Clause

Page

1.

Definitions and Interpretation

3

2.

The Facility

16

3.

Purpose

16

4.

Conditions of Utilisation

16

5.

Utilisation

17

6.

Repayment

18

7.

Prepayment and Cancellation

18

8.

Interest

21

9.

Interest Periods

22

10.

Changes to the Calculation of Interest

23

11.

Fees

23

12.

Tax Gross Up and Indemnities

23

13.

Increased Costs

27

14.

Other Indemnities

29

15.

Costs and Expenses

30

16.

Guarantee and Indemnity

30

17.

Representations

34

18.

Information Undertakings

40

19.

General Undertakings

42

20.

Events of Default

49

21.

Changes to the Lender

54

22.

Changes to the Obligors

56

23.

Payment Mechanics

56

24.

Set-Off

57

25.

Notices

57

26.

Day count convention

60

27.

Partial Invalidity

60

28.

Remedies and Waivers

60

29.

Amendments and Waivers

60

30.

Confidential Information

60

31.

Counterparts

63

32.

Force majeure and limitation of liability

63

33.

Governing Law

64

34.

Jurisdiction

64

Schedule

Schedule 1.

Conditions Precedent

65

Schedule 2.

Form of Utilisation Request

67

Schedule 3.

Form of Compliance Certificate

68

(1)

AUTOLIV AB (incorporated under the laws of Sweden) (the “Borrower”);

(2)

AUTOLIV, INC. (incorporated under the laws of the State of Delaware, USA) (the “Autoliv”)

(3)

AUTOLIV ASP, INC. (incorporated under the laws of the State of Indiana, USA) (the “Autoliv ASP”);

(4)

AB SVENSK EXPORTKREDIT (publ) (the “Lender”).

1.

Definitions and Interpretation

1.1

Definitions

(a)

the amount of any outstanding Loans; and

(b)

in relation to any proposed Utilisation, the amount of any Loan that is due to be made on or before the proposed Utilisation Date.

(a)

the Lender’s cost of funds which the Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the Termination Date in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the Termination Date;

(b)

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the Termination Date.

(a)

is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 30 (Confidential Information); or

(b)

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(c)

is known by the Lender before the date the information is lawfully obtained by the Lender after that date, from a source which is, as far as the Lender is aware, unconnected with the Group and which, in either case, as far as the Lender is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

(a)

it is or becomes unlawful for EKN to perform or comply with any of its obligations under the EKN Documents or for the Lender to receive the benefit of the EKN Documents;

(b)

any obligation or obligations of EKN under the EKN Documents are not or cease to be legal, valid, binding or enforceable or the EKN Documents is not or ceases to be in full force and effect;

(c)

EKN avoids, rescinds, repudiates, suspends, cancels or terminates all or any material part of the EKN Documents or evidences an intention to or purports to avoid, rescind, repudiate, suspend, cancel or terminate all or part of the EKN Documents; or

(d)

any event or circumstance arises which (in the opinion of the Lender) could reasonably be expected to jeopardise the validity of the EKN Documents or otherwise means that the conditions of or to the EKN Documents are not being complied with..

(a)

any release, emission, leakage, or spillage of any Dangerous Substance into any part of the environment; or

(b)

any accident, fire, explosion or sudden event which is directly or indirectly caused by or attributable to any Dangerous Substance; or

(c)

any other pollution of the environment.

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

(a)

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b)

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

(a)

monies borrowed;

(b)

any debenture, bond, note, loan stock or other security;

(c)

any acceptance credit;

(d)

receivables sold or discounted (otherwise than on a non-recourse basis);

(e)

the acquisition cost of any asset to the extent payable before or after the time of acquisition or possession by the party liable where the advance or deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset;

(f)

any lease entered into primarily as a method of raising finance or financing the acquisition of the asset leased;

(g)

any currency swap or interest swap, cap or collar arrangement or other derivative instrument (and when calculating the value of any such transaction, only the marked-to-market value shall be taken into account);

(h)

any amount raised under any other transaction having the commercial effect of a borrowing or raising of money; or

(i)

any guarantee, indemnity or similar assurance against financial loss of any person.

(a)

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the relevant Interest Period; and

(b)

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the relevant Interest Period,

(a)

the consolidated financial condition or business of the Group as a whole; or

(b)

the ability of the Borrower or the Guarantors to perform its payment obligations under this Agreement.

(a)

(i)

the book value of whose assets (consolidated if it itself has Subsidiaries) equals or exceeds ten per cent. of the book value of the consolidated total assets of the Group; or

(ii)

whose revenues (consolidated if it itself has Subsidiaries) equal or exceed ten per cent. of the revenues of the Group taken as a whole; or

(iii)

whose trading profits (consolidated if it itself has Subsidiaries) before interest and tax equal or exceed ten per cent. of the trading profits before interest and tax of the Group as a whole, as determined by reference to the most recent accounts of the Subsidiary and the most recent consolidated accounts of the Group; or

(b)

any Subsidiary of the Borrower which becomes a member of the Group after the date of the latest consolidated accounts of the Group at the time of determination and which would fulfil any of the tests in (a)(i), (ii) or (iii) above if tested on the basis of its latest accounts (consolidated if it itself has Subsidiaries) and those latest accounts of the Group; or

(c)

prior to the delivery of each set of accounts pursuant to Clause Financial information (Financial information), any Subsidiary of the Borrower to which has been transferred (whether by one transaction or a series of transactions, related or not) the whole or substantially the whole of the assets of a Subsidiary which immediately prior to such transaction or any of such transactions was a Material Subsidiary.

(a)

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

(a)

in relation to Autoliv, the audited consolidated financial statements of the Group for the financial year ended 31 December 2019; and

(b)

in relation to each Obligor other than Autoliv, its audited financial statements for its financial year ended 31 December 2019.

