Fax:
	 	+49 (0)8342 77 220
	 
	 	 	 	 
	 

	 	For the attention of:
	 	Michael Gschwender
	 
	 	 	 	 
	 

	 	E-Mail:
	 	Michael.Gschwender@xfendt.do
	 
	 	 	 	 
	AGCO S.A.

	 	Address:
	 	41 Avenue

Blaise Pascal

B.P. 60307

6026 Beauvais

Cedex France






41









 





	 	 	 	 	 
	 

	 	Fax:
	 	+33 (0)3 44 48 48 43
	 
	 	 	 	 
	 

	 	For the attention of:
	 	Colin Hefford
	 
	 	 	 	 
	 

	 	E-Mail:
	 	ColinHefford@uk.agcocorp.com
	 
	 	 	 	 
	AGCO IBERIA S.A.

	 	Address:
	 	Avenida Via De Las Dos
Castillas,

31, Atica 7 — Edificio 5 O
Bajo 
28224 Pozuelo De
Alarcon
 Madrid Spain
	 
	 	 	 	 
	 

	 	Fax:
	 	+ 91 352 40 13
	 
	 	 	 	 
	 

	 	For the attention of:
	 	Colin Hefford
	 
	 	 	 	 
	 

	 	E-Mail:
	 	ColinHefford@uk.agcocorp.com
	 
	 	 	 	 
	AGCO RECEIVABLES 

LIMITED

	 	Address:
	 	Abbey Park Stoneleigh

Stareton

Kenilworth

Warwickshire CV8 2TQ
	 
	 	 	 	 
	 

	 	Fax:
	 	+44 (0)24 76852460
	 
	 	 	 	 
	 

	 	For the attention of:
	 	TBA
	 
	 	 	 	 
	 

	 	E-Mail:
	 	TBA
	 
	 	 	 	 
	AGCO SERVICES 

LIMITED

	 	Address:
	 	Abbey Park Stoneleigh

Stareton

Kenilworth

Warwickshire CV8 2TQ
	 
	 	 	 	 
	 

	 	Fax:
	 	+44 (0)24 76852460
	 
	 	 	 	 
	 

	 	For the attention of:
	 	Colin Hefford
	 
	 	 	 	 
	 

	 	E-Mail:
	 	Colin.Hefford@agcocorp.com
	 
	 	 	 	 
	AGCO LIMITED

	 	Address:
	 	Abbey Park Stoneleigh

Stareton

Kenilworth

Warwickshire CV8 2TQ
	 
	 	 	 	 
	 

	 	Fax:
	 	+44 (0)24 76852460






42









 






	 	 	 	 	 
	 

	 	For the attention of:
	 	Colin Hefford
	 
	 	 	 	 
	 

	 	E-Mail:
	 	Colin.Hefford@uk.agcocorp.com
	 
	 	 	 	 
	COÖPERATIEVE
CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A. trading
as RABOBANK
INTERNATIONAL,
LONDON BRANCH

	 	Address:
	 	Thames Court

One Queenhithe

London EC4V 3RL

England
	 
	 	 	 	 
	 

	 	Fax:
	 	020 78093549
	 
	 	 	 	 
	 

	 	For the attention of:
	 	Securitisation
	 
	 	 	 	 
	 

	 	E-Mail:
	 	Fm.uk.london.abs@rabobank.com
	 
	 	 	 	 
	ERASMUS CAPITAL 

CORPORATION

	 	Address:
	 	Erasmus Capital Corporation

c/o Global Securitisation

Services LLC

445 Broad Hollow Road, Suite

239

Melville, New York 11747
	 
	 	 	 	 
	 

	 	Fax:
	 	212 302 8768
	 
	 	 	 	 
	 

	 	For the attention of:
	 	Erasmus
	 
	 	 	 	 
	 

	 	E-Mail:
	 	erasmus@gssnyc.com






EXECUTION



The parties hereto have shown their acceptance of the terms of this Agreement by executing
it after the Schedules.




43









 








SCHEDULE 1



PAYMENT INFORMATION




	 	 	 
	Party	 	Euro Bank account for Securitisation
	AGCO Services Limited

	 	HSBC Bank plc,

London

IBAN: GB76MIDL40051557113281
	 
	 	 
	AGCO Iberia

	 	BBVA Madrid

IBAN: ES15 182 5437 6500 1007 4487
	 
	 	 
	AGCO France

	 	HSBC France

30056 00148 01482182095 59
	 
	 	 
	AGCO GmbH

	 	Dresdner Bank AG,

Ausburg,

IBAN: DE34 7208 0001 0100 2090 00
	 
	 	 
	AGCO Receivables Limited

	 	TBA
	 
	 	 
	ERASMUS Capital Corporation

	 	Erasmus Client E

0012154401






44









 






SCHEDULE 2



ACCOUNTS




AGCO France Accounts




	 	 	 	 	 	 	 	 	 
	Company	 	Bank	 	Account	 	Sort Code	 	Swift Code
	AGCO SA

	 	HSBC France, 75419

Paris Cedex, Paris,

France
	 	30056 00148

01482182095 59
	 	30056 00148
	 	CCFRFRPP
	 
	 	 	 	 	 	 	 	 
	AGCO SA

	 	Natexis, Sectuer

Orly-Paris Sud,

36709 75427 Paris

Cedex 09
	 	30007 99999

04023252000 79
	 	30007 99999
	 	BFCEFRPP
	 
	 	 	 	 	 	 	 	 
	AGCO SA

	 	CIC, UB Seige, 57

rue de la Victoire,

75009 Paris, France
	 	30066 10972

00010148101 17
	 	30066 10972
	 	CICOFRPP






AGCO Germany Accounts




	 	 	 	 	 	 	 	 	 
	Company	 	Bank	 	Account	 	Sort Code	 	Swift Code
	AGCO GmbH

	 	Bayerische Hypo-
und
Vereinsbank AG, 

Königstr. 17,

Postfach 1280,

87435 Kempten,

Germany
	 	0428 2100215
	 	734 200 71 DE62 7342
	 	HYVEDEMM427
	 
	 	 	 	 	 	 	 	 
	AGCO GmbH

	 	Sparkasse Allgäu,

Georg-Fischer-Str.

16-18, 87616

Marktoberdorf,

Germany
	 	240 007 526
	 	733 500 00 DE62 7335
	 	BYLADEM1ALG
	 
	 	 	 	 	 	 	 	 
	AGCO GmbH

	 	Deutsche Bank AG,

Promenadeplatz 15,

80333 München,

Germany
	 	221 0641829 00
	 	720 700 01 DE59 7207
	 	DEUTDEMM 720
	 
	 	 	 	 	 	 	 	 
	AGCO GmbH

	 	Dresdner Bank AG,

Augsburg

Holbeinstr.2, 86004

Augsburg, Germany
	 	01 002 090 00
	 	720 800 01 DE34 7208
	 	DRES DE FF 720






45









 






	 	 	 	 	 	 	 	 	 
	Company	 	Bank	 	Account	 	Sort Code	 	Swift Code
	AGCO GmbH

	 	HSBC Trinkaus &

Burkhardt KGaA,

Karl-Scharnagl-Ring

7, 80539 München,

Germany
	 	70 0434 001
	 	300 308 80 DE66 3003
	 	TUBDDEDD 700
	 
	 	 	 	 	 	 	 	 
	AGCO GmbH

	 	KBC Bank

Deutschland AG,

Marienplatz 2,

80331 München,

Germany
	 	700054
	 	500 203 00 DE81 5002
	 	BANV DE HB
	 
	 	 	 	 	 	 	 	 
	AGCO GmbH

	 	Landesbank Baden-

Württemberg,

Beethovenstr. 15,

87435 Kempten,

Germany
	 	454 5121
	 	600 501 01 DE79 6005
	 	SOLA DE ST
	 
	 	 	 	 	 	 	 	 
	AGCO GmbH

	 	Commerzbank AG,

Filiale Kempten,

Linggstr. 1, 87435

Kempten, Germany
	 	7755770
	 	733 400 46 DE81 7334
	 	COBADEFF






AGCO Spain Accounts




	 	 	 	 	 	 	 	 	 
	AGCO Iberia SA

	 	BBVA Travesia de
Sta.
Brigida, Urb.
Las Norias,
28220
Majadahonda
Madird
	 	0182-5437-68-
0100074485
	 	 
	 	 






46









 






EXECUTION




	 	 	 
	SIGNED by  
              
             
            ,
 
              
             
            , duly
authorised for
and on behalf of AGCO GmbH:

	 	)
)
)
	 
	 	 
	SIGNED by  
              
             
            ,
  
               
             
           , duly
authorised for
and on behalf of AGCO S.A.:

	 	)
)
	 
	 	 
	SIGNED by  
              
             
            , 
 
               
             
           , duly
authorised for
and on behalf of AGCO IBERIA SA:

	 	)
)
	 
	 	 
	SIGNED by  
              
             
            ,

 
              
             
            , duly
authorised for
and on behalf of AGCO RECEIVABLES LIMITED

	 	)
)
)
	 
	 	 
	SIGNED by  
              
             
            ,
  
              
             
            , duly
authorised for
and on behalf of AGCO SERVICES LIMITED

	 	)
)
)
	 
	 	 
	SIGNED by  
              
             
            ,
  
               
             
           , duly
authorised for
and on behalf of AGCO LIMITED:

	 	)
)
	 
	 	 
	SIGNED by  
              
             
            ,
  
               
            
            , duly
authorised for
and on behalf of ERASMUS CAPITAL CORPORATION:

	 	)
)
)
	 
	 	 
	SIGNED by  
              
             
            ,
duly
authorised for and on behalf of
COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A (trading as
RABOBANK INTERNATIONAL), LONDON BRANCH:

	 	)
)
)
)
)
)






47









 






	 	 	 
	SIGNED by                                         ,                             
            , duly authorised for
and on behalf of AGCO CORPORATION:

	 	)
)
)






48









 






EXHIBIT 1



PLACES
OF BUSINESS AND LOCATIONS OF RECORDS OF THE COMPANY,
 THE PARENT, THE MASTER SERVICER, THE
SUBORDINATED LENDER AND
 EACH ORIGINATOR




	 	 	 	 	 	 	 
	Party	 	Registered
Office	 	Principal Place
of Business	 	Contact Details
	AGCO France

	 	41 Avenue 
Blaise
Pascal,
B.P. 60307, 

60026 Beauvais 

Cedex, France
	 	41 Avenue 
Blaise
Pascal, 
B.P. 60307, 

60026 Beauvais 

Cedex, France
	 	Fax: +33 (0)3 44 48 48
43


Email: ColinHefford@uk.agcocorp.com
	 
	 	 	 	 	 	 
	AGCO Germany

	 	Johann-Georg-Fendt-

Strasse 4, 87616

Marktoberdorf,

Germany
	 	Johann-Georg-Fendt-

Strasse 4, 87616

Marktoberdorf,

Germany
	 	Fax: +49 (0) 8342
77220


Email: Michael.Gschwender@xfendt.de
	 
	 	 	 	 	 	 
	AGCO Iberia S.A.

	 	Avenida Via De Las
Dos Castillas, 31,
Atica 7 — Edificio
5 O Bajo, 28224
Pozuelo De Alarcon,
Madrid, Spain
	 	Avenida Via De Las
Dos Castillas, 31,
Atica 7 — Edificio
5 O Bajo, 28224
Pozuelo De Alarcon,
Madrid, Spain
	 	Fax: +91 352 40 13


Email: ColinHefford@agcocorp.com
	 
	 	 	 	 	 	 
	Company

	 	Fifth Floor,

100 Wood Street,

London, EC2V 7EX
	 	Fifth Floor,

100 Wood Street,

London, EC2V 7EX	 	 
	 
	 	 	 	 	 	 
	Master Servicer

	 	PO Box 62

Banner Lane

Coventry

CV4 9GF
	 	Abbey Park,

Stoneleigh,

Stareton,

Kenilworth,

Warwickshire CV8

2TQ
	 	Fax: +44 (0)24 76
852460


Email: ColinHefford@uk.agcocorp.com
	 
	Parent

	 	4205 River Green

Parkway, Duluth,

Georgia, 30096, USA
	 	4205 River Green

Parkway, Duluth,

Georgia, 30096, USA
	 	Fax: +1 770 813 9200


Email: andy.beck@agcocorp.com






49









 






	 	 	 	 	 	 	 
	Party	 	Registered
Office	 	Principal Place
of Business	 	Contact Details
	Subordinated Lender

	 	PO Box 62

Banner Lane

Coventry

CV4 9GF
	 	Abbey Park,

Stoneleigh,

Stareton,

Kenilworth,

Warwickshire CV8

2TQ
	 	Fax: +44 (0) 24 76 852460

Email: ColinHefford@agcocorp.com






50









 






EXHIBIT 2



FORM OF SUBROGATION CERTIFICATE



AGCO S.A. en qualité de titulaire de créances à l’encontre des débiteurs dont la liste figure en
annexe 1 (les “Débiteurs”), reconnaît par les présentes qu’il a reçu paiement d’une somme égale à
[insérer la valeur faciale des créances] de [•], en qualité de subrogé, ce montant étant égal à la
somme des valeurs des créances devant être payées par les Débiteurs, au titre des factures
mentionnées en annexe 1.



AGCO S.A. donne par les présentes quittance valable à [•], en qualité de subrogé.



En conséquence, conformément à l’article 1250-1 du Code civil, [•] est valablement subrogé, jusqu’à
concurrence du paiement réalisé, dans les droits et accessoires ainsi transférés que AGCO S.A.
détient à l’encontre des Débiteurs.



Tous les impôts et frais supporté à l’occasion des présentes seront payés par AGCO S.A.



La présent quittance subrogative devra être interprétée et régie par la loi française.




English Translation



AGCO S.A., as holder of receivables against the debtors the list of which is attached as annex 1
(the “Debtors”), hereby acknowledges it has received lawful payment amounting to [insert the face
value of the receivables] from [•], as subrogated party, this amount being equal to the sum of the
face values of the receivables to be paid by the Debtors, pursuant to the invoices listed in annex
1.



AGCO S.A. acknowledges that [•], as subrogated party, is fully and duly discharged.



As a result, pursuant to Article 1250-1 of the French Civil Code, [•] is validly subrogated, up to
the payment made, in all rights and related securities or guarantees attached to the receivable so
transferred that AGCO S.A. holds against the Debtors.



All taxes and fees incurred in connection thereof will be paid by AGCO S.A.



This Subrogation Certificate shall be governed by and construed in accordance with French law.




51









 








EXHIBIT 3



FORM OF ACCOUNT MANDATE LETTER





			
	From:	 	[Name of Company]






			
	To:	 	[Name and address of Bank]





[Date]




Dear Sirs,




Account No. [•]



We hereby request that the following terms and conditions apply with respect to Account No: [•]
(the “Account”) held in our name at your bank:





	1.	 	AGCO Limited (the “Master Servicer”), in its capacity as our agent appointed for the purposes
of collecting the proceeds of certain receivables shall, until you have received from
Coöperative Centrale Raiffeisen-Boerenleenbank B.A., trading as Rabobank International, London
Branch, in its capacity as agent for the secured parties (the “Agent”) the Notification (as
defined below) be entitled to operate the Account and withdraw any and all monies on deposit
in the Account from time to time pursuant to your normal withdrawal procedures and the mandate
signed by us in relation to the Account. The Master Servicer may operate the Account as our
agent only on the signatures of their duly authorised officers notified by us to you from time
to time (including, until we notify you otherwise, those officers whose specimen signatures
appear on the schedule to this letter). As at the date of this letter, those duly authorised
officers are: [•], [•] and [•]. The signatures of any two of each of such officers are
required to authorise any transaction relating to the Account. The specimen signature of each
such officer is set out on the schedule to this letter.
	 
	2.	 	If at any time the Agent delivers to you a written notice (the “Notification”) that the
authority given to the Master Servicer to operate the Account on our behalf has been
withdrawn, then you shall no longer permit the Master Servicer or any authorised signatory on
the Account who is an officer of the Master Servicer to make any further withdrawals of monies
from the Account or otherwise deal with the Account or authorise any transactions relating to
the Account. We hereby agree that you shall not be held liable for any transactions relating
to the Account that were authorised by an authorised signatory on the Account who is an
officer of the Master Servicer prior to your receipt of the Notification.
	 
	3.	 	The Master Servicer has no authority to withdraw more monies from the Account than are on
deposit therein at such time.
	 
	4.	 	You hereby agree that you will not exercise and you hereby waive any right of combination,
consolidation, merger, set-off or other encumbrance which you may have in respect of any
monies standing to the credit of the Account. You further acknowledge and agree that the terms
and conditions of this letter shall prevail in the event of any conflict between such terms
and conditions and your standard terms and conditions applicable to the opening, operating and
holding of the Account (including any standard account mandate).




52









 






	Please acknowledge your consent and agreement to the terms and conditions contained in this letter
by signing below and returning the signed original to us.





Yours faithfully,




                                                            




[Name of Company]




Acknowledged and agreed:




[Name of Bank]




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	SPECIMEN SIGNATURES
	 	 	 	 
	 
	 	 	 	 
	NAME

	 	 	 	SPECIMEN SIGNATURE
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





53









 






EXHIBIT 4



FORM OF OBLIGOR NOTIFICATION




[Name of Obligor]




[Address]




[Country]




Dated:




Attention: Manager or Head of Credit and Collection Department




Dear Sir or Madam,



We are writing to inform you that the receivables (and all rights relating thereto) represented by
the invoices listed on the attached schedule have been purchased from [Originator] by [•], who in
turn has granted a security interest over such receivables to Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International, London Branch) as agent for us
on the dates set out on the attached schedule.



From the date of this notice you should, accordingly, deal solely with us, or with Rabobank
International, London Branch as our agent, in relation to all matters relating to such receivables.
Should you have any questions relating to this notice please do not hesitate to contact a
representative of our agent, [•], in London on [•].



