THIRD AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT

THIRD AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT

This Third Amended And Restated Purchase And Sale Agreement dated as of September 8, 2009 (this " Agreement ") is among Meritor Heavy Vehicle Braking Systems (USA), Inc. , a Delaware corporation, and Meritor Heavy Vehicle Systems , LLC, a Delaware limited liability company (collectively, the " Originators "), Euclid Industries, LLC , a Delaware limited liability company, Meritor Transmission Corporation , a Delaware corporation, and ArvinMeritor Assembly LLC , a Delaware limited liability company (collectively, the " Withdrawing Originators ")and ArvinMeritor Receivables Corporation , Delaware corporation (" Buyer "). The parties agree as follows:

Preliminary Statement

The Buyer, the Withdrawing Originators, and the Originators are parties to a Second Amended and Restated Purchase and Sale Agreement, dated as of September 19, 2005, as amended prior to the date hereof (the " Existing Agreement ");

The Buyer is entering into a financing arrangements with GMAC Commercial Finance LLC, as Agent and Lender (“ GMAC ”) which may be inconsistent with certain terms of the Existing Agreement absent amendment; and

Subject to and upon the terms and conditions set forth herein, the Buyer and the Originators desire to amend and restate the Existing Agreement in the form of this Agreement;

Now, Therefore , in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Section 1.1     Defined Terms . In this Agreement, unless otherwise specified or defined herein: (a) capitalized terms are used as defined in the Loan and Security Agreement dated as of the date hereof (as amended or modified from time to time, the " Second Tier Agreement ") among Buyer, Parent, as initial Collection Agent (the " Initial Collection Agent "), the Lenders from time to time party thereto, and GMAC Commercial Finance LLC, as Agent, as such agreement may be amended or modified from time to time; and (b) terms defined in Article 9 of the UCC and not otherwise defined herein are used as defined in such Article 9 as in effect on the date hereof.

In addition, the following terms will have the meanings specified below:

“Account” means a "Account," as defined in the Second Tier Agreement, that is not a Designated Account.

" Available Funds " is defined in Section 2.3(b) hereof.

"Closing Date" means the date on which this Agreement and the Second Tier Agreement become effective in accordance with their terms.

"Collection Agent" means the Initial Collection Agent or any successor collection agent appointed in accordance with the terms of the Second Tier Agreement.

"Designated Account" means an Account owed to an Originator by an Affiliate of the Originator.

“Event of Bankruptcy” has the meaning given in the Second Tier Agreement.

"Excluded Losses " is defined in Section 7.1 hereof.

"Initial Funding Date " means the first Funding Date under the Second Tier Agreement.

“Lock-Box” means a postal box maintained on behalf of Borrower or the Collection Agent for the purpose of receiving checks and money orders constituting Collections of the Accounts.

"Lock-Box Account " means any of those bank accounts described on Exhibit A hereto and any additional or replacement account to which payments made to any Lock-Box, wire transfers, SWIFT, ACH or other electronic payments are deposited for clearing and which is subject to a control agreement in favor of Agent.

"Outstanding Balance" of any Account means the then-outstanding principal balance thereof.

"Parent" means ArvinMeritor, Inc., an Indiana corporation.

“Performance Undertaking” means the Performance Undertaking of even date herewith between Buyer and Parent.

“Setoff Limitation Agreement” has the meaning given in the Second Tier Agreement.

“Third Party Proceeds” has the meaning given in the Second Tier Agreement.

"Transaction Document" means any of this Agreement, the Second Tier Agreement, the Performance Undertaking, the Subordinated Notes, the Notes, and any other fee letters, fee letter agreements, instruments, certificates, agreements, reports and documents to be executed and delivered under or in connection with this Agreement or the Second Tier Agreement, as any of the foregoing may be amended, supplemented, amended and restated, or otherwise modified from time to time.

"Trigger Event" means that (x) the aggregate outstanding principal amounts of the Subordinated Notes (as defined in Section 2.3(b) below) exceeds the value of Buyer's interest in the Accounts (determined in accordance with GAAP), and (y) such condition has continued for five Business Days.

Section 1.2     Other Interpretive Matters . In this Agreement, unless otherwise specified: (a) references to any Section or Annex refer to such Section of, or Annex to, this Agreement, and references in any Section or definition to any subsection or clause refer to such subsection or clause of such Section or definition; (b) "herein, " "hereof " "hereto," "hereunder" and similar terms refer to this Agreement as a whole and not to any particular provision of this Agreement; (c) "including" means including without limitation, and other forms of the verb "to include” have correlative meanings; (d) the word " or " is not exclusive; and (e) captions are solely for convenience of reference and shall not affect the meaning of this Agreement.

Section 2.1     Purchase and Sale. On the terms and subject to the conditions set forth in this Agreement, each Originator hereby sells to Buyer, and Buyer hereby purchases from each Originator, all of such Originator's right, title and interest in, to and under the Accounts originated by such Originator, all Related Security, Lock-Box Accounts and all proceeds thereof (including all Collections with respect thereto), in each case whether now existing or hereafter arising or acquired (the “Sold Interest” ).

