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Additional Guarantors. If either # the total assets of all Domestic Subsidiaries that are not Guarantors, taken as a whole, as of the last day of the fiscal quarter set forth in the most recent financial statements delivered pursuant to Section 8.1(a), (b) or (d), is greater than ten percent (10%) of the consolidated total assets the Borrower and its Domestic Subsidiaries on such date or # the total revenue of all Domestic Subsidiaries that are not Guarantors, taken as a whole, for the period of four (4) consecutive fiscal quarters ending on the last day of the most recent fiscal quarter covered by such financial statements is greater than ten percent (10%) of the consolidated total revenue of the Borrower and its Domestic Subsidiaries for such period (an “Additional Guarantor Trigger Event”), then the Borrower shall, within forty-five (45) days after the delivery of a respective Compliance Certificate indicating that an Additional Guarantor Trigger Event has occurred, cause one or more Domestic Subsidiaries to become Guarantors and comply with the requirements of this [Section 8.12] (notwithstanding that such Domestic Subsidiary is an Immaterial Subsidiary) as necessary for the total assets and total revenue of all Domestic Subsidiaries that are not Guarantors, taken as a whole, to constitute less than ten percent (10%) of Consolidated total assets and ten percent (10%) of the Consolidated total revenue of the Borrower and its Domestic Subsidiaries at such time.

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The Parent Borrower will cause any and all of its direct and indirect Material Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly become a Subsidiary Guarantor hereunder by way of execution of a Joinder Agreement. Furthermore, within thirty (30) days after a Domestic Subsidiary becomes a Material Domestic Subsidiary, as determined by the financial statements delivered to the Domestic Administrative Agent pursuant to [Section 7.01(a)] and/or (b), the Parent Borrower will cause such Domestic Subsidiary to become a Guarantor hereunder by way of execution of a Joinder Agreement. In connection with the foregoing, the Parent Borrower shall deliver to the Domestic Administrative Agent such charter and organizational documents and opinions of in-house counsel as the Domestic Administrative Agent may reasonably request.

Additional Subsidiary Guarantors. If at any time the Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Company’s Domestic Subsidiaries that are not or Subsidiary Guarantors exceeds 20% of the Company’s Consolidated Adjusted Net Income for such period, the Company will, within 30 days after its senior management becomes aware of such event (or should have become aware), cause additional Domestic Subsidiaries to execute and deliver a Joinder to the Subsidiary Guaranty so that, after giving effect thereto, the threshold level above is not exceeded and shall deliver to each holder of Notes the documents listed in [Section 9.7(a)(i) and (ii)])].

Subsidiary Guarantors. The will not permit any other Domestic Subsidiary to become a borrower under, or to directly or indirectly guarantee any obligations of any Obligor under, any Loan Agreement unless the cause such Domestic Subsidiary to concurrently execute and deliver a Joinder to Subsidiary Guaranty to each holder of Notes and:

Guarantors’ Acknowledgment. With respect to the amendments to the Loan Agreement effected by this Amendment and after giving effect to the joinder of New Borrower provided for above, each Guarantor hereby acknowledges and agrees to this Amendment and confirms and agrees that its Guaranty (as modified and supplemented in connection with this Amendment) is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Guaranty to the Loan Agreement, “thereunder”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as amended or modified by this Amendment. Although Lender has informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that Lender has no duty under the Loan Agreement, any Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter.

Subsidiary Guarantors. In the event that # any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or # any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this [Section 5.08] as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this [Section 5.08(a)] (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

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So long as no Default or Event of Default then exists, the obligations of the Guarantors (other than the ) set forth in this Article XI shall terminate (other than as to obligations that are stated to survive such termination) automatically and without further action if the obtains a Debt Rating of at least BBB- from S&P or Baa3 from Moody’s and provides the [[Administrative Agent:Organization]] with written evidence (in form and substance satisfactory to the [[Administrative Agent:Organization]]) thereof.