You are hereby instructed to remit all payments in connection with the aforementioned receivables
(and invoices) to our account, the details of which are set out below, notwithstanding any other
instructions you may receive from [Originator] or any other person:




Account Party:




Account Bank:




Account No.:




Yours sincerely,




                                                            

[•]




Acknowledged and confirmed by:




                                                            

[Originator]




54









 





EXHIBIT 5



CREDIT AND COLLECTION POLICY




Organisational Structure/Management



Massey Ferguson’s headquarters are located in Coventry, United Kingdom, while Fendt’s headquarters
are located in Marktoberdorf, Germany. The dealer documentation, credit processing and collections
for all of Massey Ferguson equipment and for Fendt equipment sold in Spain and France outside of
Germany (herein referred to as the “Massey Equipment Pool”) is located in Coventry. The dealer
documentation and processing for Fendt equipment sold in Germany is located in Marktoberdorf
(herein referred to as the “Fendt Equipment Pool”). An experienced group of senior executive
officers with considerable industry and management experience and a group of divisional managers
who are career professionals manage the company. Each legal jurisdiction within the Massey
Equipment Pool (France and Spain) is supervised by a different credit manager.



Dealer Relationships



Fully assembled tractors and other equipment are marketed in most major Western European markets
through a network of approximately 2,400 independent Massey Ferguson and Fendt dealer outlets and
agricultural cooperatives. In certain markets of Western Europe, AGCO sells equipment through
independent distributors and associates, who then distribute the equipment through approximately
800 Massey Ferguson and Fendt dealers. In some cases, dealers carry competing or complementary
products from other manufacturers.



The payment terms for both the Massey and Fendt Equipment Pools can vary based on equipment type,
agricultural product and particulars of the harvest season for the crop. The terms of AGCO’s
finance agreements with its dealers typically do not require dealers to make a down payment and
effectively provide the dealer with the equipment interest-free for a period of one to 6 months,
depending on the product. Thereafter Massey dealers are charged interest until the product is sold.



To become an AGCO dealer, dealers must meet certain eligibility criteria and become a party to an
AGCO Limited Farm Machinery Agreement. A copy of the AGCO Farm Machinery Dealer Agreement is on
file. The Agreement is summarised below:



The Agreement commits AGCO to sell to the Dealer and provide marketing support and training; AGCO
is committed to sell to the Dealers, however, the terms of the sale are at AGCO’s discretion.



AGCO has the right to change its prices, terms, discounts, and any other pricing provision at any
time without notice to the Dealer and the price and terms that apply will be those in effect on the
date of the invoice of the product sold.



The Dealer has 30 days to notify AGCO of claims of shortages or defective products that the Dealer
receives. After 30 days, AGCO is generally not responsible for shortages or defective products.



No product returns to AGCO from the Dealer are allowed without AGCO’s prior authorisation. Dealer
pays all transportation costs for the return.




55









 







Payment in full for wholegoods is due upon the end of the payment term whether or not the product
has been retailed with the exception of Massey Ferguson equipment sold in Germany that requires
payment in full for the wholegoods at the earlier of retail sale or the end of the payment term.
AGCO may refuse to sell or deliver products to the Dealer when AGCO believes the Dealer’s financial
condition does not warrant further sale or deliveries.



AGCO obtains a security interest in the equipment sold to the Dealer and for all present and future
direct or indirect financial indebtedness that may be or become owed by the Dealer to AGCO. Dealers
are sometimes required to sign personal guarantees on all obligations of the business or bank
guarantees to support the credit line..



AGCO reserves the right to declare all balances of the account due and payable immediately if for
any reason it deems it necessary for the protection of its interests. No cash discounts or payment
by AGCO to the Dealer will be made so long as any of the financial indebtedness, whether secured by
collateral or otherwise, is past due. AGCO reserves the right to apply any payment made to the
oldest past due account.



Fendt Equipment Pool



Fendt distributes equipment in Germany mainly through a network of 90 dealers for whole goods and
420 for spare parts that are large, financially sound and highly Dun & Bradstreet rated
cooperatives. These cooperatives/dealers cover different regions in Germany and sell only within
their regions. Last dealer was terminated in 1996. Only 15-20% of cooperatives’ sales are
concentrated in the agricultural sector. BayWa AG, the largest cooperative, represents
approximately 5% of the total European portfolio and carries the highest credit rating from Dun &
Bradstreet. A brief narrative by Dun & Bradstreet of BayWa AG is on file. The dealers generally
have only demo units on stock. The equipment is built to order for the final customer and Fendt
rarely sells two completely identical units. The inventory is small, and if the market slows down,
Fendt can react immediately and cut down on production. Given the pre-orders, high demand for
Fendt products, and the dealer’s financial strength, dealer default is virtually non-existent.



Massey Equipment Pool



Massey Ferguson generally builds equipment to order for its dealers in France and Spain. Although
this does not guarantee that a dealer has a customer lined up for each unit, the history of
negligible losses and practically no dealer terminations, demonstrates that dealers can estimate
and manage their sales.



Dealer Terms



Fendt and Massey Ferguson finance only new equipment. A general summary of the different terms
offered by AGCO on new equipment is described below. The Terms and Discounts can change, and do
change, annually. The following are certain summarised terms for both equipment lines (amongst
others):



Dealer must make payment immediately at the time of retail sale, or show written proof of a
pre-approved retail-financing contract in process.



Dealer’s trade discount is the difference between the net dealer price and the suggested list price
as stated in the AGCO price list, which is effectuated on the date of the invoice.




56









 







Cash discounts and subsidised financing may be offered to the Dealer by AGCO.



Demo unit discounts are offered to the Dealer.



For Massey Ferguson, equipment dealers are typically given a discount of a minimum of 20%.
Additional discounts are given to promote particular models. Volume bonuses are seldom employed.
Instead, dealers subscribe to business plans, which provide additional discounts for achieving
retail penetration and maintaining stock levels and pre agreed dealer standards.



Fendt equipment dealers get a volume discount in addition to a base discount of 21.7%. Volume
discounts depend on the amount of units that the Dealer sells. The bonus percentage generally is
around 4.7%.



Any volume bonus earned on eligible volume will be applied to any past due amount provided there is
enough volume bonus earned during the period to cover the past due amount. If not, the Dealer
agrees to pay the past due amounts by the end of December. If not paid, volume bonus is not
applied to cover the past due financial indebtedness and the Dealer will receive no volume bonus.



Periodically, AGCO offers special sales programs and special discounts in addition to the plans
discussed in this section.



Summary of Payment Terms



The term for the majority of the equipment (approximately 80%) sold in all European jurisdictions
ranges from 30 days to 60 days, with the exception of Spain whose tractors have payment terms up to
90 days. In Germany, dealers get an additional 2% discount for Fendt equipment sold and paid for
within 14 days. Similarly, in France, dealers receive a discount for early settlement.



Longer terms are generally applied to combines and balers due to the seasonality of the equipment.
Payments on combines are due on September 30th or October 30th of each year. Lawn and garden
machinery in France are payable in three curtailments of 20%, 30% and 50% due in March 31st, April
30th, and May 31st, accordingly. Certain demo units have payment terms of 6 months. A copy of
AGCO’s Wholegoods Schedule of Terms and Discounts is on file.



Payment Terms are fixed and due dates are not changed in order to accommodate dealers with payment
problems. However for Fendt it does happen that due dates get extended after an invoice has been
issued (but always before its due date), these extensions are disposed by the Sales rather than the
Credit department and relate to special sales initiatives.



Underwriting/Credit Analysis



Marktoberdorf



Karl-Heinz Graf who has over 30 years of experience with Fendt heads the credit department. Credit
managers review quarterly reports from Dun & Bradstreet for every dealer (most of the dealers are
highly rated by D&B). Additionally, credit managers review bank reports on the dealers, which they
receive monthly. At the end of the year, the credit department gets information from the marketing
department on the industry outlook and the credit line gets




57









 







adjusted accordingly. When the credit limit is exceeded, the credit manager can not authorise any
additional shipments until the payment is received.



Coventry



The credit department in Coventry was formed in 1997 following a decision by AGCO to centralise the
accounts receivable/credit control functions performed by its Massey Ferguson sales operations in
Europe. The accounts receivable/credit control function for Fendt products sold in France and
Spain is also centralised in Coventry.



Massey Ferguson averages about 5 new dealers each year. The credit department is responsible for
the approval of New Dealer contracts, extension of credit and the collection of receivables. Kevin
Randall, who has over 25 years of experience at Massey Ferguson, heads the credit department. The
credit staff consists of 6 credit officers covering France and Spain receivables collection, 17 in
total collecting receivables across Europe. A copy of Finance Organisation — Credit & Banking for
2006 is on file.



For the Massey Ferguson equipment monitored in Coventry, AGCO uses an integrated Sales Order
Processing / Accounting software package, which automatically credit checks all orders prior to
shipment. Any orders due for release, which will result in accounts receivables exceeding a credit
limit, are automatically placed on hold. The relevant credit control analyst is responsible for
releasing the order from credit hold.



A New Dealer application will usually come from the local sales teams. The following documents
will be requested in order to process a credit request: 1) a complete credit application, 2)
current financial statements, 3) business plan, and 4) personal information of the principals. The
credit department will pull a Dun & Bradstreet profile. Once the approval is received, the dealer
will be notified and can begin placing orders. A dealer will be given a credit line. All major
orders are manually released (“credit released”) by one of the Area Credit Managers. Orders are
not shipped without the credit release. Once an order is approved and released, an invoice is
created. At point of sale, Massey Ferguson sets up a reserve to accrue for discounts.



A Credit File is created for the dealer that will include financial statements, a credit
application, personal profiles and the Dun & Bradstreet report. The turnaround time from credit
request to final approval can take anywhere from 2 to 4 weeks.



At the end of each month, the credit department produces a summary aged debt analysis for all
markets together with a commentary on overdue receivables.



Credit Authority



For both the Fendt and Massey Equipment Pools, the credit manager will determine the appropriate
credit line, taking into account information from the marketing managers regarding orders and
market conditions. Requests for increases to current credit limits are supported 90% of the time.
On new deals, Kevin Randall authorise the credit request for the Massey Equipment Pool. On
existing deals, Kevin Randall (Massey Equipment Pool) and Karl Heinz Graf (Fendt Equipment Pool)
have final say on all credit requests, regardless of the size of the line.




58









 







Credit Monitoring



For both the Fendt and Massey Equipment Pools, credit managers must approve each order placed by a
Dealer when the credit line is insufficient. Each account is reviewed once a year or if there is a
request for an increase in the credit limit. Financial statements are requested on an annual
basis. An updated credit report may be obtained and payment history is reviewed. The Area Credit
Managers are responsible for the annual review.



In addition to credit monitoring, the Sales Territory Managers will perform a physical inventory
audit for selected dealers whose operations show any signs of deterioration (e.g. late payments,
lower sales volumes, etc.)



Servicing/Normal Collection Procedures



For both the Fendt and Massey Equipment Pools, an invoice is generated once the equipment is
shipped or when the dealer is notified to pick up the equipment. Invoices are mailed out of one of
the two servicing centers located in Coventry and Marktoberdorf. Collection methods vary by the
region, as follows. All information about invoices and credits is also available for the dealers
online on AGCONet.



In France, the majority of payments on wholegoods are collected by electronic LCR (Bill of
Exchange) and parts are collected by direct debit. Dealers who pay by cheque send their
remittances to AGCO’s Beauvais office. Some deals are financed, so the finance companies transfer
funds directly to AGCO’s bank.



In Germany, Fendt equipment dealers pay by bank transfer or cheque for wholegoods. For parts,
dealers pay either by direct debit (weekly) or cheque. Similar to France, some deals in Germany
are financed, so the finance companies transfer funds directly to AGCO’s bank.



In Spain, dealers pay for wholegoods either by bank transfer or by pagares (a form of post-dated
cheque). Pagares are sent to a lockbox. For parts, dealers pay by direct debit.



Credit and Collection is the responsibility of the credit department and the credit managers.
Collection efforts are part of a continuous process of maintaining close communication links with
the dealers. More strenuous collection activities begin immediately following the end of the month
for dealers that did not pay the previous month’s charges. A telephone call initiates the process.
The credit personnel must determine whether the non-payment was an oversight, a posting problem or
an inability to pay. If it was an oversight, a follow up for payment is recorded. If it was a
posting error, a speedy resolution is achieved. If it is a collection problem, then the account is
referred to the Area Credit Manager. The dealer of a past due item unresolved by the 15th to 20th
of the month will be contacted by telephone a second time to achieve final resolution. If payment
is not received following the second message, then the dealers’ accounts will be placed on “STOP”,
which means no further deliveries will be made until a payment is received. Persistent late payers
are advised that failure to settle their account by the due date will automatically result in their
account being placed on “STOP”. The Area Credit Manager is responsible for placing a dealer on
“STOP” status after reviewing notes from previous attempts to collect.




59









 







Cash Application



Cash Management is centralised in Marktoberdorf for the Fendt Equipment Pool. Cash flow peaks at
month end and carries over into the first days of the subsequent month as dealer receivables are
collected. Daily deposits are collected in the local accounts and are subsequently
wire-transferred to the central account.



For the Massey Equipment Pool, cash management for Spain and France is handled in Coventry. Cash
flow peaks at month end and carries over into the first days of the subsequent month as dealer
receivables are collected.



European dealer receivables are collected by a variety of methods (wire transfer, cheque, direct
debit etc.) into local banks. Cash is concentrated by means of wire transfers initiated by the
Treasury Department. Surplus cash is remitted to AGCO Services Ltd. the UK based treasury company,
from which payments are made to repay local overdrafts, or syndicate debt, as appropriate.



Problem Account Management



For the Fendt and Massey Equipment Pools, collection efforts are part of a continuous collection
process. Dealers with repeated collection problems may be placed on “STOP” at that point (credit
manager decision). At the end of the month, the credit manager will determine the dealers still
past due for “STOP” status. A “STOP” fax letter will be sent to the dealer and the territory
manager and the regional sales manager will be notified. Dealer central and field personnel are
notified and the territory manager will perform a site visit. Normally, after the site visit, the
payment is made.



Massey



For a dealer who continues to be delinquent, communication is maintained either by fax, telephone
or e mail for a period until the debt is 120 days overdue. At this point, the Sales Area Business
Manager will visit the dealer to assess the dealer’s inventory, and Agco’s ability to exercise
Retention of Title clauses. If Agco have a bank guarantee from the dealer , such guarantees will be
called in at this point.

If funds have not been fully recovered within 180 days of the debt becoming overdue, legal action
is initiated.



If information is obtained that the dealer’s financial position has deteriorated before 120 days
overdue, the visit to the dealer, and ensuing action, is instituted immediately.



Kevin Randall determines which accounts are to be reserved for bad debt in Coventry



Fendt



The last default in the Fendt Equipment Pool occurred over 10 year ago. As such although the
problem account management procedures are set up for Fendt, they have not been used in the past 5
years. As a precaution, Fendt maintains a minimum of EUR 0.7 million in bad debt reserves.



The problem account management procedures, should they need to be invoked, are similar to those
described for Massey above.





60









 








EXHIBIT 6



ACCOUNTS RECEIVABLE LISTING



Any Accounts Receivable Listing shall include the following information in relation to the relevant
Receivables:




Invoice ID

Obligor ID

Obligor name

Currency

Amount

Invoice date

Due date




61









 





EXHIBIT 7




OBLIGOR INFORMATION LISTING



Any Obligor Information Listing shall include the following information in relation to the relevant
Obligors:




Obligor ID

Obligor name

Obligor address

Country of the Obligor




62









 





EXHIBIT 8



MASTER SERVICER REPORT




Consolidated report




	 	 	 	 	 	 	 	 	 
	current day

	 	31_8_2006
	 	AGCO_FR
	 	AGCO_DE
	 	AGCO_ES
	previous day

	 	30 8 2006	 	 	 	 	 	 






MASTER SERVICER REPORT







	 	 	 	 	 	 	 	 	 	 	 
	Report Date
	 	 	 	 	 	 	 	 
	 
	Exchange Rates
	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	1.0000	 	1.0000	 	1.0000
	Total Portfolio Activity
	 	 	 	 	 	 	 	 
	 
	 	 	Balance of Net Receivables Brought Forward
	 	[•]	 	[•]	 	[•]	 	[•]
	–	 	Collections
	 	[•]	 	[•]	 	[•]	 	[•]
	+	 	Sales
	 	[•]	 	[•]	 	[•]	 	[•]
	–	 	Write-Offs
	 	—	 	—	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	–	 	Repurchased Receivables
	 	—	 	—	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	+	 	Dilutions
	 	[•]	 	[•]	 	[•]	 	[•]
	+	 	Recoveries
	 	—	 	—	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	+	 	Adjustments
	 	—	 	—	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	=	 	Balance of Net Receivables Carried Forward
	 	[•]	 	[•]	 	[•]	 	[•]
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Other cash received
	 	—	 	—	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	Calculation of Net Eligible Receivables Balance	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Balance of Net Receivables Carried Forward
	 	[•]	 	[•]	 	[•]	 	[•]






63









 






	 	 	 	 	 	 	 	 	 	 	 
	–	 	Negative Credit Balance
	 	[•]	 	[•]	 	[•]	 	[•]
	=	 	Balance of Outstanding Invoices
	 	[•]	 	[•]	 	[•]	 	[•]
	–	 	Extended Payment Terms (> 270 Days)
	 	[•]	 	[•]	 	[•]	 	[•]
	–	 	Bankrupt Obligors
	 	—	 	—	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	–	 	Intercompany Receivables
	 	—	 	—	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	–	 	Government Receivables
	 	—	 	—	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	–	 	Delinquent (60 o/d) and Defaulted (90 o/d) Receivables
	 	[•]	 	[•]	 	[•]	 	[•]
	–	 	Excess Concentrations
	 	[•]	 	[•]	 	[•]	 	—
	–	 	Others
	 	[•]	 	[•]	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	=	 	Gross Eligible Receivables Balance (G.E.R.B.)
	 	[•]	 	[•]	 	[•]	 	[•]
	+	 	Negative Credit Balance Reserve (Eligible Credit Notes)
	 	[•]	 	[•]	 	[•]	 	[•]
	 	 	Applied Eligible Credit Notes
	 	[•]	 	[•]	 	[•]	 	[•]
	 	 	New Eligible Credit Notes
	 	[•]	 	[•]	 	[•]	 	[•]
	=	 	Net Eligible Receivables Balance (N.E.R.B.)
	 	[•]	 	 	 	 	 	 
	Eligible Receivables Portfolio Activity	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Opening Gross Eligible Receivables Balance
	 	[•]	 	[•]	 	[•]	 	[•]
	–	 	Collections (face value of invoices disappeared)
	 	[•]	 	[•]	 	[•]	 	[•]
	+	 	New Eligible Receivables
	 	[•]	 	[•]	 	[•]	 	[•]
	–	 	Write-Offs under Eligible Receivables
	 	—	 	—	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	–	 	Newly Defaulted Eligible Receivables
	 	[•]	 	[•]	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	–	 	Repurchased Receivables
	 	—	 	—	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	=	 	Balance of Eligible Receivables Carried Forward (G.E.R.B.)
	 	[•]	 	[•]	 	[•]	 	[•]
	 	 	 
	 	 	 	 	 	 	 	 
	Summary Ageing Analysis — Eligible Portfolio	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Current — Receivables
	 	[•]	 	[•]	 	[•]	 	[•]
	 	 	1-30 Days Overdue — Receivables
	 	[•]	 	[•]	 	[•]	 	[•]
	 	 	31-60 Days Overdue — Receivables
	 	[•]	 	[•]	 	[•]	 	[•]






64









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	61-90 Days Overdue — Receivables
	 	[•]	 	[•]	 	[•]	 	[•]
	 	 	91-120 Days Overdue — Receivables
	 	—	 	—	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	121+ Days Overdue — Receivables
	 	—	 	—	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Total — Receivables
	 	[•]	 	[•]	 	[•]	 	[•]
	 	 	 
	 	 	 	 	 	 	 	 
	Average Weighted Payment Terms	 	[•]	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	Required Reserves (for current month)	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Loss Reserve
	 	[•]	 	[•]	 	[•]	 	[•]
	 	 	Dilution Reserve
	 	[•]	 	[•]	 	[•]	 	[•]
	 	 	Yield & Servicing Fee Reserve
	 	   [•]%	 	—	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Total Reserves
	 	[•]	 	[•]	 	[•]	 	[•]
	 	 	 
	 	 	 	 	 	 	 	 
	Percentage Factor	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Net Eligible Receivables Balance
	 	[•]	 	 	 	 	 	 
	 	 	Total Reserves
	 	[•]	 	 	 	 	 	 
	 	 	Funding Amount

	 	 	 	 	 	 	 	 
	 	 	Percentage Factor
	 	[•]	 	 	 	 	 	 
	Repurchase Price Payable	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Repurchased X Price = Price Payable
	 	0	 	1.00	 	—	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	Capital Balance	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Closing Pool Balance
	 	[•]	 	[•]	 	[•]	 	[•]
	 	 	Dilution Amount
	 	[•]	 	[•]	 	[•]	 	[•]
	 	 	Yield Reserve
	 	—	 	—	 	—	 	—
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Loss Reserve
	 	[•]	 	[•]	 	[•]	 	[•]
	 	 	 
	 	 	 	 	 	 	 	 
	 	 	Closing Capital Balance
	 	[•]	 	[•]	 	[•]	 	[•]






65









 






Top Ten Debtors (Total Pool)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	T00010000
	 	[•]	 	[•]	 	[•]%	 	[•]	 	[•]
	2	 	T11500100
	 	[•]	 	[•]	 	[•]%	 	[•]	 	—
	3	 	T11510500
	 	[•]	 	[•]	 	[•]%	 	[•]	 	[•]
	4	 	T11199400
	 	[•]	 	[•]	 	[•]%	 	[•]	 	[•]
	5	 	T11136500
	 	[•]	 	[•]	 	[•]%	 	[•]	 	[•]
	6	 	T11820100
	 	[•]	 	[•]	 	[•]%	 	[•]	 	[•]
	7	 	T11960900
	 	[•]	 	[•]	 	[•]%	 	[•]	 	[•]
	8	 	T11115200
	 	[•]	 	[•]	 	[•]%	 	[•]	 	[•]
	9	 	T14300600
	 	[•]	 	[•]	 	[•]%	 	[•]	 	[•]
	10	 	T11490100
	 	[•]	 	[•]	 	[•]%	 	[•]	 	—






66









 






Loss Reserve




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	MAX 3	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	3 MRA	 	MRA LOSS	 	 	 	 	 	 	 	REQUIRED	 	 	 	 
	 	 	ELIGIBLE	 	 	 	 	 	LOSS	 	LOSS	 	over 12	 	LOSS	 	LOSS HORIZON	 	STRESS	 	LOSS	 	 	 	 
	DATE	 	RECEIVABLES	 	SALES	 	LOSSES	 	RATIO	 	RATIO	 	Months	 	HORIZON	 	RATIO	 	FACTOR	 	RESERVE	 	MINIMUM LR	 	ACTUAL LR
	Jul-05
	 	[•]	 	[•]	 	[•]	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	10.50000%
	Aug-05
	 	[•]	 	[•]	 	[•]	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	10.50000%
	Sep-05
	 	[•]	 	[•]	 	[•]	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	10.50000%
	Oct-05
	 	[•]	 	[•]	 	[•]	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	10.50000%
	Nov-05
	 	[•]	 	[•]	 	[•]	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	10.50000%
	Dec-05
	 	[•]	 	[•]	 	[•]	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	10.50000%
	Jan-06
	 	[•]	 	[•]	 	[•]	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	10.50000%
	Feb-06
	 	[•]	 	[•]	 	[•]	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	10.50000%
	Mar-06
	 	[•]	 	[•]	 	[•]	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	10.50000%
	Apr-06
	 	[•]	 	[•]	 	[•]	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	10.50000%
	May-06
	 	[•]	 	[•]	 	[•]	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	10.50000%
	Jun-06
	 	[•]	 	[•]	 	[•]	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	10.50000%
	Jul-06
	 	[•]	 	[•]	 	—	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	10.50000%
	Aug-06
	 	[•]	 	[•]	 	[•]	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	10.50000%
	Sep-06
	 	—	 	—	 	—	 	[•]%	 	[•]%	 	[•]%	 	[•]	 	[•]	 	[•]	 	[•]%	 	10.50%	 	#DIV/0!






67









 






Top Ten Data




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	excess	 	 
	FROM	 	TO	 	name	 	total	 	purchased	 	limit	 	concentration	 	ineligible amount
	31/07/2006

	 	31/08/2006
	 	T00010000
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	31/07/2006

	 	31/08/2006
	 	T11500100
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	31/07/2006

	 	31/08/2006
	 	T11510500
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	31/07/2006

	 	31/08/2006
	 	T11199400
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	31/07/2006

	 	31/08/2006
	 	T11136500
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	31/07/2006

	 	31/08/2006
	 	T11820100
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	31/07/2006

	 	31/08/2006
	 	T11960900
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	31/07/2006

	 	31/08/2006
	 	T11115200
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	31/07/2006

	 	31/08/2006
	 	T14300600
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	31/07/2006

	 	31/08/2006
	 	T11490100
	 	[•]
	 	[•]
	 	[•]
	 	[•]
	 	[•]







68









 






			
	EXECUTION COPY
	 	 






Dated 13 October 2006





	 	(1)	 	AGCO RECEIVABLES LIMITED as the Company
	 
	 	(2)	 	AGCO SERVICES LIMITED as the Subordinated Lender
	 
	 	(3)	 	AGCO LIMITED as Master Servicer
	 
	 	(4)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. trading as RABOBANK
INTERNATIONAL, LONDON BRANCH as Agent





 






SUBORDINATED LOAN AGREEMENT




 











LONDON




 









 





CONTENTS




	 	 	 	 	 
	Clause	 	Page
	1. DEFINITIONS AND INTERPRETATION
	 	 	1	 
	2. THE FACILITY
	 	 	2	 
	3. INTEREST, REPAYMENT AND PAYMENTS
	 	 	3	 
	4. REPRESENTATIONS AND WARRANTIES
	 	 	4	 
	5. COVENANTS
	 	 	6	 
	6. SUBORDINATED LOAN EVENTS OF DEFAULT
	 	 	6	 
	7. SUBORDINATION
	 	 	7	 
	8. MISCELLANEOUS
	 	 	8	 






EXHIBITS



A. FORM OF SUBORDINATED LOAN BORROWING REQUEST


-i-









 






THIS AGREEMENT is dated 13 October 2006 and is made between:





	(1)	 	AGCO RECEIVABLES LIMITED, a company incorporated under the laws of England and Wales (the
“Company”);
	 
	(2)	 	AGCO SERVICES LIMITED, a company incorporated under the laws of England and Wales (the
“Subordinated Lender”);
	 
	(3)	 	AGCO LIMITED, a company incorporated under the laws of England and Wales (in its capacity as
Master Servicer under the Receivables Servicing Agreement, the “Master Servicer”); and
	 
	(4)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A, trading as RABOBANK INTERNATIONAL,
LONDON BRANCH, in its capacity as Agent (the “Agent”) for Erasmus Capital Corporation (the “CP
Lender”).





BACKGROUND





	(A)	 	Certain Originators intend to sell, assign and transfer certain Receivables from time to time
to the Company.
	 
	(B)	 	The Company desires to obtain subordinated financing for its purchase of Receivables from the
Subordinated Lender.
	 
	(C)	 	Each of the Company and the Subordinated Lender wish to set out the terms on which the
Subordinated Lender may provide financing from time to time to the Company.






	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Terms defined in Schedule of Definitions
	 
	 	 	In this Agreement, unless otherwise defined herein or the context otherwise requires,
capitalised terms have the meanings set forth in the Master Schedule of Definitions,
Interpretations and Construction, dated as of the date hereof and signed by the parties
hereto and others for the purposes of identification (the “Schedule of Definitions”).
	 
	1.2	 	Interpretation and construction
	 
	 	 	The principles of interpretation, construction and calculation set forth in Clauses 2
(Interpretation) and 3 (Calculation) of the Schedule of Definitions apply to this Agreement
as if fully set forth herein.
	 
	1.3	 	Amendments to Schedule of Definitions
	 
	 	 	No amendment, restatement, supplement or other modification to the Schedule of Definitions
after the date of this Agreement shall affect the terms of this Agreement unless approved in
writing by the parties to this Agreement.






	1.4	 	The Agent
	 
	 	 	The parties to this Agreement acknowledge that the Agent is a party to this Agreement, inter
alia, for the purposes of:




1









 












	 	(a)	 	enforcing the right of the Company to obtain funds hereunder;
	 
	 	(b)	 	obtaining the benefit of the other obligations of the Subordinated Lender in
favour of the Company hereunder.






	 	 	The Agent shall have no responsibility or liability as a result of its being party to this
Agreement.






	2.	 	THE FACILITY
	 
	2.1	 	Facility
	 
	 	 	The Subordinated Lender hereby grants to the Company, upon the terms and subject to the
conditions hereof, a committed revolving credit facility in an aggregate amount equal to
€50,000,000 (the “Facility Amount”).
	 
	2.2	 	Borrowing request
	 
	 	 	The Company may from time to time request the Subordinated Lender to make an advance (each,
a “Subordinated Loan”) to the Company by delivering (or causing to be delivered) to the
Subordinated Lender a Subordinated Loan Borrowing Request, substantially in the form of
Exhibit A hereto (each, a “Subordinated Loan Borrowing Request”), no later than three
Business Days prior to the Loan Date for such Subordinated Loan (including the initial
Subordinated Loan).
	 
	2.3	 	Borrowing procedures
	 
	 	 	Each such Subordinated Loan Borrowing Request shall specify (i) the desired date of such
Subordinated Loan, which shall be a Settlement Date (each a “Loan Date”), (ii) the desired
amount of such Subordinated Loan, and (iii) all other information specified in Exhibit A.
	 
	2.4	 	Purpose
	 
	 	 	Except as provided in the Receivables Funding Agreement and the Receivables Servicing
Agreement, the proceeds of the Subordinated Loans made hereunder shall be used by the
Company to pay the Purchase Price of Purchased Receivables and Related Assets pursuant to,
and in accordance with, the Transaction Documents.
	 
	2.5	 	Availability
	 
	 	 	If the Company requests a Subordinated Loan pursuant to Clause 2.1 (Facility), the
Subordinated Lender will make such Subordinated Loan in accordance with the provisions
hereof on the Loan Date for such Subordinated Loan, unless on such Loan Date:






	 	(a)	 	after giving effect to such Subordinated Loan, the aggregate outstanding
principal amount of all Subordinated Loans would exceed the Facility Amount;




2









 






	 	(b)	 	a Subordinated Loan Event of Default shall have occurred and be continuing; or
	 
	 	(c)	 	an Insolvency Event shall have occurred with respect to the Company;






	 	 	provided that, in the event that any of the conditions specified in Clauses 2.5(a) through
(c) are not satisfied on any Loan Date, the Subordinated Lender may, if it so elects, make
such Subordinated Loan to the Company notwithstanding anything in this Clause 2.5 to the
contrary.
	 
	2.6	 	Limitation on Subordinated Loans
	 
	 	 	The parties hereto hereby acknowledge and agree that Subordinated Loans shall only be
requested and made hereunder at such times, and in such amounts, as is set forth in Clause
2.10 (Proceeds of Subordinated Loans) of the Receivables Funding Agreement.
	 
	3.	 	INTEREST, REPAYMENT AND PAYMENTS
	 
	3.1	 	Interest
	 
	 	 	The Company shall pay interest with respect to each Subordinated Loan on the aggregate
outstanding principal amount of such Subordinated Loan at a variable rate per annum equal to
EURIBOR from time to time in effect plus 2% (or at such other rate of interest that the
Company and the Subordinated Lender agree more accurately reflects a market rate of interest
(but no more than a market rate of interest) on loans similar to the loans to be made
hereunder). Any adjustment to the rate of interest within the range of EURIBOR plus 0.25%
and EURIBOR plus 5% does not require consent of the Agent, any adjustment outside of this
range does require the consent of the Agent. Such interest shall, in accordance with Clause
4.2 (Application of Collections allocated to the Company) of the Receivables Servicing
Agreement, be paid on each Settlement Date to the extent that the Company has available
funds that are not needed to satisfy Senior Obligations then due and owing.
	 
	3.2	 	Repayment
	 
	 	 	The Company shall, in accordance with Clause 4.2 (Application of Collections allocated to
the Company) of the Receivables Servicing Agreement, repay on each Settlement Date the
principal amount of the Subordinated Loans (or any portion thereof) from time to time
outstanding on such Settlement Date to the extent the Company has funds available therefor
under and pursuant to Clause 4 (Allocation, deposit and distributions of Collections) of the
Receivables Servicing Agreement; provided that, notwithstanding anything herein to the
contrary, the aggregate outstanding principal amount of all of the Subordinated Loans shall
in any event be due and payable not later than two years after the Final Payout Date.
	 
	3.3	 	Payments






	 	(a)	 	On each date on which this Agreement requires an amount to be paid by the
Company to the Subordinated Lender (including any amount to be paid by the Master
Servicer on behalf of the Company pursuant to the Receivables




3









 






	 	 	 	Servicing Agreement),
such amount shall be paid by wire transfer of Euro in same day funds to the
Subordinated Lender’s account at the location indicated in Schedule 1 (Payment
Information) to the Schedule of Definitions or to any other account specified by the
Subordinated Lender.
	 
	 	(b)	 	On each Loan Date, the Subordinated Lender shall remit the aggregate amount of
each Subordinated Loan to be made on such Loan Date to the Company by wire transfer of
Euro in same day funds to the Company’s account at the location indicated in Schedule 1
(Payment Information) to the Schedule of Definitions or to any other account specified
by the Company (provided that such monies must be remitted to the account of the
Company if the Agent shall have notified the Subordinated Lender and the Company to
such effect) for further payment to the Company or any Originator in respect of any
purchase of Receivables or Related Assets by the Company or any Originator).






	4.	 	REPRESENTATIONS AND WARRANTIES
	 
	4.1	 	Company’s representations and warranties
	 
	 	 	The Company represents and warrants to the Subordinated Lender that on the Closing Date and
on each Loan Date:






	 	(a)	 	it is a limited company duly incorporated and validly existing under the laws
of its jurisdiction of organisation and not in liquidation, with power to enter into
this Agreement and to exercise its rights and perform its obligations hereunder, and
all corporate and other action required to authorise its execution and performance of
this Agreement has been duly taken; and
	 
	 	(b)	 	it has not taken any corporate action nor have any other steps been taken or
legal proceedings been started or (to the best of the Company’s knowledge) threatened
against it for its suspension of payments, bankruptcy, winding-up or dissolution or for
any similar proceedings in any jurisdiction.






	4.2	 	Subordinated Lender’s representations and warranties
	 
	 	 	The Subordinated Lender represents and warrants to the Company and the Agent that on the
Closing Date and on each Loan Date:






	 	(a)	 	Corporate Existence and Power. It (i) is a limited company duly organised,
validly existing and in good standing under the laws of its jurisdiction of
organisation, (ii) has all corporate power and all licenses, authorisations, consents,
approvals and qualifications of and from all Official Bodies and other third parties
required to carry on its business in each jurisdiction in which its business is now and
proposed to be conducted (except where the failure to have any such licenses,
authorisations, consents, approvals and qualifications would not individually or in the
aggregate have a Material Adverse Effect), and (iii) is duly qualified to do business
in and in good standing in every other jurisdiction in which the nature of its business
requires it to be so qualified, except where the failure to be so qualified or in good




4









 






	 	 	 	standing would not individually or in the aggregate have a Material Adverse Effect.
	 
	 	(b)	 	Corporate and Governmental Authorisation; Contravention. The execution,
delivery and performance by it of this Agreement and the other Transaction Documents to
which it is a party (i) are within its corporate powers, (ii) have been duly authorised
by all necessary corporate and shareholder action, (iii) require no action by or in
respect of, or filing with, any Official Body or official thereof or third party, or
(iv) do not contravene or constitute a default under (A) its Organic Documents, (B) any
Law applicable to it, (C) any contractual restriction binding on or affecting it or its
property or (D) any order, writ, judgment, award, injunction, decree or other
instrument binding on or affecting it or its property.
	 
	 	(c)	 	Binding Effect. Each of this Agreement and the other Transaction Documents to
which it is a party has been duly executed and delivered and constitutes its legal,
valid and binding obligations, enforceable against it in accordance with its terms (as
such enforcement may be subject to any applicable Enforcement Limitation).
	 
	 	(d)	 	Tax. It is and will be tax resident in (a) member State of the European Union,
or (b) a country with which the United Kingdom has an income tax treaty with respect to
which the Subordinated Lender is and will be eligible for benefits.
	 
