The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document upon repayment in full and termination of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been made), or subject to Section 11.1, if approved, authorized or ratified in writing by the Requisite [[Organization A:Organization]]. Upon request by the Administrative Agent at any time, the Requisite [[Organization A:Organization]] will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property pursuant to this Section 10.13.

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.

Release Authorization. As provided in [Section 8.03(b)(i)(B)] of the Credit Agreement, [[Organization A:Organization]] agree that the Administrative Agent is authorized, at its option and in its discretion, to release its Lien on any account receivable that is sold or disposed of in accordance with the requirements of [Section 6.10] of the Credit Agreement.

10 Negative Covenants 28

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.

Release of Collateral. Notwithstanding any other provision of this Agreement to the contrary, upon Borrower’s request, Agent shall release its security interest in any Contract(s) and the Security Documents related thereto, including the items set forth in [clauses (a) through (e)] of the definition of “Collateral” specifically with respect to such Contract(s) (excluding any transfers in connection with a Permitted Facility, which release of security interest shall be governed by [Section 8.18], and excluding Permitted Charged Off Contracts Sales which release of security interest shall be governed by the last sentence of this [Section 4.6]), included in the Collateral so long as # Borrower obtains Agent’s prior written consent to such release, which consent shall not be unreasonably withheld, conditioned or delayed; # no Default or Event of Default exists at the time such Contract(s) is to be released; # Borrower has entered into a written contract for the sale of such Contract(s) and has delivered to Agent a fully executed copy of such written contract; # if the Borrowers have no Excess Availability after giving effect to the sale, either # Borrower pledges to Agent additional Collateral equivalent to such Contract(s) being released, or # Borrower reduces the outstanding, unpaid principal balance of the Notes through payment in an amount equal to the sale price of such Contract(s) being released in the form of cash or the wire transfer of immediately available funds; and # immediately following the pledging of additional Collateral or payment of the Notes, a Default or Event of Default does not exist under this Agreement. Upon satisfaction of all of the foregoing conditions, Agent shall release its security interest in such Contract(s) and within a reasonable period of time, return the original such Contract(s) and original Security Documents in its possession, if any, being released. Any distribution of interest or principal, or loss of the Collateral or any of the Property secured thereby, shall not release any Borrower from any of the Obligations. Notwithstanding the foregoing, upon the consummation of a Permitted Charged Off Contracts Sale by Borrowers, Agent’s Lien and security interest in the applicable Contracts and the Security Documents related thereto shall be deemed automatically released and terminated upon a Borrower’s receipt of the purchase price therefore and Agent agrees to promptly execute and deliver at Borrower’s request any and all lien release and termination statements with respect thereto as Borrowers shall reasonably request and, within a reasonable period of time, to return the original of such applicable Contracts and original Security Documents in its possession, if any.

Each Guarantee by a Subsidiary Guarantor shall provide by its terms that it shall be automatically and unconditionally released and discharged, and no further action by such Subsidiary Guarantor, the Borrower, the Administrative Agent, the Collateral Agent or any Lender is required for the release of such Guarantor’s Guarantee, upon:

Authorization of Collateral Agent. Assignor hereby irrevocably authorizes and empowers Collateral Agent or its agent, in Collateral Agent’s sole discretion, at any time that an Event of Default has occurred and is continuing under the Note Purchase Agreement, to # assert, either directly or on behalf of Assignor, any claims Assignor may have from time to time against Seller or Insight Mobile with respect to the Acquisition Agreement Documents, including, but not limited to, claims relating to Acquisition Agreement Document Undertakings and Acquisition Agreement Document Indemnities, # receive and collect any and all damages, awards and other monies resulting therefrom and # apply any of the amounts described in clause (ii) preceding to the payment of the Note Parties’ Obligations in accordance with the Note Purchase Agreement. Assignor hereby appoints Collateral Agent (and all officers, employees or agents designated by Collateral Agent), as its true and lawful attorney (and agent-in-fact) for the purpose of enabling Collateral Agent or its agent from and after the occurrence and during the continuance of an Event of Default, to assert and collect such claims and to apply such monies in the manner set forth herein, which appointment, being coupled with an interest, is irrevocable. Regardless of the existence of an Event of Default, Assignor hereby irrevocably assigns to Collateral Agent the immediate right to receive directly from Seller and Insight Mobile any and all payments, proceeds, monies, damages and awards arising from the Acquisition Agreement Document Undertakings and the Acquisition Agreement Document Indemnities; provided that Collateral Agent shall not enforce such assignment against Seller or Insight Mobile, as applicable, unless an Event of Default has occurred and is continuing.

Release of Cash Collateral. Bank agrees that as of the date all conditions precedent to the effectiveness of this Amendment have been met, Bank shall no longer require any cash collateral to secure Borrower’s reimbursement obligations with respect to the CLPF Letter of Credit. Bank further agrees that on or prior to the date that is thirty (30) days following such date, Bank shall release Two Million Five Hundred Thousand Dollars ($2,500,000) of cash collateral relating to the CLPF Letter of Credit, including any accrued interest (if any), currently deposited in a restricted account at Bank and such amounts shall be transferred to Borrower’s primary operating account maintained at Bank.

“(f) release all or substantially all of the Guarantors or release all or substantially all of the Collateral without the consent of each Bank, or # amend this [Section 9.12] without the consent of each Bank.”