Amendments to Security Documents; Releases of Liens and Subsidiary Guarantors. No Security Document nor any provision thereof may be waived, amended or modified, nor may the Liens thereof be spread to secure any additional obligations (including any increase in Loans hereunder, but excluding # any such increase pursuant to a Commitment Increase under [Section 2.08(e)] to an aggregate amount not greater than $325,000,000 and # Designated Indebtedness and Hedging Agreement Obligations (as such terms are defined in the Guarantee and Security Agreement)) except pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of the Required [[Consenting Lenders:Organization]]; provided that, # without the written consent of each Lender, no such agreement shall release all or substantially all of the Obligors from their respective obligations under the Security Documents and # without the written consent of each Lender, no such agreement shall release all or substantially all of the collateral security or otherwise terminate all or substantially all of the Liens under the Security Documents, alter the relative priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with the Loans and other obligations hereunder) with respect to all or substantially all of the collateral security provided thereby, or release all or substantially all of the guarantors under the Guarantee and Security Agreement from their guarantee obligations thereunder, except that no such consent shall be required, and the Administrative Agent is hereby authorized (and so agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement, to release any Lien covering property (and to release any such guarantor) at any time that # such release is permitted under the Guarantee and Security Agreement or # the consent of the Required [[Consenting Lenders:Organization]] or each Lender, as applicable, as provided in this [Section 9.02(c)] or the consent of such [[Consenting Lenders:Organization]] as provided by [Section 9.02(b)], in each case, has been obtained.

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:

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).

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)])].

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.

Collateral. All of the property, rights and interests of the Borrower and Subsidiary Guarantors which are subject to the security interests, security title, liens and mortgages created by the Security Documents , including, without limitation, a lien on the Jacksonville Assets, each as more particularly described in the Security Documents.

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.

Security Documents. At any time after the Closing Date, the Administrative Agent shall fail to have an Acceptable Security Interest in any material Collateral, except as a result of # a sale, transfer or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or # the Administrative Agent’s failure to maintain possession of any stock certificate, promissory note or other instrument delivered to it under the Security Documents;

Security Documents. If the Guaranty and Security Agreement, Pledge Agreement, or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and, except to the extent of Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens or the interests of lessors under Capital Leases, first priority Lien on the Collateral covered thereby, except # as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement, # with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time, $500,000, or # as the result of an action or failure to act on the part of Agent or any Lender;

cause each such Domestic Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements, Mortgages, a counterpart of the Intercompany Note, each Intercreditor Agreement, if applicable, and other security agreements and documents (including, with respect to such Mortgages, the documents listed in clause (f) of the definition of “Collateral and Guarantee Requirement”), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the, Security Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;

Releases. At the Closing, contingent upon Seller’s receipt of the Purchase Price, the Releases set forth herein shall become effective.

Releases. On the 95ht day after payment of the Settlement Payment, if no bankruptcy petition has been filed by or against IGI before such 95th day, PBGC will be deemed to have released IGI from the Title IV Liabilities and its obligations under the Agreement, as modified by the First Amended Agreement.

Releases. As further consideration for Administrative Agent’s and the Lender’s entry into this Amendment, each Borrower, for itself and on behalf of all its predecessors, successors, assigns, agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively the “Releasing Parties”), releases and forever discharges the Administrative Agent and each Lender and their respective successors, assigns, partners, directors, officers, agents, attorneys, and employees from any and all claims, demands, cross-actions, controversies, causes of action, damages, rights, liabilities and obligations, at law or in equity whatsoever, known or unknown, whether past, present or future, now held, owned or possessed by the Releasing Parties, or any of them, or which the Releasing Parties or any of them may, as a result of any actions or inactions occurring on or prior to the date hereof, hereafter hold or claim to hold under common law or statutory right, arising, directly or indirectly out of any Loan or any of the Loan Documents or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby. Each Borrower understands and agrees that this is a full, final and complete release and agrees that this release may be pleaded as an absolute and final bar to any or all suit or suits pending or which may hereafter be filed or prosecuted by any of the Releasing Parties, or anyone claiming by, through or under any of the Releasing Parties, in respect of any of the matters released hereby, and that no recovery on account of the matters described herein may hereafter be had from anyone whomsoever, and that the consideration given for this release is not an admission of liability.

Releases. In exchange for the consideration provided in this Agreement, you, on your behalf and on behalf of your heirs, executors, administrators and assigns, hereby irrevocably and unconditionally waive, release, acquit and forever discharge the Company from any and all claims, obligations, administrative actions, damages, suits and expenses of any nature whatsoever, known or unknown, that exist or could exist, through the Effective Date (as defined below) and arising out of your employment relationship with the Company or the termination of your employment with the Company. Released claims include, without limitation, any and all claims arising under federal, state or local laws, including, without limitation, claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act, the Employee Retirement Income Security Act, any other federal, state or local law prohibiting employment discrimination or harassment or otherwise regulating wages, hours or working conditions, and any and all claims under the common law for breach of express or implied contract, violation of the covenant of good faith and fair dealing, violation of public policy, defamation, retaliatory or wrongful termination, punitive damages, claims under any employee stock plan in which you participated; claims of contract and quasi-contract; and claims of tortious conduct, wrongful discharge, and whistle-blowing. Notwithstanding, this release does not apply to any claim you may have to your potential 2013 bonus award and vested retirement benefits, including equity awards, 401(k) Retirement and Savings Plan and Auxiliary RASP amounts and any deferred compensation account balance. Further, nothing in this Agreement shall limit your contractual or other claims to indemnification or insurance coverage as an executive officer, director, consultant or designated representative of the Company or as a member of the Company’s 401(k) Retirement and Savings Plan Administrative Plan Committee.

to the extent required by and subject to the exceptions set forth in this Section 5.10 or the Security Documents, deliver to the Collateral Agent (or a designated bailee or agent thereof) UCC financing statements with respect to such Restricted Subsidiary and such other documents reasonably requested by the Collateral Agent to create the Liens intended to be created under the Security Documents and perfect such Liens to the extent required by the Security Documents; and

SECTION # Credit Agreement Amendments. The New Borrower, the Subsidiary Guarantors and the Required Lenders under the Credit Agreement agree to the following amendments of the Credit Agreement:

Loan Documents/Security Instruments. Borrowers shall have delivered to the Bank the Revolver Loan Agreement, and the Security Instruments, appropriately executed by all parties, witnessed and acknowledged to the satisfaction of the Bank and dated as of the Closing Date, together with such financing statements, and other documents as shall be necessary and appropriate to perfect the Bank's security interests in the Collateral covered by said Security Instruments.

Subsidiary. Form any Subsidiary or Affiliate of any Person, except for the Subsidiaries of Borrower listed on [Schedule 4.01(a)].

. Each Subsidiary of the Borrower, other than Excluded Subsidiaries and other Subsidiaries that are not yet required to become Subsidiaries pursuant to the provisions of [Section 6.12], is a Guarantor.