(a)

that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person or a country or territory that is subject to nationwide or territory wide Sanctions which directly apply to that person);

(b)

that is directly or indirectly owned or controlled by or, acting on behalf of, a person referred to in (a); or

(a)

the US Government, including the US Department of the Treasury (including its Office of Foreign Assets Control), the US Department of State, and the US Department of Commerce;

(b)

the United Nations Security Council;

(c)

the European Union (including sanctions imposed against certain states, organisations and individuals under the European Union’s Common Foreign and Security Policy);

(d)

the United Kingdom (including Her Majesty’s Treasury);

(e)

Japan; or

(f)

the Swedish Government,

(a)

the methodology, formula or other means of determining the Screen Rate has, in the opinion of the Lender, materially changed; or

(b)

either:

(i)

the administrator of the Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

(ii)

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of the Screen Rate is insolvent,

(c)

the administrator of the Screen Rate publicly announces that it has ceased or will cease, to provide the Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide the Screen Rate; or

(d)

the supervisor of the administrator of the Screen Rate publicly announces that the Screen Rate has been or will be permanently or indefinitely discontinued; or

(e)

the administrator of the Screen Rate or its supervisor announces that the Screen Rate may no longer be used; or

(f)

the administrator of the Screen Rate determines that the Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fall-back policies or arrangements and either:

(i)

the circumstances or events leading to such determination are not (in the opinion of the Lenders and the Borrower) temporary; or

(ii)

the Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than 6 months; or

(g)

in the opinion of the Lender and the Borrower, the Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

(a)

the applicable Screen Rate; or

(b)

(if no Screen Rate is available for SEK for the Interest Period of that Loan or Unpaid Sum) the Interpolated Screen Rate for the relevant Interest Period; or

(c)

(if no Screen Rate is available for SEK and it is not possible to calculate an Interpolated Screen Rate for the Interest Period of that Loan or Unpaid Sum) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Lender at its request quoted by the Reference Banks to leading banks in the Stockholm interbank market,

(a)

a Borrower which is resident for tax purposes in the US; or

(b)

an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

(a)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b)

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

1.2

Construction

(a)

the “Lender”, “EKN”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(b)

“assets” includes present and future properties, revenues and rights of every description;

(c)

An “EKN Document”, a “Finance Document” or any other agreement or instrument is a reference to that EKN Document, Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(d)

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(e)

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(f)

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(g)

a provision of law is a reference to that provision as amended or re-enacted; and

(h)

a time of day is a reference to Stockholm time.

1.3

EKN override

(a)

Notwithstanding anything to the contrary in any Finance Document, nothing in any Finance Document shall oblige the Lender to act (or omit to act) in a manner that is inconsistent with any requirement of EKN under or in connection with the EKN Documents and, in particular, the Lender shall:

(i)

be authorised to take all such actions as it may consider necessary to ensure that all requirements of EKN under or in connection with the EKN Documents are complied with in all respects (whether or not such requirements are inconsistent with any terms of any Finance Documents) and take such action as may be reasonably necessary, to ensure that the EKN Documents continues in full force and effect; and

(ii)

not be obliged to do anything if, in its opinion, to do so could (A) result in a breach of any requirement of EKN under or in connection with the EKN Documents, (B) affect the validity of the EKN Documents or (C) otherwise result in an EKN Mandatory Prepayment Event.

1.4

Instructions from EKN

(a)

The Parties acknowledge and agree that, in accordance with the terms of the EKN Documents, EKN may, at any time, instruct the Lender to suspend or to cease to perform any or all of its obligations under this Agreement or any other Finance Document. The Lender will be required to comply with any such instruction. The Borrower agrees that it will not hold the Lender responsible for complying with any such instruction.

(b)

The Borrower acknowledges and agrees that:

(i)

The Lender may be required to exercise, or to refrain from exercising, its rights, powers, authorities and discretions under, and performing its obligations under, or in connection with, the Finance Documents, in accordance with any instructions given to it by EKN in accordance with the provisions of the EKN Documents; and

(ii)

The Lender will not be acting or making any determination unreasonably if such action or such determination is made in accordance with the EKN Documents or any instructions given to it by EKN in accordance with the provisions of the EKN Documents.

2.

The Facility

3.

Purpose

4.

Conditions of Utilisation

4.1

Initial conditions precedent

4.2

Further conditions precedent

(a)

no Default is continuing or would result from the proposed Loan;

(b)

the representations in Clause 17.27 (Repetition) to be made by each Obligor are true in all material respects;

(c)

no EKN Mandatory Prepayment Event has occurred or would result from the proposed Loan;

(d)

the Lender has not received a notice from EKN requesting that any advances be suspended or terminated under this Agreement; and

(e)

the Lender is satisfied that the EKN Guarantee is or will be in full force and effect and provides cover, in accordance with its terms.

4.3

Maximum number of Loans

5.

Utilisation

5.1

Delivery of a Utilisation Request

5.2

Completion of a Utilisation Request

(a)

the proposed Utilisation Date is a Business Day within the Availability Period;

(b)

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(c)

the proposed Interest Period complies with Clause 9 (Interest Periods).

5.3

Currency and amount

5.4

Cancellation of Commitment

6.

Repayment

6.1

Repayment of Loans

(a)

The Borrower shall repay the Tranche A Loan in full, on the Tranche A Termination Date.

(b)

Any amounts outstanding in respect of Tranche A or the Tranche A Loan on the Tranche A Termination Date shall be repaid on the Tranche A Termination Date.

(c)

The Borrower shall repay the Tranche B Loan in full, on the Tranche B Termination Date.

