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 ​ 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 ​; 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 ​ or each Lender, as applicable, as provided in this [Section 9.02(c)] or the consent of such ​ 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).

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)])].

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. The Administrative Agent shall have received the Guarantee and Collateral Agreement, executed and delivered by an authorized officer of the Borrower and each other Loan Party that is party to the Guarantee and Collateral Agreement.

Security Documents. If the Guaranty and Security 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 Liens arising by operation of law, permitted purchase money Liens, the interests of lessors under Capital Leases, or the interests of lessees under 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, or # with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time, $10,000,000;

Subsidiary. For purposes of this Agreement, the term “subsidiary” means any corporation, limited liability company, or other entity, of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as an Agent.

Subsidiary. The definition of Subsidiary in the Agreement is hereby amended by changing the reference of “the Corporation” in such definition to “Holding.”

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.

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.

the security interests and liens in favor of the Qualified Debt Agent, in and on the assets and properties of Borrowers and Guarantors to secure the Indebtedness to the extent permitted under [Section 9.9(f)] hereof; provided, that, such security interests and liens in favor of the Qualified Debt Agent are junior and subordinate to the security interests and liens on the Collateral (other than with respect to the Qualified Debt Offering Priority Collateral) granted by Borrowers and Guarantors in favor of Administrative Agent as set forth in the Qualified Debt Intercreditor Agreement, in form and substance satisfactory to Administrative Agent and the Required Lenders;

if such Subsidiary is a direct Subsidiary of either Obligor, a Domestic Guarantor, or a Canadian Guarantor, such Company or Subsidiary Guarantor shall # execute and deliver to the Collateral Agent such amendments or addendums to the Collateral Documents as the Collateral Agent deems necessary to grant to the Collateral Agent, for the benefit of the ​ of Notes, a perfected first-priority security interest in the Equity Interests of such Subsidiary (subject only to applicable Permitted Liens) and # deliver to the Collateral Agent the certificates (if any) representing such Equity Interests, together with undated stock powers or share transfer forms, in blank, executed and delivered by a duly authorized officer of the applicable Person;

Ratification. Borrower and each Guarantor hereby confirm and ratify the Credit Agreement, the Collateral Documents and each of the other Loan Documents to which it is a party, as amended hereby, and acknowledge and agree that the same shall continue in full force and effect, as amended hereby and by any prior amendments thereto. Nothing in this Amendment extinguishes, novates or releases any right, claim, lien, security interest or entitlement of any of the Lenders or the

execute and deliver to the ​ such amendments or addendums to the Collateral Documents as the ​ deems necessary to grant to the ​, for the benefit of the Secured Parties, a perfected first priority security interest in the Equity Interests of such new Subsidiary that is directly owned by such Loan Party (subject only to applicable Permitted Liens) (provided that in no event shall # voting Equity Interests in any Foreign Subsidiary that is a CFC or any CFC Holdco, in each case, in excess of 65% of all such voting Equity Interests and # all Equity Interests in any Domestic Subsidiary or Foreign Subsidiary in each case that is owned by a Foreign Subsidiary that is a CFC, be required to be so pledged), # cause such new Subsidiary to become a party to the Collateral Documents, and any other applicable security documents reasonably deemed necessary by the ​ to grant the ​ for the benefit of the ​ and the Secured Parties a security interest in all of such new Subsidiary’s right, title, and interest to the property of such Subsidiary (other than Excluded Property) # deliver to the ​ substantially the same documentation required pursuant to [Section 4.01(b), (e), (f), and (h), and (D)])])])])] if requested by the ​, deliver to the Administrative

within 60 days after such formation or acquisition (or such longer period as may be agreed to by the Administrative Agent in its sole discretion), cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent # a Subsidiary Joinder Agreement or such other joinder agreement, in each case, in form and substance satisfactory to the Administrative Agent, guaranteeing the Borrowers’ obligations under the Loan Documents, # a joinder to the Pledge and Security Agreement in form and substance satisfactory to the Administrative Agent, # Uniform Commercial Code financing statements in the state of incorporation or formation of each such Subsidiary in order to, with respect to such Subsidiary, perfect and protect the first priority liens and security interests created under the Pledge and Security Agreement, certificates, if any, representing the Pledged Collateral referred to in the Pledge and Security Agreement accompanied by undated stock powers, endorsements and/or transfer powers, as applicable, executed in blank and evidence that all other actions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the liens and security interests created under the Pledge and Security Agreement and the Intellectual Property Security Agreements have been taken, subject to the terms thereof, # the results of a recent Lien and judgment search in each relevant jurisdiction with respect to such Subsidiary, which such search shall reveal no Liens on any of the assets of such Subsidiary except for Liens expressly permitted by Section 8.01 or other Liens reasonably acceptable to the Collateral Agent and except for Liens to be discharged on or prior to such Subsidiary’s execution of the documents referred to in this clause (i), pursuant to documentation reasonably satisfactory to the Collateral Agent, # such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Subsidiary is a party or is to be a party and # such documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed, and that such Subsidiary is validly existing and in good standing in its state of incorporation or formation (or such other security documents in form and substance satisfactory to the Administrative Agent);

Liens. Create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens.