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doctype: Second Amended and Restated Receivables Sale Agreement

MERITOR INC. SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (2002-12-17)

THIS SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of September 26, 2002, among ArvinMeritor Receivables Corporation, a Delaware corporation (the "Seller"), ArvinMeritor, Inc., an Indiana corporation (the "Initial Collection Agent," and, together with any successor thereto, the "Collection Agent"), the Related Committed Purchasers party hereto (the "Related Committed Purchasers"), Giro Balanced Funding Corporation ("GBFC"), La Fayette Asset Securitization LLC ("La Fayette"), Amsterdam Funding Corporation ("Amsterdam"), the other Conduit Purchasers from time to time party hereto, Credit Lyonnais, acting through its New York Branch, as agent for the Purchasers (the "Agent") and as a Purchaser Agent, Bayerische Landesbank, New York Branch ("BLB"), as a Purchaser Agent, ABN AMRO Bank N.V. ("ABN AMRO"), as a Purchaser Agent and the other Purchaser Agents from time to time to the party hereto. Certain capitalized terms used herein, and certain rules of construction, are defined in Schedule I.

ESSENDANT INC. SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (2003-03-31)

THIS USFS SUBORDINATED NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

ESSENDANT INC. SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (2003-03-31)

THIS USFS SUBORDINATED NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

MERITOR INC. SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (2003-05-13)

THIS SECOND AMENDMENT (the "Amendment"), dated as of March 24, 2003, is entered into among ArvinMeritor Receivables Corporation, a Delaware corporation (the "Seller"), ArvinMeritor, Inc., an Indiana corporation (the "Initial Collection Agent," and, together with any successor thereto, the "Collection Agent"), the Related Committed Purchasers party hereto (the "Related Committed Purchasers"), Giro Balanced Funding Corporation ("GBFC"), La Fayette Asset Securitization LLC ("La Fayette"), Amsterdam Funding Corporation ("Amsterdam"), the other Conduit Purchasers from time to time party hereto, Credit Lyonnais, acting through its New York Branch, as agent for the Purchasers (the "Agent") and as a Purchaser Agent, Bayerische Landesbank, New York Branch ("BayernLB"), as a Purchaser Agent and ABN AMRO Bank N.V. ("ABN AMRO"), as a Purchaser Agent.

MERITOR INC. SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (2003-12-19)

THIS THIRD AMENDMENT (the "Amendment"), dated as of September 25, 2003, is entered into among ArvinMeritor Receivables Corporation, a Delaware corporation (the "Seller"), ArvinMeritor, Inc., an Indiana corporation (the "Initial Collection Agent," and, together with any successor thereto, the "Collection Agent"), the Related Committed Purchasers party hereto (the "Related Committed Purchasers"), Credit Lyonnais, acting through its New York Branch, as agent for the Purchasers (the "Agent") and as a Purchaser Agent, Bayerische Landesbank, New York Branch ("BayernLB"), as a Purchaser Agent and ABN AMRO Bank N.V. ("ABN AMRO"), as a Purchaser Agent.

QUEST DIAGNOSTICS INC. SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (2004-04-30)

THIS SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this "Agreement"), dated as of April 20, 2004 is entered into by and between:

MERITOR INC. SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (2004-09-23)

THIS FIFTH AMENDMENT (the _“ Amendment”_), dated as of September 23, 2004, is entered into among ArvinMeritor Receivables Corporation, a Delaware corporation (the _“ Seller”_), ArvinMeritor, Inc., an Indiana corporation (the _“ Initial Collection Agent,”_ and, together with any successor thereto, the _“ Collection Agent”_), the Related Committed Purchasers party hereto (the _“ Related Committed Purchasers”_), Calyon, acting through its New York Branch, as agent for the Purchasers (the _“ Agent”_) and as a Purchaser Agent, Bayerische Landesbank, New York Branch ( _“ BayernLB”_), as a Purchaser Agent and ABN AMRO Bank N.V. ( _“ ABN AMRO”_), as a Purchaser Agent.

MERITOR INC. SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (2004-12-16)

THIS FOURTH AMENDMENT (the "Amendment"), dated as of March 1, 2004, is entered into among ArvinMeritor Receivables Corporation, a Delaware corporation (the "Seller"), ArvinMeritor, Inc., an Indiana corporation (the "Initial Collection Agent," and, together with any successor thereto, the "Collection Agent"), the Related Committed Purchasers party hereto (the "Related Committed Purchasers"), Credit Lyonnais, acting through its New York Branch, as agent for the Purchasers (the "Agent") and as a Purchaser Agent, Bayerische Landesbank, New York Branch ("BayernLB"), as a Purchaser Agent and ABN AMRO Bank N.V. ("ABN AMRO"), as a Purchaser Agent.

SIRVA INC. SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (2006-12-29)

Rock-Tenn CO. SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (2008-11-26)

This is Exhibit I to the Agreement (as hereinafter defined).

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