	 	(e)	 	Solvency. It is solvent and able to pay its debts as they fall due and has not
suspended or threatened to suspend making payments (whether of principal or interest)
with respect to all or any class of its debts and will not become insolvent or unable
to pay its debts in consequence of any obligation or transaction contemplated in the
Transaction Documents.
	 
	 	(f)	 	Insolvency procedures. No corporate action has been taken or is pending, no
other steps have been taken (whether out of court or otherwise) and no legal
proceedings (other than any frivolous and vexatious proceedings which are dismissed
within 10 days) have been commenced or are threatened or are pending for:






	 	(i)	 	its bankruptcy, liquidation, suspension of payments, controlled
management, winding-up, liquidation, dissolution, administration or
reorganisation; or
	 
	 	(ii)	 	it to enter into any composition or arrangement with its
creditors; or
	 
	 	(iii)	 	the appointment of a receiver, administrative receiver,
trustee or similar officer in respect of it or any of its property, undertaking
or assets.






	 	 	 	No event equivalent to any of the foregoing has occurred in or under the laws of any
relevant jurisdiction.




5









 












	5.	 	COVENANTS
	 
	 	 	At all times from the date hereof to the Final Payout Date, unless the Subordinated Lender
shall otherwise consent in writing:






	 	(a)	 	the Company shall obtain, comply with the terms of and do all that is necessary
to maintain in full force and effect all authorisations, approvals, licenses and
consents required to enable it lawfully to enter into and perform its obligations under
this Agreement or to ensure the legality, validity, enforceability or admissibility in
evidence of this Agreement;
	 
	 	(b)	 	the Company shall promptly notify the Subordinated Lender, the Master Servicer
and the Agent of the occurrence of any Subordinated Loan Event of Default hereunder;
	 
	 	(c)	 	the Company shall not engage in any business other than the transactions
contemplated by the Transaction Documents and activities reasonably incidental thereto;
and
	 
	 	(d)	 	the Company shall apply and otherwise use the proceeds of each Subordinated
Loan in accordance with Clause 2.4 (Purpose).






	6.	 	SUBORDINATED LOAN EVENTS OF DEFAULT
	 
	6.1	 	Subordinated Loan Events of Default
	 
	 	 	Each of the following shall constitute an “Subordinated Loan Event of Default”:






	 	(a)	 	any representation or statement made by the Company in this Agreement is or
proves to have been incorrect or misleading in any material respect when made;
	 
	 	(b)	 	the Company fails duly to perform or comply with any of the material
obligations expressed to be assumed by it in Clause 5 (Covenants); or
	 
	 	(c)	 	an Insolvency Event shall occur with respect to the Company.






	6.2	 	Remedies
	 
	 	 	Upon the occurrence of any Subordinated Loan Event of Default under Clause 6.1(c), the
Subordinated Loans shall become immediately due and payable together with accrued interest
thereon, and the Subordinated Lender’s commitment to make further Subordinated Loans
pursuant hereto shall forthwith be cancelled. Upon the occurrence of any other Subordinated
Loan Event of Default, the Subordinated Lender may by written notice to the Company (with a
copy to the Agent) declare the Subordinated Loans to be immediately due and payable together
with accrued interest thereon, and the Subordinated Lender’s commitment to make further
Subordinated Loans pursuant hereto shall forthwith be cancelled.




6









 






	7.	 	SUBORDINATION
	 
	7.1	 	Subordination
	 
	 	 	The payment and performance of the Lender Subordinated Obligations is hereby subordinated to
the Senior Obligations and, except as set forth in this Clause 7, the Subordinated Lender
will not ask, demand, sue for, take or receive from the Company, by setoff or in any other
manner, the whole or any part of any Lender Subordinated Obligation, unless and until the
Senior Obligations shall have been fully paid and satisfied (the temporary reduction of
outstanding Senior Obligations not constituting full payment or satisfaction thereof).
	 
	7.2	 	Lender Permitted Payments
	 
	 	 	To the extent that the Company has on a Settlement Date funds available to pay interest on,
or repay principal of, Subordinated Loans in accordance with Clause 4.2 (Application of
Collections allocated to the Company) of the Receivables Servicing Agreement that are not
needed to satisfy Senior Obligations then due and payable (“Lender Permitted Payments”), the
Company will use such available funds on such Settlement Date: (a) first, for the payment or
provision of payment when due of accrued interest pursuant to, and in accordance with,
Clause 3.1 (Interest); and (b) second, to the payment of the outstanding principal amount of
the Subordinated Loans pursuant to, and in accordance with, Clause 3.2 (Repayment).
	 
	7.3	 	No exercise of remedies
	 
	 	 	Prior to payment in full of the Senior Obligations, the Subordinated Lender shall have no
right to sue for or otherwise exercise any remedies with respect to any Lender Permitted
Payment, or otherwise take any action against the Company or the Company’s property with
respect to any Lender Permitted Payment.
	 
	7.4	 	Turnover
	 
	 	 	Should any payment or distribution be received by the Subordinated Lender upon or with
respect to the Lender Subordinated Obligations (other than Lender Permitted Payments) prior
to the satisfaction of all of the Senior Obligations, the Subordinated Lender shall receive
and hold the same in trust, as trustee, for the benefit of the holders of the Senior
Obligations, and shall forthwith deliver the same directly to the Agent (in the form
received, except where endorsement or assignment by the Subordinated Lender is necessary),
for application to the Senior Obligations, whether or not then due.
	 
	7.5	 	Claims, etc.
	 
	 	 	In the event of any Insolvency Event with respect to the Company (a) the Subordinated Lender
shall promptly file a claim or claims, in the form required in such Insolvency Event, for
the full outstanding amount of the Lender Subordinated Obligations, and shall use
commercially reasonable efforts to cause such claim or claims to be approved and all
payments or other distributions in respect thereof to be made directly to the Agent (for the
benefit of the holders of Senior Obligations) until all Senior Obligations shall have been
paid and performed in full and in cash, and




7









 






		 	(b) the Subordinated Lender shall not be
subrogated to the rights of any such holder to receive payments or distributions from the
Company until two years and one day after the Final Payout Date.
	 
	7.6	 	Reinstatement
	 
	 	 	If at any time any payment (in whole or in part) made with respect to any Senior Obligation
is rescinded or must be restored or returned (whether in connection with any Insolvency
Event or otherwise), the subordination provisions contained in this Clause 7 shall continue
to be effective or shall be reinstated, as the case may be, as though such payment had not
been made.
	 
	7.7	 	Continuing obligations
	 
	 	 	The subordination provisions contained in this Clause 7 shall not be impaired by amendment
or modification to the Transaction Documents or any lack of diligence in the enforcement,
collection or protection of, or realisation on, the Senior Obligations or any security
therefor.
	 
	8.	 	MISCELLANEOUS
	 
	8.1	 	Term of Agreement
	 
	 	 	This Agreement shall terminate on the Final Payment Date; provided that (a) the rights and
remedies of the Agent, the Administrator and the other Secured Parties with respect to any
representation and warranty made or deemed to be made by the Subordinated Lender pursuant to
this Agreement, and (b) the agreements set forth in Clauses 8.9 (Consent to disclosure),
8.10 (Confidentiality), 8.11 (No petition) and 8.12 (No recourse), shall be continuing and
shall survive any termination of this Agreement.
	 
	8.2	 	Waivers; amendments






	 	(a)	 	No failure or delay on the part of any party hereto in exercising any power,
right or remedy under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or remedy preclude any other
further exercise thereof or the exercise of any other power, right or remedy. The
rights and remedies herein provided shall be cumulative and nonexclusive of any rights
or remedies provided by law.
	 
	 	(b)	 	Any provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Company, the Subordinated Lender
and the Agent.






	8.3	 	Notices
	 
	 	 	All communications and notices provided for hereunder shall be provided in the manner
described in Clause 4 (Communications) of the Schedule of Definitions.




8









 






	8.4	 	Governing law; submission to jurisdiction; appointment of process agent






	 	(a)	 	This Agreement and, to the extent incorporated into, applied to or deemed
repeated in this Agreement, the Schedule of Definitions shall be governed by and
construed in accordance with English law.
	 
	 	(b)	 	The Subordinated Lender agrees that the courts of England shall have
jurisdiction to hear and determine any suit, action or proceeding, and to settle any
dispute, which may arise out of or in connection with this Agreement, any other
Transaction Document or the transactions contemplated hereby or thereby and, for such
purposes, irrevocably submits to the non-exclusive jurisdiction of such courts.
	 
	 	(c)	 	The Subordinated Lender for itself irrevocably waives any objection which it
might now or hereafter have to the courts referred to in clause (b) being nominated as
the forum to hear and determine any suit, action or proceeding, and to settle any
dispute, which may arise out of or in connection with this Agreement, any other
Transaction Document or the transactions contemplated hereby or thereby and agrees not
to claim that any such court is not a convenient or appropriate forum.
	 
	 	(d)	 	The submission to the jurisdiction of the courts referred to in Clause 8.4(b)
shall not (and shall not be construed so as to) limit the right of the Agent to take
proceedings against the Subordinated Lender or any of its property in any other court
of competent jurisdiction nor shall the taking of proceedings in any other jurisdiction
preclude the taking of proceedings in any other jurisdiction, whether concurrently or
not.
	 