(d)

Any amounts outstanding in respect of Tranche B or the Tranche B Loan on the Tranche B Termination Date shall be repaid on the Tranche B Termination Date.

6.2

Reborrowing

7.

Prepayment and Cancellation

7.1

Illegality

(a)

the Lender shall promptly notify the Borrower upon becoming aware of that event;

(b)

upon the Lender notifying the Borrower, the Commitment will be immediately cancelled; and

(c)

the Borrower shall repay the Loans made to the Borrower on the last day of the Interest Period for each Loan occurring after the Lender has notified the Borrower or, if earlier, the date specified by the Lender (being no earlier than the last day of any applicable grace period permitted by law) and the Commitment shall be cancelled in the amount of the participations repaid.

7.2

EKN Mandatory Prepayment Event

(a)

The Lender shall promptly notify the Borrower upon becoming aware of that event;

(b)

the Lender shall not be obliged to fund a Utilisation; and

(c)

the Lender shall, by not less than three Business Days' notice to the Borrower, cancel the Commitment and declare the whole or a part of the outstanding Loans, together with accrued interest, and all other amounts due and payable under the Finance Documents, immediately due and payable, whereupon the Commitment will be cancelled and the whole or a part of the outstanding Loans and all other amounts will become immediately due and payable.

7.3

Voluntary cancellation

7.4

Voluntary prepayment of Loans

7.5

Additional right of prepayment and cancellation

(a)

any sum payable to the Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up);

(b)

the Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs);

(i)

the Borrower shall prepay the Loans; and

(ii)

the Commitment shall be cancelled.

7.6

Mandatory Prepayment

(a)

If, at any time after the date of this Agreement:

(i)

it is or becomes unlawful for any Obligor to perform any of its material obligations under the Finance Documents; or

(ii)

the guarantee of the Guarantors is not effective or is alleged to be ineffective for any reason,

(A)

cancel the Commitment; and/or

(B)

demand that all or part of the Loans, together with accrued interest and all other amounts accrued under the Finance Documents, be repaid forthwith, whereupon they shall be repaid forthwith.

(b)

If, at any time after the date of this Agreement:

(i)

a representation or warranty made, repeated or deemed to be repeated under Clause 17.26 (Sanctions) is incorrect in any material respect when made, repeated or deemed to be repeated; or

(ii)

an Obligor does not comply with Clause 19.18 (Sanctions),

(A)

reduce the Commitments to zero; and

(B)

demand that all or part of the Loans, together with accrued interest and all its other amounts accrued and owing to it under the Finance Documents, be repaid forthwith, whereupon they shall be repaid immediately.

(c)

If a Change of Control occurs, the Borrower shall promptly notify the Lender upon becoming aware of that Change of Control and the Lender shall have the right, within one month (or such longer period as the Borrower and the Lender may agree) of the Lender receiving notice of the Change of Control under this Clause 7.5 (c) (Change of Control), to by notification to the Borrower (a “Notification of Reduction”), the Commitment under this Agreement to zero. Thirty (30) days following receipt of a Notification of Reduction the Commitment will be cancelled in full and the Borrower shall repay the Loans together with accrued interest and all other amounts accrued under the Finance Documents.

7.7

Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c)

If any part of the Commitment is cancelled the Borrower shall within five (5) Business Days of the Lender’s demand (including calculations in reasonable detail) compensate the Lender for any costs that the Lender reasonably incurs (including but not limited to costs related to the unwinding of swaps) due to the fact that the Lender’s funding of the Commitment (or part thereof) is not being utilised by the Borrower.

(d)

If the Lender receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to the Borrower, Guarantors and EKN, as appropriate.

(e)

The Borrower may not reborrow any part of the Facility, which is prepaid.

(f)

The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.

8.

Interest

8.1

Calculation of interest

(a)

The rate of interest on each Tranche A Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i)

Tranche A Margin; and

(ii)

STIBOR.

(b)

The rate of interest on each Tranche B Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i)

Tranche B Margin; and

(ii)

STIBOR.

8.2

Payment of interest

8.3

Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 1 per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan. Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by the Obligor on demand by the Lender.

(b)

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i)

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii)

the rate of interest applying to the overdue amount during that first Interest Period shall be 1 per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.

(c)

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

9.

Interest Periods

9.1

Selection of Interest Periods

(a)

The Interest Period for a Loan is three (3) Months or any other period agreed between the Borrower and the Lender.

(b)

An Interest Period for a Loan shall not extend beyond the Termination Date.

(c)

Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

9.2

Non-Business Days

10.

Changes to the Calculation of Interest

10.1

Screen Rate Replacement Event

10.2

Break Costs

11.

Fees

11.1

Arrangement Fee

11.2

Commitment fee

12.

Tax Gross Up and Indemnities

12.1

Definitions

(a)

In this Agreement:

(b)

Unless a contrary indication appears, in this Clause 12 (Tax Gross Up and Indemnities) a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

12.2

Tax gross-up

(a)

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly.

(c)

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e)

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Lender evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.3

Tax indemnity

(a)

The Borrower shall (within three (3) Business Days of demand by the Lender) pay to the Lender an amount equal to the loss, liability or cost which the Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax by the Lender in respect of a Finance Document.

(b)

Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on the Lender:

(A)

under the law of the jurisdiction in which the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Lender is treated as resident for tax purposes; or

(B)

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Lender; or

(ii)

to the extent a loss, liability or cost:

(A)

is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or

(B)

relates to a FATCA Deduction required to be made by a Party.

12.4

Tax Credit

(a)

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b)

the Lender has obtained and utilised that Tax Credit,

12.5

Stamp taxes

12.6

VAT

(a)

All amounts expressed to be payable under a Finance Document by any Party to the Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, if VAT is or becomes chargeable on any supply made by the Lender to any Party under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, that Party must pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and the Lender must promptly provide an appropriate VAT invoice to that Party).

(b)

Where a Finance Document requires any Party to reimburse or indemnify the Lender for any cost or expense, that Party shall reimburse or indemnify (as the case may be) the Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that the Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

12.7

FATCA information

(a)

Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(i)

confirm to that other Party whether it is:

(A)

a FATCA Exempt Party; or

(B)

not a FATCA Exempt Party;

(ii)

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii)

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b)

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c)

Paragraph (a) above shall not oblige the Lender to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(iii)

any duty of confidentiality.

(d)

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

12.8

FATCA Deduction

(a)

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Lender.

13.

Increased Costs

13.1

Increased costs

(a)

Subject to Clause 13.3 (Exceptions) the Borrower shall, within three (3) Business Days of a demand by the Lender, pay the amount of any Increased Costs incurred by the Lender as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

(b)

In this Agreement:

(i)

a reduction in the rate of return from the Facility or on the Lender’s overall capital;

(ii)

an additional or increased cost; or

(iii)

a reduction of any amount due and payable under any Finance Document,

(i)

the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(ii)

the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011 as amended, supplemented or restated; and

(iii)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

(i)

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

(ii)

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

13.2

Increased cost claims

13.3

Exceptions

(a)

Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i)

attributable to a Tax Deduction required by law to be made by an Obligor and compensated for in accordance with Clause 12.3 (Tax gross-up) such;

(ii)

attributable to a FATCA Deduction required to be made by a Party;

(iii)

compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);

(iv)

attributable to the gross negligence or wilful misconduct of the Lender under this Agreement or any law or regulation;

(v)

attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III and CRD IV) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, the Lender or any of its affiliates).

(b)

In this Clause 13.3 (Exceptions), a reference to a “Tax Deduction” has the same meaning given to that term in Clause 12.1 (Definitions).

14.

Other Indemnities

14.1

Currency indemnity

(a)

If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)

making or filing a claim or proof against that Obligor;

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

(b)

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2

Other indemnities

(a)

the occurrence of any Event of Default;

(b)

funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by the Lender alone);

(c)

a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; or

(d)

any costs, charges, fees, or expenses payable to EKN under the Finance Documents from time to time including, without limitation, in connection with the issuance, extension or amendment of any EKN Document, but excluding, for the avoidance of doubt, the EKN Guarantee premium.

15.

Costs and Expenses

15.1

Transaction expenses

(a)

this Agreement and any other documents referred to in this Agreement;

(b)

the EKN Documents; and

(c)

any other Finance Documents executed after the date of this Agreement.

15.2

Amendment costs

15.3

Enforcement costs

16.

Guarantee and Indemnity

16.1

Guarantee and indemnity

(a)

guarantees to the Lender punctual performance by the Borrower of all its obligations under the Finance Documents;

(b)

undertakes with the Lender that, whenever the Borrower does not pay any amount when due under any Finance Document, the Guarantor must immediately on demand by the Lender pay that amount as if it were the principal obligor (Sw: proprieborgen); and

(c)

indemnifies the Lender immediately on demand against any loss or liability suffered by the Lender if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal; the amount of the loss or liability under this indemnity will be equal to the amount the Lender would otherwise have been entitled to recover.

16.2

Continuing guarantee

16.3

Reinstatement

16.4

Waiver of defences

(a)

any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(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 over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e)

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)

any insolvency or similar proceedings.

16.5

Immediate recourse

16.6

Appropriations

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)

hold in an interest-bearing suspense account any moneys received from a Guarantor or on account of that Guarantor's liability under this Clause 16 (Guarantee and indemnity).

16.7

Deferral of Guarantors' rights

(a)

to be indemnified by an Obligor;

(b)

to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;

(c)

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents;

(d)

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 16 (Guarantee and indemnity);

(e)

to exercise any right of set-off against any Obligor; and/or

(f)

to claim or prove as a creditor of any Obligor in competition with the Lender.

16.8

Additional security

16.9

Consideration and enforceability

(a)

Each Guarantor represents, warrants and agrees that:

(i)

it will receive valuable direct and indirect benefits as a result of the transactions financed by the Loans; and

(ii)

these benefits will constitute "reasonably equivalent value" and "fair consideration" as those terms are used in the fraudulent transfer laws.

(b)

Each Guarantor acknowledges and agrees that the Lender has acted in good faith in connection with the guarantee granted under this Clause 16 (Guarantee and Indemnity), and the transactions contemplated by this Agreement.

(c)

This Clause 16 (Guarantee and Indemnity) shall be enforceable against each Guarantor to the maximum extent permitted by the fraudulent transfer laws.

(d)

A Guarantor's liability under this Clause 16 (Guarantee and Indemnity) shall be limited so that no obligation of, or transfer by, that Guarantor under this Clause 16 (Guarantee and Indemnity) is subject to avoidance and turnover under the fraudulent transfer laws.

(e)

For the purposes of this Clause, “fraudulent transfer laws” means applicable United States bankruptcy and state fraudulent transfer and conveyance statutes and the related case law.

16.10

US regulation relating to the Guarantor

(a)

In this Agreement:

(b)

Each Guarantor acknowledges that:

(i)

it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents;

(ii)

those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any fraudulent transfer law; and the Lender has acted in good faith in connection with the guarantee given by the Guarantor and the transactions contemplated by the Finance Documents.

(c)

The Lender agrees that each Guarantor's liability under this Clause is limited so that no obligation of, or transfer by, each Guarantor under this Clause is subject to avoidance and turnover under any fraudulent transfer law.

(d)

Each Guarantor represents and warrants that:

(i)

the aggregate amount of its debts (including its obligations under the Finance Documents) is less than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets;

(ii)

its capital is not unreasonably small to carry on its business as it is being conducted;

(iii)

it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and

(iv)

it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors.