Section 2.2    Timing of Contribution, Purchases. All of the Accounts and Related Security that have not previously been sold to Buyer under the Existing Agreement and existing at the opening of the Originators' business on the Initial Funding Date are hereby sold to Buyer as of the Initial Funding Date. After the Initial Funding Date, each Account and Related Security shall be deemed to have been sold to Buyer imm ediately (and without further action by any Person) upon the creation of such Account. The proceeds with respect to each Account (including all Collections with respect thereto) shall be sold at the same time as such Account, whether such proceeds (or Collections) exist at such time or arise or are acquired thereafter.

(a)          The purchase price for Accounts sold on and subsequent to the Initial Funding Date shall be calculated in accordance with the provisions set forth in Exhibit B hereto.

(b)         On the Initial Funding Date and on each Business Day after the Initial Funding Date on which an Originator sells any Accounts originated by it to Buyer pursuant to the terms of Section 2.1, until the termination of the purchase and sale of Accounts under Section 6 hereof, Buyer shall pay to such Originator the purchase price of such Accounts (i) by depositing into such account as such Originator shall specify immediately available funds from monies then held by or on behalf of Buyer solely to the extent that such monies do not constitute Collections that are required to be identified or are deemed to be held by the Collection Agent pursuant to the Second Tier Agreement for the benefit of, or required to be distributed to, the Agent or the Lenders pursuant to the Second Tier Agreement or required to be paid to the Collection Agent as the Servicing Fee, or otherwise necessary to pay current expenses of Buyer (in its reasonable discretion), including without limitation payment of any Over Formula Advance (such available monies, the "Available Funds'') , and provided that such Originator has paid all amounts then due by such Originator hereunder, or (ii) by increasing the principal amount owed to such Originator under a promissory note (as amended or modified from time to time, each a "Subordinated Note" and collectively the "Subordinated Notes ") executed and delivered by Buyer to the order of such Originator pursuant to the Existing Agreement, as amended and restated as of the Initial Funding Date. The outstanding principal amount owed to an Originator under the related Subordinated Note may be reduced from time to time as provided in Section 3.2 hereof or by payments made by Buyer from Available Funds, provided that such Originator has paid all amounts then due by such Originator hereunder. Each Originator shall make all appropriate record keeping entries with respect to amounts due to such Originator under the related Subordinated Note to reflect payments by Buyer thereon and increases of the principal amount thereof, and such Originator's books and records shall constitute rebuttably presumptive evidence of the principal amount of and accrued interest owed to such Originator under the related Subordinated Note.

Section 2.4     No Recourse or Assumption of Obligations . Except as specifically provided in this Agreement, the contribution, purchase and sale of Accounts under this Agreement shall be without recourse to the Originators. Each Originator and Buyer intend the transactions hereunder to constitute true sales of Accounts by such Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Accounts originated by such Originator (such that the Accounts would not be property of such Originator's estate in the event of such Originator's bankruptcy). If, however, despite the intention of the parties, the conveyances provided for in this Agreement are determined not to be "true sales" of Accounts from the Originators to Buyer, then this Agreement shall also be deemed to be a "security agreement" within the meaning of Article 9 of the UCC and each Originator hereby grants to Buyer a "security interest" within the meaning of Article 9 of the UCC in all of such Originator's right, title and interest in and to the Accounts, all Related Security, Lock-Box Accounts and all proceeds thereof (including all Collections with respect thereto) originated by it, now existing and thereafter created, to secure a loan in an amount equal to the aggregate purchase prices therefor and each of such Originator's other payment obligations under this Agreement.

Buyer shall not have any obligation or liability with respect to any Account, nor shall Buyer have any obligation or liability to any Account Debtor or other customer or client of an Originator (including any obligation to perform any of the obligations of such Originator under any Account).

Section 3.1     Collection Agent. The Initial Collection Agent shall be responsible for the servicing, administration and collection of the Accounts, all on the terms set out in (and subject to any rights to terminate the Initial Collection Agent as Collection Agent pursuant to) the Second Tier Agreement. Under and subject to the terms of the Second Tier Agreement, the Initial Collection Agent has the right to appoint the Originators as a sub-collection agents, and the Initial Collection Agent has appointed each Originator as a sub-Collection Agent with respect to the Accounts originated by it to perform certain duties as more fully set forth in the Letter Agreement, dated as of the Closing Date, between the Initial Collection Agent and the Originators.