Subject to the satisfaction of the conditions precedent set forth in Section 4 below, pursuant to the authority granted to the Administrative Agent under [Section 11.15(B)(iv)] of the Credit Agreement, the Administrative Agent, on behalf of the Holders of Secured Obligations, agrees that # effective upon the merger of ArvinMeritor Sweden with and into HVS AB, with HVS AB as the surviving entity, ArvinMeritor Sweden shall be automatically released as a “Guarantor” under the Subsidiary Guaranty to which it is a party and all obligations of ArvinMeritor Sweden under such Subsidiary Guaranty shall be terminated and # as and when required by the Canadian Tax Restructuring, Arvin UK shall be automatically released as a “Guarantor” under the Subsidiary Guaranty to which it is a party and all obligations of Arvin UK under such Subsidiary Guaranty shall be terminated.

Section # Additional Guarantors; Creation of Co-Borrowers; Release of Co-Borrowers.

Additional Guarantors and Collateral; Redesignation of Immaterial Subsidiaries; Designation of Stock Pledge Subsidiaries.

BOP may designate as guarantors of the Obligations one or more limited partners of BOP (“Additional Guarantors”); provided that the Administrative Agent and each [[Organization A:Organization]] shall have reasonably satisfied itself with respect to “know your customer” and applicable Anti-Corruption Laws and Sanctions in respect of any such proposed Guarantor. The guarantees executed by the Guarantors pursuant to this [Section 11.23] (“Additional Guarantees”) shall not exceed $75,000,000 in the aggregate. The Additional Guarantees shall be guarantees of collection and not guarantees of payment, shall otherwise be reasonably acceptable to the Administrative Agent, and shall be acknowledged by the Administrative Agent, effective upon their execution by the Additional Guarantors. To evidence the Lenders’ acceptance thereof, the Lenders hereby authorize the Administrative Agent to accept such Additional Guarantees on their behalf in accordance with this [Section 11.23]

SECTION # Additional Security, Etc. The Guarantors authorize the Bank without notice to or demand on the Guarantors and without affecting their liability hereunder, from time to time # to obtain additional or substitute endorsers or guarantors; # to exercise or refrain from exercising any rights against, and grant indulgences to, the Borrower, any Subsidiary of the Borrower, any other Guarantor or others; and # to apply any sums, by whomsoever paid or however realized, to the payment of the principal of, premium, if any, and interest on, and other obligations consisting of, the Guaranteed Obligations. The Guarantors waive any right to require the Bank to proceed against any additional or substitute endorsers or guarantors or the Borrower or any of their Subsidiaries or any other Person or to pursue any other remedy available to the Bank.

Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, except as specifically provided below, cause each Person who has become a Domestic Subsidiary that constitutes a [[Consolidated Entity:Organization]] during the calendar quarter that was just ended, to # become a Guarantor by executing and delivering to the [[Administrative Agent:Organization]] a Guarantor Joinder Agreement and such other documents as the [[Administrative Agent:Organization]] shall reasonably deem appropriate for such purpose, and # deliver to the [[Administrative Agent:Organization]] documents of the types referred to in [clauses (iii) and (iv) of Section 4.01(a)] and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the [[Administrative Agent:Organization]]; provided, however, that # a [[Consolidated Entity:Organization]] shall not be required to execute a Guarantor Joinder Agreement and become a Guarantor hereunder if such [[Consolidated Entity:Organization]] # owns no Unencumbered Properties which are included in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c), and (2)])] either # is prohibited under the terms of its Organization Documents or the terms of any Indebtedness from providing Guarantees of Indebtedness of any other Person, or # is not Wholly-Owned by the , or # is directly or indirectly Wholly-Owned by the and does not have a direct or indirect interest in unencumbered real property assets with an aggregate book value of greater than $50,000,000 (provided that the Consolidated Entities which are otherwise exempted from executing a Guarantor Joinder Agreement pursuant to this subclause (a)(III) shall not individually or in the aggregate have asset values at any time in excess of 10% of the total value of Unencumbered Properties as such total value is reflected in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)] (as reasonably determined by the [[Administrative Agent:Organization]] using information provided to it by the pursuant to the terms of this Agreement)), # in the event during any calendar quarter during the term of this Agreement, the , the or any [[Consolidated Entity:Organization]] creates or acquires a Domestic Subsidiary that has an asset value that exceeds 5% of the total value of Unencumbered Properties as such total value is reflected in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)] (as reasonably determined by the [[Administrative Agent:Organization]] using information provided to it by the pursuant to the terms of this Agreement), then provided that such Domestic Subsidiary owns Unencumbered Properties included in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)], the shall require such newly created or acquired Domestic Subsidiary to execute and deliver the documentation required pursuant to [clauses (i) and (ii) above] within thirty (30) days of the date of creation or acquisition of such Domestic Subsidiary, and # to the extent a [[Consolidated Entity:Organization]] that was previously exempted from execution of a Guarantor Joinder Agreement pursuant to subclause # above no longer satisfies the criteria for exemption set forth therein and is required to be a Guarantor hereunder, such [[Consolidated Entity:Organization]] shall, within thirty (30) days of the end of the applicable calendar quarter, fulfill the requirements of [clauses (i) and (ii) above]. Notwithstanding the foregoing, the may nominate any [[Consolidated Entity:Organization]] to become a Guarantor of the Facilities, and each such entity’s inclusion as a Guarantor of the Facilities shall be subject to the terms and conditions otherwise set forth in this Section 6.12. Notwithstanding the terms of clause 6.12(a)(ii) above, the [[Administrative Agent:Organization]] shall have the right, in the exercise of its reasonable discretion, to waive the requirement that the provide an opinion of counsel with respect to a [[Consolidated Entity:Organization]] becoming a Guarantor hereunder for any [[Consolidated Entity:Organization]] that has aggregate assets of less than $50,000,000 and that does not represent more than 2% of the total value of all Unencumbered Properties.

Further Assurances. Borrowers and Guarantors shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Administrative Agent to effectuate the provisions and purposes of this Amendment No. 6.

Acknowledgment of Guarantors; Reaffirmation; References. Each Guarantor hereby acknowledges that the [[Organization A:Organization]], [[Organization B:Organization]] and the Lenders have amended the Credit Agreement by this Amendment, and such Guarantor acknowledges that [[Organization B:Organization]] and Lenders would not amend the Credit Agreement in the absence of the agreements of such Guarantor contained herein. Each Guarantor hereby consents to the Amendment, agrees that its obligations under the applicable Guaranty shall not be diminished as a result of the execution of this Amendment and confirms that the applicable Guaranty to which it is a party is in full force and effect. Each Loan Party hereby reaffirms its obligations under each Other Document to which it is a party (including, without limitation, each applicable Canadian Security Document and Mexican Security Document), in each case as amended, supplemented or modified prior to or as of the date hereof. Without limiting the foregoing, each Loan Party hereby reaffirms its pledge, assignment and grant of a Lien on the Collateral to [[Organization B:Organization]], on behalf of itself and the other Lenders, to secure the prompt payment and performance of the Obligations. Any reference to the Credit Agreement contained in any document, instrument or Other Document executed in connection with the Credit Agreement shall be deemed to be a reference to the Credit Agreement as modified by this Amendment.

Additional Rent. In addition to Base Rent, Tenant agrees to pay to Landlord as additional rent (“Additional Rent”): # commencing on the Commencement Date, Tenant’s Share of “Operating Expenses” (as defined in Section 5). and # any and all other amounts Tenant assumes or agrees to pay under the provisions of this Lease, including, without limitation, any and all other sums that may become due by reason of any default of Tenant or failure to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after any applicable notice and cure period.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require:

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