(e)

Each representation and warranty in this subclause:

(i)

is made by the Guarantor on the date of this Agreement; and

(ii)

is deemed to be repeated on the date of each Utilisation Request and the first day of each Interest Period; and is, when repeated, applied to the circumstances existing at the time of repetition.

17.

Representations

17.1

Status

(a)

It is a corporation, duly incorporated and validly existing under the laws of the jurisdiction of its incorporation.

(b)

Each Material Subsidiary has the power to own its assets and carry on its business as it is being conducted.

17.2

Powers and authority

17.3

Binding obligations

17.4

Non-conflict with other obligations

(a)

any law or regulation applicable to it;

(b)

its or any of its Subsidiaries' constitutional documents; or

(c)

any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets in a manner which could reasonably be expected to have a Material Adverse Effect.

17.5

Validity and admissibility in evidence

(a)

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(b)

to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

17.6

No default

(a)

No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

(b)

No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject which might have a Material Adverse Effect.

17.7

Authorisations

(a)

All authorisations which would reasonably be considered to be required in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Finance Documents to which it is a party have been obtained or effected (as appropriate) and are in full force and effect.

(b)

All acts, conditions and things required to be done, fulfilled and performed under the laws of the United States of America in order to make the Finance Documents admissible in evidence in the United States of America have been done, fulfilled and performed.

17.8

No misleading information

17.9

Corruption

17.10

Environment

(a)

No claim (including any order, judgement or administrative proceedings of any governmental authority) against any member of the Group is current, pending or to its knowledge threatened in connection with (i) a breach or alleged breach of Environmental Laws, (ii) a fire, explosion or other event of any type involving a hazardous emission or substance, or (iii) any other environmental contamination, which, if adversely determined, is reasonably likely to have a Material Adverse Effect.

(b)

There are no conditions or circumstances associated with a member of the Group which could be subject to an order, judgement or administrative proceedings of any governmental authority resulting from or involving (i) a breach of Environmental Laws, (ii) a hazardous emission or substance, or (iii) any other environmental contamination, which is reasonably likely to have a Material Adverse Effect.

17.11

Financial statements

(a)

In the case of Autoliv, the audited consolidated accounts of the Group most recently delivered to the Lender (which, at the date of this Agreement, are the Original Financial Statements):

(i)

have been prepared in accordance with GAAP consistently applied; and

(ii)

fairly represent the consolidated financial condition of the Group as at the date to which they were drawn up.

(b)

In the case of each Obligor, other than Autoliv, its audited accounts most recently delivered to the Lender:

(i)

have been prepared in accordance with GAAP consistently applied; and

(ii)

fairly represent its financial condition as at the date to which they were drawn up.

17.12

Pari passu ranking

17.13

No proceedings

(a)

No litigation, arbitration or administrative proceedings are current or, to its knowledge, pending or threatened, which are reasonably to be expected to be adversely determined, and which might, if adversely determined, have a Material Adverse Effect.

(b)

In respect of any litigation, arbitration or administrative proceedings disclosed to the Lender prior to the date of this Agreement, there has been no development in the conduct of those proceedings which might have a Material Adverse Effect.

17.14

Taxes on payments

17.15

No immunity

17.16

Winding up: re-organisation etc.

17.17

Environmental Law

17.18

ERISA

17.19

Other regulation

17.20

Margin Stock

(a)

The proceeds of the Loans have been and will be used only for the purposes described in Clause 3 (Purpose).

(b)

No Obligor is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations U and X of the Board of Governors of the United States Federal Reserve System).

(c)

None of the transactions contemplated in this Agreement (including, without limitation, the borrowings hereunder and the use of the proceeds thereof) will violate or result in a violation of Section 7 of the Securities Exchange Act of 1934 (or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X).

17.21

Solvency

(a)

No Obligor has incurred and does not intend to incur or believe it will incur debts beyond its ability to pay as they mature.

(b)

No Obligor has made transfer or incurred any obligation under this Agreement with the intent to hinder, delay or defraud any of its present or future creditors.

(c)

For purposes of this Clause 17.21 (Solvency):

(i)

“debt” means any liability on a claim;

(ii)

“claim” means (A) any right to payment, whether or not that right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) any right to an equitable remedy for breach of performance if that breach gives rise to payment, whether or not the right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and

(iii)

terms used in this Clause 17.21 (Solvency) shall be construed in accordance with the applicable United States bankruptcy and New York fraudulent conveyance statutes and the related case law.

17.22

Stamp duties

17.23

No Security

17.24

Material adverse change

17.25

Anti-corruption law

17.26

Sanctions

(a)

is a Restricted Party; or

(b)

is, to the extent it is or should be aware, subject to or involved in any action, claim, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority;

(c)

has, to the best of their knowledge and belief, having made due and careful inquiry, directly or indirectly engaged in transactions on behalf of the Group or any Obligor with a Restricted Party save to the extent that such a transaction is expressly permitted by the relevant Sanctions; or

(d)

has directly or indirectly has engaged in or engages in transactions on behalf of the Group that evade or violate, are intended to evade or violate or attempt to evade or violate, any Sanctions.

17.27

Repetition

(a)

are made on the date of this Agreement; and

(b)

(with the exception of Clause 17.14 (Taxes on payments), Clause 17.22 (Stamp duties) and Clause 17.24 (Material adverse change)) are deemed to be repeated by each Obligor on the date of each Utilisation Request and the first day of each Interest Period, in each case with reference to the facts and circumstances then existing.

18.

Information Undertakings

18.1

Financial information

(a)

as soon as the same are available (and in any event within one hundred eighty (180) days of the end of each of its financial year):

(i)

its audited consolidated accounts for that financial year; and

(ii)

the audited accounts of Autoliv, the Borrower and Autoliv ASP for that financial year;

(b)

as soon as the same are available (and in any event within ninety (90) days of the end of the first half- year of each of its financial years):

(i)

its unaudited consolidated accounts for that half-year; and

(ii)

the unaudited accounts of the Borrower and Autoliv ASP for that half-year.

(c)

as soon as the same are available (and in any event within sixty (60) days of the end of each financial quarter):

(i)

its unaudited consolidated accounts for that financial quarter; and

(ii)

subject to paragraph (d) below, the unaudited accounts of  the Borrower and Autoliv ASP for that financial quarter.

(d)

as soon as the same are available (and in any event within one hundred twenty (120) days of the end of that financial quarter) the unaudited accounts of the Borrower and Autoliv ASP for the fourth quarter of that financial year.

18.2

Compliance Certificate

(a)

Autoliv shall supply to the Lender:

(i)

within five (5) Business Days of delivery of the accounts specified in paragraph (a)(i), (b)(i) and (c)(i) of Clause 18.1 (Financial information); and

(ii)

promptly at any other time, if the Lender so requests, a Compliance Certificate signed by one of its senior officers on its behalf:

(A)

setting out computations as to compliance with Clause 19.17 (Subsidiary Borrowings) as at the date at which the accounts referred to in paragraph (i) above were drawn up;

(B)

confirming the credit ratings which currently apply to the Autoliv's long term unsecured and unsubordinated debt; and

(C)

certifying that no Default is outstanding or, if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it.

(b)

Autoliv does not need to supply a Compliance Certificate (the First Certificate) with the audited consolidated accounts delivered in accordance with paragraph (a)(i) of Clause 18.1 (Financial information) if that First Certificate would be the same as the Compliance Certificate (the Second Certificate) supplied with the unaudited consolidated accounts delivered in accordance with paragraph (c)(i) of Clause 18.1 (Financial information) in respect of the fourth financial quarter of that financial year. Autoliv must instead confirm in writing to the Lender that the First Certificate would be the same as the Second Certificate.

18.3

Requirements as to financial statements

18.4

Information: miscellaneous

(a)

any press release issued by that Obligor and any information in the possession or control of any member of the Group regarding its financial condition and operations about matters which are reasonably likely to affect the Lender’s rights under the Finance Documents; and

(b)

(unless already provided to the Lender) promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending, and which might, if adversely determined, have a Material Adverse Effect on the financial condition of any Material Subsidiary or on the Group as a whole or on the ability of any Obligor to perform its obligations under this Agreement; and

(c)

promptly, such further information in the possession or control of any member of the Group regarding its financial condition and operations as the Lender may reasonably request;

(d)

immediately upon its occurrence, details of any change in the credit rating assigned to the Autoliv's long term unsecured and unsubordinated debt by either or both of the Rating Agencies;

(e)

promptly upon becoming aware of them, the details of any claim, action, suit, proceeding or investigation pursuant to Sanctions by any Sanctions Authority against it, any of its direct or indirect owners or any other member of the Group or any of their respective directors, officers or employees as well as information on what steps are being taken with regards to answer or oppose such; and

(f)

promptly upon becoming aware that it, any of its direct or indirect owners or any other member of the Group or any of their respective directors, officers or employees has become or is likely to become a Restricted Party.

18.5

Notification of default

18.6

“Know your customer” checks

(a)

Each Obligor must promptly on the request of the Lender supply to the Lender documentation or other evidence which is reasonably requested by the Lender (whether for itself or on behalf of any prospective new Lender) to enable the Lender or prospective new Lender to carry out and be satisfied with the results of all applicable know your customer requirements.

(b)

Each Lender agrees that any information it receives under this Clause 18.6 (“Know your customer requirements”) shall be kept confidential in accordance with Clause 30 (Confidential Information).

19.

General Undertakings

19.1

Authorisations

(a)

obtain, maintain and comply with the terms of; and

(b)

supply certified copies to the Lender of,

19.2

Compliance with laws

19.3

Pari passu ranking

19.4

Negative pledge

(a)

No Obligor shall, and the Borrower shall procure that no other member of the Group will, create or permit to subsist any Security on any of its assets (other than Unrestricted Margin Stock).

(b)

Paragraph (a) does not apply to:

(i)

any lien arising by operation of law in the ordinary course of business and securing amounts not more than thirty (30) days overdue;

(ii)

any Security disclosed in writing to the Lender prior to the execution of this Agreement which secures Financial Indebtedness outstanding at the date of this Agreement;

(iii)

any Security arising in relation to set-off arrangements between cash balances and bank borrowings with the same bank which arise in the ordinary course of business;

(iv)

any Security existing at the time of acquisition on or over any asset acquired by a member of the Group after the date of this Agreement which was not created in contemplation of or in connection with that acquisition, provided that the principal amount secured by such Security and outstanding at the time of acquisition is not subsequently increased and the Security is discharged within three months;

(v)

in the case of any company which becomes a member of the Group after the date of this Agreement, any Security existing on or over its assets when it becomes a member of the Group which was not created in contemplation of or in connection with it becoming a member of the Group, provided that:

(A)

the principal amount secured by such Security and outstanding when the relevant company became a member of the Group is not increased;

(B)

no amount is secured by any such Security which is not secured by the relevant Security when the relevant company becomes a member of the Group; and

(C)

the Security is discharged within three months;

(vi)

any Security replacing any of the Security permitted by paragraphs (iv) and (v), provided that the amount secured by any replacement Security shall not exceed the amount outstanding and secured by the original Security at the time of the creation of the replacement Security , the value of the replacement asset over which the replacement Security is created does not exceed the value of the asset over which the original Security was held, the replacement Security secures the same obligations as the original Security and such replacement Security is discharged within the original three-month period specified in paragraphs (iv) and (v); and

(vii)

any other Security provided that at the time that the Security is created, the aggregate amount of indebtedness secured by all Security permitted under this (b)(vii) of Clause 19.4 (other than those permitted by subparagraphs (b)(i) to (b)(vi) above of this Clause 19.4), when taken together with the aggregate value of financing raised or the amount involved in the financing of an asset in transactions described in Clause 19.5 (Transactions similar to security), does not exceed five per cent. of the book value of the consolidated total assets of the Group, as determined by reference to the most recent consolidated accounts of the Group delivered pursuant to Clause 18.1 (Financial information).

19.5

Transactions similar to security

(a)

No Obligor shall, and the Borrower shall procure that no other Material Subsidiary will:

(i)

sell, transfer or otherwise dispose of a material part of its assets (either in one transaction or a series of transactions, whether related or not) on terms whereby it is or may be leased to or re-acquired or acquired by a member of the Group or any of its related entities; or

(ii)

sell, transfer or otherwise dispose of any of its receivables on recourse terms, except for the discounting of bills or notes in the ordinary course of trading,

(b)

in each case, in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset, save where the aggregate of (a) financing raised or the amount involved in the financing of the acquisition of an asset in transactions described in this Clause 19.5 (Transactions similar to security) and (b) the Security permitted by sub- paragraph (b)(vii) of Clause 19.4 (Negative pledge), does not exceed five per cent. of the book value of the consolidated total assets of the Group, as determined by reference to the most recent consolidated accounts of the Group delivered pursuant to Clause 18.1 (Financial information).

19.6

Disposals

(a)

No Obligor shall, and the Borrower shall procure that no other Material Subsidiary will, either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any substantial part of its assets.

(b)

Paragraph (a) does not apply to:

(i)

disposals made in the ordinary course of business of the disposing entity; or

(ii)

disposals of assets in exchange for other assets comparable or superior as to type, value and quality; or

(iii)

disposals made on an arm’s length basis for full market consideration; or

(iv)

disposals made with the prior written consent of the Lender; or

(v)

any disposal of assets from:

(A)

an Obligor to another Obligor; or

(B)

a Material Subsidiary (other than an Obligor) to an Obligor or any other Subsidiary; or

(C)

any other Subsidiary of the Borrower to any member of the Group,

19.7

Merger

19.8

Change of business

19.9

Insurance

19.10

Third party guarantees

(a)

on the terms of the Finance Documents; or

(b)

any guarantee related to the purchase or supply of goods and/or services by such Obligor or a member of the Group or a consortium or a group of companies of which such Obligor or a member of the Group is a party, which guarantee is given in the ordinary course of business.

19.11

Notice requirements

(a)

non-compliance in any material respect with any Environmental Law or Environmental License of which it is aware;

(b)

any Environmental Claim or any other claim, notice or other communication served on it in respect of any alleged breach of any Environmental Law or Environmental License which could reasonably be expected to have a Material Adverse Effect;

(c)

any actual or suspected Environmental Contamination which might have a Material Adverse Effect;

(d)

any Reportable Event;

(e)

termination of any Plan maintained, or contributed to, by the Guarantor or any ERISA Affiliate or any action that might result in termination of a Plan; or

(f)

complete or partial withdrawal from any Multiemployer Plan by the Guarantor or any ERISA Affiliate or any action that might result in complete or partial withdrawal from any Multiemployer Plan.

19.12

Investment Company Act

19.13

Public utility status

19.14

ERISA

19.15

Margin Stock

19.16

Solvency

19.17

Subsidiary Borrowings

(a)

Autoliv shall procure that Subsidiary Borrowings shall at no time exceed US$600,000,000 (or its equivalent in another currency).

(b)

In this Clause 19.17 (Subsidiary Borrowings):

(i)

the outstanding principal amount of any monies borrowed;

(ii)

the outstanding principal amount of any debenture, bond, note, loan stock or other security;

(iii)

the outstanding principal amount of any acceptance under any acceptance credit opened by a bank or other financial institution and not attributable to goods or documents of title to goods in the ordinary course of documentary credit transactions;

(iv)

the principal amount, outstanding for more than ninety (90) days on its original terms and created in connection with the payment of the acquisition price of any asset before or after the time of acquisition or possession by the party liable, where the advance or deferred payment is arranged primarily as a method of raising finance or financing the acquisition of an asset;

(v)

any fixed or minimum premium payable on the repayment or redemption of any instrument referred to in subparagraph (b) above; and

(vi)

the outstanding principal amount of any indebtedness of any person of a type referred to in subparagraphs (a) - (e) above which is the subject of a guarantee indemnity and/or other form of assurance against financial loss.

(c)

For the purposes of this Clause 19.17 (Subsidiary Borrowings) figures shall be expressed in US Dollars and, where any currency has to be converted into US Dollars for this purpose, such conversion shall be made at the rate of exchange applied in the relevant financial accounts delivered under Clause 18.1 (Financial information).

19.18

Sanctions

(a)

Each Obligor shall ensure that none of them, nor any of their respective Subsidiaries or their (or their respective Subsidiaries’) directors, officers or employees when acting on behalf of the Group or any Obligor:

(i)

is or will become a Restricted Party;

(ii)

require the Lender to take any action that would cause it to violate any Sanctions, it being understood that the Lender can refuse to honour any such request otherwise validly made by a Borrower under this Agreement; and

(iii)

breach any Sanctions.

(b)

No Obligor will (and each Obligor shall ensure that none of their respective Subsidiaries will) directly or indirectly use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to, or for the benefit of, any person who, at the time at which such proceeds are used, lent, contributed or otherwise made available to, or for the benefit of, that person, is a Restricted Party.

(c)

Each Obligor will maintain policies designed to promote compliance by it and their respective Subsidiaries with Sanctions applicable to the Obligors and their respective Subsidiaries and the business of each Obligor and their respective Subsidiaries.

(d)

None of the undertakings set out in this Clause 19.18 (Sanctions) shall apply to any Obligor in so far as they would violate or expose any Party (including such Obligor) or any of its Subsidiaries or any director, officer or employee thereof to any liability under any anti-boycott or blocking law, regulation or statute that is in force from time to time and applicable to such entity (including without limitation EU Regulation (EC) 2271/96 and Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außen¬wirtschafts¬veror dnung – AWV) and the Swedish Law on EU Regulation (EC) 2271/96 (Lag (1997:825) om EG:s förordning om skydd mot extraterritoriell lagstiftning som antas av ett tredje land)).

19.19

Anti-Corruption

(a)

Each Obligor shall ensure that it, and each of its Subsidiaries:

(i)

maintains policies designed to promote compliance with applicable anti-corruption laws; and

(ii)

complies at all times (to the best of its knowledge and belief, having made due and careful enquiry) with those laws.

(b)

No Obligor will (and each Obligor shall ensure that none of their respective Subsidiaries will) directly or indirectly use the proceeds of the Loans for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other applicable jurisdictions.

19.20

Environmental compliance

(a)

all applicable Environmental Law; and

(b)

the terms and conditions of all Environmental Licenses applicable to it,

20.

Events of Default

20.1

Breach of Purpose

20.2

Non-payment

20.3

Other obligations

20.4

Misrepresentation

20.5

Cross default

(a)

Any Financial Indebtedness of a member of the Group is not paid when due or within any applicable grace period provided for in the relevant documentation.

(b)

An event of default howsoever described occurs under any document relating to Financial Indebtedness of a member of the Group.

(c)

Any Financial Indebtedness of a member of the Group becomes prematurely due and payable or is placed on demand as a result of an event of default (howsoever described) under the document relating to that Financial Indebtedness.

(d)

Any commitment for, or underwriting of, any Financial Indebtedness of a member of the Group is cancelled or suspended as a result of an event of default (howsoever described) under the document relating to that Financial Indebtedness.

(e)

Any Security securing Financial Indebtedness over any asset of a member of the Group becomes enforceable.

(f)

No Event of Default shall occur under this Clause 20.5 (Cross default) unless the aggregate amount of all the Financial Indebtedness with respect to which an event or events under paragraphs (a) to (e) above occurs or occur is at least US$80,000,000 (or its equivalent in other currencies).

20.6

Insolvency

(a)

An Obligor or any Material Subsidiary is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or to be insolvent, or admits inability to pay its debts as they fall due.

(b)

An Obligor or any Material Subsidiary suspends making payments on all or any class of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness.

(c)

An Obligor or any Material Subsidiary, by reason of financial difficulties, begins negotiations with one or more of its creditors (excluding the Lender) with a view to the readjustment or rescheduling of any of its indebtedness.

20.7

Insolvency proceedings

(a)

Any step (including petition, proposal or convening a meeting) is taken with a view to a composition, assignment or arrangement with any creditors of an Obligor or any Material Subsidiary.

(b)

A meeting of an Obligor or any Material Subsidiary is convened for the purpose of considering any resolution for (or to petition for) its winding-up or for its administration or any such resolution is passed.

(c)

Any person presents a petition for the winding-up or for the administration of an Obligor or any Material Subsidiary, other than a petition which is frivolous or vexatious, or which is dismissed within thirty (30) days.

(d)

An order for the winding-up or administration of an Obligor or any Material Subsidiary is made.

(e)

Any other step (including petition, proposal or convening a meeting) is taken with a view to the rehabilitation, administration, custodianship, liquidation, winding-up, reorganisation, bankruptcy or dissolution of an Obligor or

20.8

Appointment of receivers and managers

(a)

Any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or the like is appointed in respect of an Obligor or any Material Subsidiary or any part of its assets.

(b)

The directors of an Obligor or any Material Subsidiary requests the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or the like.

(c)

Any other steps are taken to enforce any Security over any part of the assets of an Obligor or any Material Subsidiary, unless such steps are considered (in the reasonable opinion of the Lender) to be frivolous or vexatious.

20.9

Creditors' process

20.10

Analogous proceedings

20.14

Unlawfulness

(a)

It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents.

(b)

Any obligation or obligations of an Obligor under any Finance Document are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively has or is reasonably likely to have a Material Adverse Effect.

20.15

Material litigation

20.16

Acceleration

(a)

Upon the occurrence of an Event of Default described in Clause 20.12 (US Bankruptcy Laws):

(i)

the Commitment will, if not already cancelled under this Agreement, immediately and automatically be cancelled; and

(ii)

the Loans, together with accrued interest, and all other amounts outstanding under the Finance Documents, will be immediately due and payable, without the requirement of notice or any other formality.

(b)

Upon the occurrence of an Event of Default and for as long as such Event of Default is continuing (other than an Event of Default described in Clause 20.12 (US Bankruptcy Laws) without prejudice to any of the rights and remedies of the Lender under any of the other Finance Documents or otherwise the Lender may:

(i)

cancel the Commitment; and/or

(ii)

demand that all or part of the Loans, together with accrued interest and all other amounts accrued under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(iii)

demand that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Lender.

20.17

Subrogation

(a)

The Borrower acknowledges that EKN may be subrogated to the rights of the Lender to the extent of any payment made by or on behalf of EKN under the EKN Guarantee.

(b)