Section 3.2    Deemed Collections. If on any day the Outstanding Balance of an Account is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including any adjustment resulting from the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other reason not arising from the financial inability of the Account Debtor to pay undisputed indebtedness, the applicable Originator shall be deemed to have received on such day a Collection on such Account in the amount of such reduction or cancellation. If on any day any representation, warranty, covenant or other agreement of an Originator related to an Account is not true or is not satisfied, (i) such Originator shall be deemed to have received on such day a Collection in the amount of the Outstanding Balance of such Account and (ii) such Account shall thereupon be, or be deemed to be reconveyed to such Originator. Not later than the second Business Day after an Originator is deemed pursuant to this Section 3.2 to have received any Collections, such Originator shall transfer to Buyer, in immediately available funds, the amount of such deemed Collections; provided, however, an Over Formula Advance does not then exist under the Second Tier Agreement (whether or not caused by such deemed Collections), Buyer and such Originator may agree to reduce the outstanding principal amount of the Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any "account" that is deemed to have been reconveyed to an Originator pursuant to this Section 3.2, Buyer shall pay the applicable Originator an amount equal to the amount so collected, such amount to be payable not later than the second Business Day after Buyer has so collected such amount.

Section 3.3    Application of Collections. Any payment by an Account Debtor in respect of any indebtedness owed by it to the related Originator shall, except as otherwise specified by such Account Debtor (including by reference to a particular invoice), or required by the related contracts or law, be applied, first , as a Collection of any Account or Accounts then outstanding of such Account Debtor in the order of the age of such Accounts, starting with the oldest of such Accounts, and, second, to any other indebtedness of such Account Debtor to such Originator.

Section 3.4    Responsibilities of Originator. Each Originator shall pay when due all Tax Liabilities payable in connection with the Accounts originated by it or their creation or satisfaction (excluding Tax Liabilities on, or measured by, the overall net income or gross receipts of the Buyer). Each Originator shall perform all of its obligations under agreements related to the Accounts originated by it to the same extent as if interests in such Accounts had not been transferred hereunder. The Agent's or the Buyer's exercise of any rights hereunder or under the Second Tier Agreement shall not relieve any Originator from such obligations. Neither the Agent, any of the Lenders, nor the Buyer shall have any obligation to perform any obligation of any Originator in connection with the Accounts.

Section 4.1     Mutual Representations and Warranties . Each of the Originators and Buyer represents and warrants to the others as follows:

(a)      Existence and Power. It is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing, under the laws of its state of organization and in each jurisdiction in which the conduct of its business requires that it be qualified to do business and has all company power and authority and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted, except where failure to obtain such license, authorization, consent or approval would not have a material adverse effect on (i) its ability to perform its obligations under, or the enforceability of, any Transaction Document to which it is a party, (ii) its business or financial condition, (iii) the interests of Buyer or its assigns under the Transaction Documents or (iv) the enforceability or collectability of a material portion of the Accounts.

                  (b)   Authorization and No Contravention. Its execution, delivery and performance of each Transaction Document to which it is a party (i) are within its powers, (ii) have been duly authorized by all necessary company action, (iii) do not contravene or constitute a default under: (A) any applicable law, rule or regulation, (B) its charter or by-laws or operating agreement, as applicable, or (C) any material agreement, order or other instrument to which it is a party or its property is subject and (iv) will not result in any Adverse Claim on any Account, Related Security or Collection or give cause for the acceleration of any of its indebtedness.

                 (c)    No Consent Required . Other than the filing of financing statements no approval, authorization or other action by, or filings with, any Governmental Authority or other Person is required in connection with the execution, delivery and performance by it of any Transaction Document to which it is a party or any transaction contemplated thereby.

                 (d)   Binding Effect. Each Transaction Document to which it is a party constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, or other similar laws of general application relating to or affecting the enforcement of creditors' rights generally and subject to general principles of equity.

                 (e)    Accounting for Sale. It will not account for or otherwise treat the transactions contemplated hereby other than as a sale of Accounts or inconsistent with the Buyer's ownership interest in the Accounts, Related Security and Collections.

Section 4.2     Additional Representations by Each Originator . Each Originator further represents and warrants to Buyer as follows:

(a)   Perfection of Ownership Interest. Immediately preceding its sale of Accounts to Buyer, such Originator was the owner of, and effectively sold, such Accounts to Buyer. Each Account sold to Buyer is, at the time of its creation, a valid, bona fide obligation, representing an undisputed indebtedness incurred by the Account Debtor (and any other Person obligated on the Account) for property actually sold or delivered or for services completely rendered by an Originator; and the amount represented by the Originators to Buyer as owing by each Account Debtor is the correct amount actually owing (subject to credits, deductions or discounts given in the ordinary course of business and consistent with any Setoff Limitation Agreement); and such Account constitutes the legally valid and binding obligation of the applicable Account Debtor and is due and payable in accordance with its terms (subject to credits, deductions or discounts given in the ordinary course of business and consistent with any Setoff Limitation Agreement). Buyer owns the Accounts free and clear of any Adverse Claim other than the interests of the Lenders and the Agent therein that are created by the Second Tier Agreement and, in the case of Accounts not designated as Eligible Accounts, other Adverse Claims. Buyer's ownership interest in the Accounts originated by such Originator, together with the associated Related Security and Collections, is perfected.

                (b)   Accuracy of Information. All information furnished by each Originator in writing in connection with any Transaction Docume