	 	(e)	 	The Subordinated Lender hereby consents generally in respect of any legal
action or proceeding arising out of or in connection with this Agreement, any other
Transaction Document or the transactions contemplated hereby or thereby, to the giving
of any relief or the issue of any process in connection with such action or proceeding
including, without limitation, the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use) of any order or judgment
which may be made or given in such action or proceeding. Without limiting the
foregoing, the Subordinated Lender agrees to reimburse any successful claimant the
costs of any legal action or proceeding brought against the Subordinated Lender
pursuant to this Clause 8.4, including the cost of all stamp duties (if any) payable in
connection therewith.






	8.5	 	Integration
	 
	 	 	This Agreement contains the final and complete integration of all prior expressions by the
parties hereto with respect to the subject matter hereof and shall constitute the entire
Agreement among the parties hereto with respect to the subject matter hereof superseding all
prior oral or written understandings.




9









 






	8.6	 	Severability and partial invalidity






	 	(a)	 	Any term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction.
	 
	 	(b)	 	If a court of competent jurisdiction determines that any term or provision of
this Agreement as written is invalid or unenforceable, the parties agree that the court
making the determination of invalidity or unenforceability shall reduce the scope,
duration, or area of the term or provision, delete specific words or phrases, or
replace any invalid or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the invalid
or unenforceable term or provision, and this Agreement shall be enforceable as so
modified after the expiration of the time within which the court’s judgment may be
appealed.






	8.7	 	Counterparts; facsimile delivery
	 
	 	 	This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same Agreement. Delivery
by facsimile of an executed signature page of this Agreement shall be effective as delivery
of an executed counterpart hereof.
	 
	8.8	 	Successors and assigns; binding effect






	 	(a)	 	This Agreement shall be binding on the parties hereto and their respective
successors and assigns provided that the Subordinated Lender may not assign any of its
rights or delegate any of its duties hereunder or under any of the other Transaction
Documents to which it is a party without the prior written consent of the Agent and the
Master Servicer.
	 
	 	(b)	 	The Subordinated Lender hereby agrees and consents to the assignment by the CP
Lender from time to time of all or any part of its rights under, interest in and title
to this Agreement and the Asset Interest to any Program Support Provider. In addition,
each of the Company and the Subordinated Lender hereby consents to and acknowledges the
assignment by the CP Lender of all of its rights under, interest in and title to this
Agreement and the Asset Interest to the Agent. The Subordinated Lender hereby
acknowledges that it has read Clause 9.8 (Successors and assigns; binding effect) of
the Receivables Funding Agreement and hereby agrees that the CP Lender may assign its
right and interests in this Agreement to the same extent as provided for therein.






	8.9	 	Consent to disclosure
	 
	 	 	The Subordinated Lender hereby consents to the disclosure of any non-public information with
respect to it received by the Agent, any Secured Party or the Administrator to any other
Lender or potential Lender, the Agent, any nationally recognised statistical rating
organisation rating the CP Lender’s Commercial Paper,




10









 






	 	 	 any dealer or placement agent of or
depositary for the CP Lender’s Commercial Paper, the Administrator, any Program Support
Provider or any of such Person’s counsel or accountants in relation to this Agreement or any
other Transaction Document to the extent that such disclosure is, in the reasonable opinion
of the Person making such disclosure, appropriate in the context of the transactions
contemplated herein and in the other Transaction Documents or otherwise required in
connection with such Person’s Commercial Paper or other securitisation program or any
transaction contemplated therein.
	 
	8.10	 	Confidentiality






	 	(a)	 	The Subordinated Lender hereby agrees that it will not disclose the contents of
this Agreement or any other Transaction Document or any other proprietary or
confidential information disclosed to it by the Agent, the Administrator, any other
Secured Party or any Program Support Provider, respectively, to any other Person except
(i) its auditors and attorneys, employees or financial advisors (other than any
commercial bank) and any nationally recognised statistical rating organisation,
provided such auditors, attorneys, employees, financial advisors or rating agencies are
informed of the highly confidential nature of such information, (ii) an alternative
commercial source of financing in connection with a potential refinancing of the
Advances in the event that any Liquidity Bank shall have refused to extend the
Commitment Termination Date pursuant to Clause 2.10 (Non-renewing Liquidity Lenders) of
the Liquidity Agreement, or (iii) as otherwise required by applicable Law, by any order
of a court of competent jurisdiction or by any governmental, taxation or regulatory
authority.
	 
	 	(b)	 	Subject to Clause 8.9 (Consent to disclosure), the Agent hereby agrees that it
will not disclose this Agreement or any other Transaction Document or the terms thereof
or any confidential information of or with respect to the Subordinated Lender to any
other Person except as otherwise required by applicable Law, the applicable rules of
any stock exchange or similar body or order of a court of competent jurisdiction.






	8.11	 	No petition
	 
	 	 	The Subordinated Lender hereby covenants and agrees that:






	 	(a)	 	prior to the date which is one year and one day after the payment in full of
all outstanding Commercial Paper or other rated indebtedness of the CP Lender, it will
not institute against, or join any other Person in instituting against, the CP Lender
any proceeding of a type referred to in the definition of Insolvency Event; and
	 
	 	(b)	 	prior to the date which is two years and one day after the Final Payout Date,
it will not institute against, or join any other Person in instituting against, the
Company any proceeding of a type referred to in the definition of Insolvency Event.




11









 












	8.12	 	Limited recourse
	 
	 	 	The Subordinated Lender acknowledges and agrees that, notwithstanding anything to the
contrary contained in this Agreement:






	 	(a)	 	save as provided for in the Receivables Funding Agreement, the obligations of
the Company under the Transaction Documents to which it is a party are solely the
corporate obligations of the Company and shall be payable solely to the extent of funds
received by the Company in accordance herewith or from any party to any Transaction
Document in accordance with the terms thereof and available for such payment in
accordance with this Agreement and the other Transaction Documents; and
	 
	 	(b)	 	the obligations of the CP Lender under the Receivables Funding Agreement and
any other Transaction Document to which it is a party are solely the corporate
obligations of the CP Lender and shall be payable solely to the extent of funds
received from Collections or from any party to any Transaction Document in accordance
with the terms thereof in excess of funds necessary to pay matured and maturing
Commercial Paper.






	8.13	 	Contracts (Rights of Third Parties) Act (1999)
	 
	 	 	Except in respect of the Company, the Agent and the other Secured Parties, which Persons
(including, for the avoidance of doubt, their respective successors and permitted assigns)
are intended to have the benefit of this Agreement pursuant to the Contracts (Rights of
Third Parties) Act (1999), the parties hereto do not intend any term of this Agreement to be
enforceable pursuant to the Contracts (Rights of Third Parties) Act (1999).
	 
	 	 	EXECUTION
	 
	 	 	The parties hereto have shown their acceptance of the terms of this Agreement by executing
it below.




12









 











	 	 	 	 	 
	EXECUTION
	 	 	 	 
	 
	 	 	 	 
	SIGNED by                                         ,

	 	 	)	 
	                                        , duly authorised for

	 	 	)	 
	and on behalf of AGCO RECEIVABLES
	 	 	 	 
	LIMITED
	 	 	 	 
	 
	 	 	 	 
	SIGNED by                                         ,

	 	 	)	 
	                                        , duly authorised for

	 	 	)	 
	and on behalf of AGCO SERVICES

	 	 	)	 
	LIMITED
	 	 	 	 
	 
	 	 	 	 
	SIGNED by                                         ,

	 	 	)	 
	                                        , duly authorised for

	 	 	)	 
	and on behalf of AGCO LIMITED

	 	 	)	 
	 
	 	 	 	 
	SIGNED by                                         ,

	 	 	)	 
	                                        , duly authorised for

	 	 	)	 
	and
on behalf of COÖPERATIEVE

	 	 	)	 
	CENTRALE RAIFFEISEN-

	 	 	)	 
	BOERENLEENBANK B.A TRADING

	 	 	)	 
	AS RABOBANK INTERNATIONAL,

	 	 	)	 
	LONDON BRANCH

	 	 		 






S-1









 






EXHIBIT A

FORM OF SUBORDINATED LOAN BORROWING REQUEST



AGCO RECEIVABLES LIMITED (the “Company”), pursuant to Clause 2.1 (Facility) of the Subordinated
Loan Agreement, dated [•] 2006 (as amended, modified, or supplemented from time to time, the
“Agreement”), among the Company, as borrower, AGCO Limited, as Master Servicer, and AGCO Services
Limited, as Subordinated Lender and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading
as Rabobank International), London Branch, as Agent, hereby requests that a Subordinated Loan be
made pursuant to the Agreement. Capitalised terms used herein and not otherwise defined herein
have the meaning assigned to them in the Agreement.




	 	 	 
	The Company hereby requests that:
	 	 
	 
	 	 
	The Loan Date of the Subordinated Loan will be:

	 	[•]
	 
	 	 
	The amount of the Subordinated Loan will be:

	 	[•]





The Company hereby certifies that the Subordinated Loan will be used to pay the Purchase Price of
Receivables to be purchased from the relevant Originator. The Company hereby further certifies as
of the date hereof that the conditions precedent to such Subordinated Loan set forth in the
Agreement have been satisfied, and that all of the representations and warranties made in Clause 4
(Representations and warranties) of the Agreement are true and correct on and as of the Loan Date,
both before and after giving effect to such Subordinated Loan.




Dated:




[•]




By:




Name:

Title: