EXECUTION COPY


AMENDED AND
RESTATED
SUBSIDIARY GUARANTY 

     THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY (as the same may be
amended, restated, supplemented or otherwise modified from time to time, this
“Guaranty”) is made as of April 23, 2012, by each of the
undersigned (the “Initial
Guarantors”, and together
with any additional Subsidiaries which become parties to this Guaranty by
executing a Supplement hereto in the form attached hereto as Annex I, the “Guarantors”), in favor
of JPMorgan Chase Bank, N.A., as the Administrative Agent for the benefit of
itself, the Lenders and the other Holders of Secured Obligations (in each case,
under the “Credit Agreement” described below) (in such capacity, the
“Administrative
Agent”). Each capitalized
term used herein and not defined herein shall have the meaning ascribed thereto
in the Credit Agreement. 

WITNESSETH: 

     WHEREAS,
Meritor, Inc., an Indiana corporation (formerly known as ArvinMeritor, Inc.)
(the “Company”), is party to
that certain Credit Agreement, dated as of June 23, 2006 (as amended, restated,
supplemented or otherwise modified prior to the date hereof, the
“Existing Credit Agreement”),
among the Company, ArvinMeritor Finance Ireland Ltd., a company organized under
the laws of Ireland (the “Subsidiary Borrower”
and, together with the Company, the “Borrowers”), the
financial institutions from time to time parties thereto as Lenders (the
“Lenders”) and the Administrative Agent; 

     WHEREAS, in
connection with the Existing Credit Agreement each of the Initial Guarantors
(including as successors by merger or otherwise) entered into that certain
Subsidiary Guaranty, dated as of June 23, 2006 (as amended, restated,
supplemented or otherwise modified prior to the date hereof, the
“Existing
Guaranty”), in favor of
JPMorgan Chase Bank, N.A., as “Administrative Agent”, for the benefit of the
“Lenders”, to guaranty the repayment of the Secured Obligations under the
Existing Credit Agreement; 

     WHEREAS, the
Borrowers, the Lenders and the Administrative Agent have agreed to amend and
restate the Existing Credit Agreement pursuant to that certain Amendment and
Restatement Agreement dated as of the date hereof and the Amended and Restated
Credit Agreement dated as of the date hereof (as same may be further amended,
restated, supplemented or otherwise modified from time to time, the
“Credit
Agreement”), which Credit
Agreement, among other things, re-evidences the Borrowers’ outstanding
obligations under the Existing Credit Agreement and provides, subject to the
terms and conditions thereof, for future extensions from time to time of credit
and other financial accommodations to be made by the Lenders to or for the
benefit of the Borrowers; 

     WHEREAS, each
Initial Guarantor wishes to affirm its obligations under the terms of the
Existing Guaranty and wishes to amend and restate the terms of the Existing
Guaranty; 

     WHEREAS, it
is a condition precedent to the extensions of credit by the Lenders under the
Credit Agreement that each of the “Subsidiary Guarantors” (under and as defined
in the Credit Agreement, and constituting all Domestic Subsidiaries and Special
Foreign Subsidiaries of the Company required to execute a Guaranty pursuant to
Section 7.2(K)(i) of the Credit Agreement) execute and deliver a Guaranty,
whereby each of the Subsidiary Guarantors, without limitation and with full
recourse, shall guarantee the payment when due of (i) all Obligations,
including, without limitation, all principal, interest, letter of credit
reimbursement obligations and other amounts that shall be at any time payable by
the Borrowers under the Credit Agreement or the other Loan Documents, and (ii)
all Hedging Obligations and Treasury Obligations of the Company and the Domestic
Subsidiary Guarantors owing to any Lender or any Affiliate of any Lender and
(iii) all Foreign Obligations owing to any Lender or any Affiliate of any Lender
(all of the obligations described in the foregoing clauses (i), (ii) and (iii),
the “Guaranteed Obligations”) (all Loan Documents, all agreements
evidencing such Hedging Obligations, Treasury Obligations and Foreign
Obligations and all Treasury Agreements being referred to herein collectively as
the “Transaction Documents”); and 

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     WHEREAS, in consideration of the direct and indirect financial and other
support that the Borrowers have provided, and such direct and indirect financial
and other support and benefits as the Borrowers may in the future provide, to
the Guarantors, and in consideration of the increased ability of each Guarantor
that is a Subsidiary of the Borrowers to receive funds through contributions to
capital, and for each Guarantor to receive funds through intercompany advances
or otherwise, from funds provided to the Borrowers pursuant to the Credit
Agreement and the flexibility provided by the Credit Agreement for each
Guarantor to do so which significantly facilitates the business operations of
the Borrowers and each Guarantor and in order to induce the Lenders and the
Administrative Agent to enter into the Credit Agreement and to continue to make
the Loans and other financial accommodations to the Borrower described therein,
each of the Guarantors is willing to guarantee the Obligations under the Credit
Agreement and the other Transaction Documents; 

     NOW,
THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 

     Section
1.
Representations,
Warranties and Covenants. In
order to induce the Administrative Agent and the Lenders to enter into the
Credit Agreement and to continue to make the Loans and the other financial
accommodations to the Borrowers and to issue the Letters of Credit described in
the Credit Agreement, each of the Guarantors represents and warrants to each
Lender and the Administrative Agent as of the date of this Guaranty, giving
effect to the consummation of the transactions contemplated by the Transaction
Documents on the Closing Date (which representations and warranties shall be
deemed to have been renewed on each date the representations and warranties set
forth in Article
VI of the Credit Agreement are
made as required by Section 5.2 thereof): 

     (a) It is
a corporation, partnership, limited liability company or other organization duly
incorporated or organized, validly existing and in good standing (in
jurisdictions where applicable) under the laws of its jurisdiction of
incorporation or organization and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted and where the
failure to be in good standing or authorized to conduct business would have a
Material Adverse Effect. 

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     (b) It has the corporate or other power and authority
and legal right to execute and deliver this Guaranty and to perform its
obligations hereunder. The execution and delivery by it of this Guaranty and the
performance of its obligations hereunder have been duly authorized by proper
corporate, partnership or limited liability company proceedings, and this
Guaranty constitutes a legal, valid and binding obligation of such Guarantor
enforceable against such Guarantor in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally. 

     (c) Neither the execution and delivery by it of this Guaranty, nor the
consummation of the transactions herein contemplated, nor compliance with the
provisions hereof will violate any law, rule, regulation, order, writ, judgment,
injunction, decree or award binding on such Guarantor or such Guarantor’s
articles of incorporation or by-laws or comparable constitutive documents or the
provisions of any indenture, instrument or agreement to which such Guarantor is
a party or is subject, or by which it, or its Property, is bound, or conflict
with or constitute a default thereunder, or result in the creation or imposition
of any Lien (other than any Lien permitted by Section 7.3(F) of the Credit
Agreement) in, of or on the Property of such Guarantor pursuant to the terms of
any such indenture, instrument or agreement, except for any such violation,
conflict or default as would not reasonably be expected to have a Material
Adverse Effect. No order, consent, approval, license, authorization, or
validation of, or filing, recording or registration with, or exemption by, any
Governmental Authority, or any other third party, is required to authorize, or
is required in connection with the execution, delivery and performance of, or
the legality, validity, binding effect or enforceability of, this Guaranty,
except for those which have been obtained. 

     In addition
to the foregoing, each of the Guarantors covenants that, until all Termination
Conditions have been satisfied, it will fully comply with those covenants and
agreements of the Borrower applicable to such Guarantor set forth in the Credit
Agreement. 

     Section
2.
The
Guaranty. Each of the Guarantors
hereby irrevocably and unconditionally guarantees, jointly and severally with
the other Guarantors, the full and punctual payment and performance when due
(whether at stated maturity, upon acceleration or otherwise) of the Guaranteed
Obligations, including, without limitation, (i) the principal of and interest on
each Advance made to the Borrowers pursuant to the Credit Agreement, (ii) any
Reimbursement Obligations of the Borrowers or the performance by the Borrowers
of such Reimbursement Obligations, (iii) all other amounts payable by the
Borrowers, the Domestic Subsidiary Guarantors and the Foreign Subsidiaries under
the Credit Agreement and the other Transaction Documents, and (iv) the punctual
and faithful performance, keeping, observance, and fulfillment by the Borrowers,
the Domestic Subsidiary Guarantors and the Foreign Subsidiaries of all of the
agreements, conditions, covenants, and obligations of the Borrowers, the
Domestic Subsidiary Guarantors and the Foreign Subsidiaries contained in the
Transaction Documents. Upon failure by any Borrower, any Domestic Subsidiary
Guarantor or any Foreign Subsidiary to pay punctually any such amount or perform
such obligation, each of the Guarantors agrees that it shall forthwith on demand
pay such amount or perform such obligation at the place and in the manner
specified in the Credit Agreement or the relevant Transaction Document, as the
case may be. Each of the Guarantors hereby agrees that this Guaranty is an
absolute, irrevocable and unconditional guaranty of payment and is not a
guaranty of collection. 

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     Section 3. Guaranty Unconditional.
The obligations of each Guarantor hereunder shall be unconditional and absolute
and, without limiting the generality of the foregoing, shall not be released,
discharged or otherwise affected by: 


     (i) any extension, renewal, settlement, indulgence,
compromise, waiver or release of or with respect to the Guaranteed Obligations
or any part thereof or any agreement relating thereto, or with respect to any
obligation of any other guarantor of any of the Guaranteed Obligations, whether
(in any such case) by operation of law or otherwise, or any failure or omission
to enforce any right, power or remedy with respect to the Guaranteed Obligations
or any part thereof or any agreement relating thereto, or with respect to any
obligation of any other guarantor of any of the Guaranteed Obligations;


     (ii) any
modification or amendment of or supplement to the Credit Agreement or any other
Transaction Document, including, without limitation, any such amendment which
may increase the amount of, or the interest rates applicable to, any of the
Guaranteed Obligations guaranteed hereby; 

     (iii) any
change in the corporate, partnership, limited liability company or other
existence, structure or ownership of any Borrower, such Guarantor or any other
guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any Borrower, such
Guarantor or any other guarantor of the Guaranteed Obligations, or any of their
respective assets or any resulting release or discharge of any obligation of any
Borrower, such Guarantor or any other guarantor of any of the Guaranteed
Obligations; 

     (iv) the
existence of any claim, setoff or other rights which the Guarantors may have at
any time against any Borrower, any other guarantor of any of the Guaranteed
Obligations, the Administrative Agent, any Holder of Secured Obligations or any
other Person, whether in connection herewith or in connection with any unrelated
transactions; provided, that nothing
herein shall prevent the assertion of any such claim by separate suit or
compulsory counterclaim; 

     (v) the
enforceability or validity of the Guaranteed Obligations or any part thereof or
the genuineness, enforceability or validity of any agreement relating thereto or
with respect to the collateral, if any, securing the Guaranteed Obligations or
any part thereof, or any other invalidity or unenforceability relating to or
against any Borrower, such Guarantor or any other guarantor of any of the
Guaranteed Obligations, for any reason related to the Credit Agreement, any
Transaction Document or any provision of applicable law, decree, order or
regulation of any jurisdiction purporting to prohibit the payment of any of the
Guaranteed Obligations by any Borrower, such Guarantor or any other guarantor of
the Guaranteed Obligations; 

     (vi) the
failure of the Administrative Agent to take any steps to perfect and maintain
any security interest in, or to preserve any rights to, any security or
collateral for the Guaranteed Obligations, if any; 


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     (vii) the election by, or on behalf of, any one or more
of the Holders of Secured Obligations, in any proceeding instituted under
Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any
successor statute, the “Bankruptcy Code”), of
the application of Section 1111(b)(2) of the Bankruptcy Code; 

     (viii) any
borrowing or grant of a security interest by any Borrower, such Guarantor or any
other guarantor of the Guaranteed Obligations as debtor-in-possession, under
Section 364 of the Bankruptcy Code; 

     (ix) the
disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of
the claims of the Holders of Secured Obligations or the Administrative Agent for
repayment of all or any part of the Guaranteed Obligations; 

     (x) the
failure of any other guarantor to sign or become party to this Guaranty or any
amendment, change, or reaffirmation hereof; 

     (xi) any
other act or omission to act or delay of any kind by any Borrower, such
Guarantor, any other guarantor of the Guaranteed Obligations, the Administrative
Agent, any Holder of Secured Obligations or any other Person or any other
circumstance whatsoever which might, but for the provisions of this
Section 3, constitute a legal or equitable discharge of any
Guarantor’s obligations hereunder or otherwise reduce, release, prejudice or
extinguish its liability under this Guaranty; or

     (xii) any release, surrender,
compromise, settlement, waiver, subordination or modification, with or without
consideration, of any collateral securing the Guaranteed Obligations or any part
thereof, any other guaranties with respect to the Guaranteed Obligations or any
part thereof, or any other obligation of any person or entity with respect to
the Guaranteed Obligations or any part thereof, or any nonperfection or
invalidity of any direct or indirect security for the Guaranteed Obligations.



     Section 4.
Discharge Only Upon Payment In Full; Reinstatement In
Certain Circumstances. Subject to any prior release herefrom of
any Guarantor by the Administrative Agent in accordance with (and pursuant to
authority granted to the Administrative Agent under) the terms of the Credit
Agreement, each Guarantor’s obligations hereunder shall remain in full force and
effect until all of the Guaranteed Obligations shall have been indefeasibly paid
in full in cash and the Revolving Loan Commitments, the Term Loan Commitments,
the Swing Line Commitment and all Letters of Credit issued under the Credit
Agreement (and obligations to issue the same) shall have terminated or expired
(or such Letters of Credit are fully collateralized on terms acceptable to the
Administrative Agent), and all other financing arrangements among the Borrowers
or any Guarantor and the Holders of Secured Obligations under or in connection
with the Credit Agreement and each other Loan Document shall have terminated
(herein, the “Termination Conditions”), and until the prior and
complete satisfaction of the Termination Conditions all of the rights and
remedies under this Agreement and the other Transaction Documents shall survive.
If at any time any payment of the principal of or interest on any Advance or
Reimbursement Obligation or any other amount payable by any Borrower or any
other party under the Credit Agreement or any other Transaction Document is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of any Borrower or otherwise, each Guarantor’s
obligations hereunder with respect to such payment shall be reinstated as though
such payment had been due but not made at such time. The parties hereto
acknowledge and agree that each of the Guaranteed Obligations shall be due and
payable in the same currency as such Guaranteed Obligation is denominated, but
if currency control or exchange regulations are imposed in the country which
issues such currency with the result that such currency (the “Original
Currency”) no longer exists or the relevant Guarantor is not able to
make payment in such Original Currency, then all payments to be made by such
Guarantor hereunder in such currency shall instead be made when due in Dollars
in an amount equal to the Dollar Amount (as of the date of payment) of such
payment due, it being the intention of the parties hereto that each Guarantor
takes all risks of the imposition of any such currency control or exchange
regulations. 

5 







     Section 5. General Waivers; Additional Waivers.

     (a) General Waivers. Each
Guarantor irrevocably waives acceptance hereof, presentment, demand or action on
delinquency, protest, the benefit of any statutes of limitations and, to the
fullest extent permitted by law, any notice not provided for herein, as well as
any requirement that at any time any action be taken by any Person against any
Borrower, such Guarantor, any other guarantor of the Guaranteed Obligations or
any other Person. 

     (b) Additional Waivers.
Notwithstanding anything herein to the contrary, each of the Guarantors hereby
absolutely, unconditionally, knowingly, and expressly waives: 


     (i) any right it may have to revoke this Guaranty as
to future indebtedness or notice of acceptance hereof; 

     (ii) (A)
notice of acceptance hereof; (B) notice of any Loans, Letters of Credit or other
financial accommodations made or extended under the Transaction Documents or the
creation or existence of any Guaranteed Obligations; (C) notice of the amount of
the Guaranteed Obligations, subject, however, to each Guarantor’s right to make
inquiry of the Administrative Agent and the Holders of Secured Obligations to
ascertain the amount of the Guaranteed Obligations at any reasonable time; (D)
notice of any adverse change in the financial condition of any Borrower or of
any other fact that might increase such Guarantor’s risk hereunder; (E) notice
of presentment for payment, demand, protest, and notice thereof as to any
instruments among the Transaction Documents; (F) notice of any Unmatured Default
or Default; and (G) all other notices (except if such notice is specifically
required to be given to such Guarantor hereunder or under the Transaction
Documents) and demands to which each Guarantor might otherwise be entitled;


     (iii) its
right, if any, to require the Administrative Agent and the Holders of Secured
Obligations to institute suit against, or to exhaust any rights and remedies
which the Administrative Agent and the Holders of Secured Obligations now have
or may hereafter have against, any other guarantor of the Guaranteed Obligations
or any third party, or against any collateral provided by such other guarantors
or any third party; and each Guarantor further waives any defense arising by
reason of any disability or other defense (other than the defense that the
Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of any other guarantor of the
Guaranteed Obligations or by reason of the cessation from any cause whatsoever
of the liability of any other guarantor of the Guaranteed Obligations in respect
thereof;


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     (iv) (A) any rights to assert against the
Administrative Agent and the Holders of Secured Obligations any defense (legal
or equitable), set-off, counterclaim, or claim which such Guarantor may now or
at any time hereafter have against any other guarantor of the Guaranteed
Obligations or any third party liable to the Administrative Agent and the
Holders of Secured Obligations; (B) any defense, set-off, counterclaim or claim,
of any kind or nature, arising directly or indirectly from the present or future
lack of perfection, sufficiency, validity or enforceability of the Guaranteed
Obligations or any security therefor; (C) any defense such Guarantor has to
performance hereunder, and any right such Guarantor has to be exonerated,
arising by reason of: (1) the impairment or suspension of the Administrative
Agent’s and the Holders of Secured Obligations’ rights or remedies against any
other guarantor of the Guaranteed Obligations; (2) the alteration by the
Administrative Agent and the Holders of Secured Obligations of the Guaranteed
Obligations; (3) any discharge of the obligations of any other guarantor of the
Guaranteed Obligations to the Administrative Agent and the Holders of Secured
Obligations by operation of law as a result of the Administrative Agent’s and
the Holders of Secured Obligations’ intervention or omission; or (4) the
acceptance by the Administrative Agent and the Holders of Secured Obligations of
anything in partial satisfaction of the Guaranteed Obligations; and (D) the
benefit of any statute of limitations affecting such Guarantor's liability
hereunder or the enforcement thereof, and any act which shall defer or delay the
operation of any statute of limitations applicable to the Guaranteed Obligations
shall similarly operate to defer or delay the operation of such statute of
limitations applicable to such Guarantor’s liability hereunder; and

     (v) any
defense arising by reason of or deriving from (a) any claim or defense based
upon an election of remedies by the Administrative Agent and the other Holders
of Secured Obligations; or (b) any election by the Administrative Agent and the
other Holders of Secured Obligations under Section 1111(b) of the Bankruptcy
Code to limit the amount of, or any collateral securing, its claim against the
Guarantors.


     Section 6. Subrogation; Subordination of Intercompany Indebtedness.


     (a)
Subrogation. Until the prior and complete satisfaction of all Termination
Conditions, each Guarantor, (i) shall have no right of subrogation with respect
to such Guaranteed Obligations and (ii) waives any right to enforce any remedy
which the Holders of Secured Obligations or the Administrative Agent now have or
may hereafter have against any Borrower, any endorser or any other guarantor of
all or any part of the Guaranteed Obligations or any other Person, and each
Guarantor waives any benefit of, and any right to participate in, any security
or collateral that may from time to time be given to the Holders of Secured
Obligations and the Administrative Agent to secure the payment or performance of
all or any part of the Guaranteed Obligations or any other liability of the
Borrowers to the Holders of Secured Obligations. Should any Guarantor have the
right, notwithstanding the foregoing, to exercise its subrogation rights prior
to complete satisfaction of the Termination Conditions, each Guarantor hereby
expressly and irrevocably (A) subordinates any and all rights at law or in
equity to subrogation, reimbursement, exoneration, contribution, indemnification
or set-off that such Guarantor may have to prior and complete satisfaction of
the Termination Conditions, and (B) waives any and all defenses available to a
surety, guarantor or accommodation co-obligor until all Termination Conditions
are satisfied in full. Each Guarantor acknowledges and agrees that this
subordination is intended to benefit the Administrative Agent and the Holders of
Secured Obligations and shall not limit or otherwise affect such Guarantor’s
liability hereunder or the enforceability of this Guaranty, and that the
Administrative Agent, the Holders of Secured Obligations and their respective
successors and assigns are intended third party beneficiaries of the waivers and
agreements set forth in this Section 6(a). 

7 







     (b) Subordination of Intercompany Indebtedness. Each Guarantor
agrees that all Intercompany Indebtedness held by such Guarantor shall be
subordinate and subject in right of payment to the prior payment, in full and in
cash, of all Guaranteed Obligations and the satisfaction of all other
Termination Conditions; provided, that, and not in contravention of the
foregoing, so long as no Default has occurred and is continuing such Guarantor
may make loans to and receive payments in the ordinary course with respect to
such Intercompany Indebtedness from the related obligor. Notwithstanding any
right of any Guarantor to ask, demand, sue for, take or receive any payment from
any obligor on such Intercompany Indebtedness (an “Obligor”), all
rights, liens and security interests of such Guarantor, whether now or hereafter
arising and howsoever existing, in any assets of any other Obligor shall be and
are subordinated to the rights of the Secured Parties and the Administrative
Agent in those assets. No Guarantor shall have any right to possession of any
such asset or to foreclose upon any such asset, whether by judicial action or
otherwise, unless and until all of the Termination Conditions have been
satisfied. If all or any part of the assets of any Obligor, or the proceeds
thereof, are subject to any distribution, division or application to the
creditors of such Obligor, whether partial or complete, voluntary or
involuntary, and whether by reason of liquidation, bankruptcy, arrangement,
receivership, assignment for the benefit of creditors or any other action or
proceeding, or if the business of any such Obligor is dissolved or if
substantially all of the assets of any such Obligor are sold, then, and in any
such event (such events being herein referred to as an “Insolvency
Event”), any payment or distribution of any kind or character, either in
cash, securities or other property, which shall be payable or deliverable upon
or with respect to any Intercompany Indebtedness shall be paid or delivered
directly to the Administrative Agent for application on any of the Guaranteed
Obligations, due or to become due, until such Terminations Conditions shall have
first been satisfied. Should any payment, distribution, security or instrument
or proceeds thereof be received by such Guarantor upon or with respect to the
Intercompany Indebtedness in contravention of the Credit Agreement or after the
occurrence of a Default, including, without limitation, an event described in
Section 8.1(F) or (G) of the Credit Agreement, prior to the
satisfaction of all of the Termination Conditions, such Guarantor shall receive
and hold the same in trust, as trustee, for the benefit of the Holders of
Secured Obligations and shall forthwith deliver the same to the Administrative
Agent, for the benefit of the Holders of Secured Obligations, in precisely the
form received (except for the endorsement or assignment of such Guarantor where
necessary), for application to any of the Guaranteed Obligations, due or not
due, and, until so delivered, the same shall be held in trust by such Guarantor
as the property of the Holders of Secured Obligations. If any Guarantor fails to
make any such endorsement or assignment to the Administrative Agent, the
Administrative Agent or any of its officers or employees are irrevocably
authorized to make the same. Each Guarantor agrees that until the prior and
complete satisfaction of all Termination Conditions, no Guarantor will assign or
transfer to any Person any Intercompany Indebtedness.

8 







     Section 7. Contribution with Respect to Guaranteed
Obligations. 

     (a) To the
extent that any Guarantor shall make a payment under this Guaranty (a
“Guarantor
Payment”) which, taking into
account all other Guarantor Payments then previously or concurrently made by any
other Guarantor, exceeds the amount which otherwise would have been paid by or
attributable to such Guarantor if each Guarantor had paid the aggregate
Guaranteed Obligations satisfied by such Guarantor Payment in the same
proportion as such Guarantor’s “Allocable Amount” (as defined below) (as
determined immediately prior to such Guarantor Payment) bore to the aggregate
Allocable Amounts of each of the Guarantors as determined immediately prior to
the making of such Guarantor Payment, then, following the prior
and complete satisfaction of the Termination Conditions, such Guarantor shall be
entitled to receive contribution and indemnification payments from, and be
reimbursed by, each other Guarantor for the amount of such excess,
pro rata based upon their
respective Allocable Amounts in effect immediately prior to such Guarantor
Payment. 

     (b) As of
any date of determination, the “Allocable Amount” of any Guarantor shall be
equal to the excess of the fair saleable value of the property of such Guarantor
over the total liabilities of such Guarantor (including the maximum amount
reasonably expected to become due in respect of contingent liabilities,
calculated, without duplication, assuming each other Guarantor that is also
liable for such contingent liability pays its ratable share thereof), giving
effect to all payments made by other Guarantors as of such date in a manner to
maximize the amount of such contributions. 

     (c) This
Section 7 is intended only to define the relative rights of
the Guarantors, and nothing set forth in this Section 7 is intended to or shall impair the obligations of the Guarantors,
jointly and severally, to pay any amounts as and when the same shall become due
and payable in accordance with the terms of this Guaranty. 

     (d) The
parties hereto acknowledge that the rights of contribution and indemnification
hereunder shall constitute assets of the Guarantor or Guarantors to which such
contribution and indemnification is owing. 

     (e) The
rights of the indemnifying Guarantors against other Guarantors under this
Section 7 shall be exercisable upon the prior and complete
satisfaction of the Termination Conditions. 

     Section
8.
Limitation of
Guaranty. Notwithstanding any
other provision of this Guaranty, the amount guaranteed by each Guarantor
hereunder shall be limited to the extent, if any, required so that its
obligations hereunder shall not be subject to avoidance under Section 548 of the
Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act,
Uniform Fraudulent Conveyance Act or similar statute or common law. In
determining the limitations, if any, on the amount of any Guarantor’s
obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any
rights of subrogation, indemnification or contribution which such Guarantor may
have under this Guaranty, any other agreement or applicable law shall be taken
into account. 

9 







     Section 9. Stay of Acceleration. If
acceleration of the time for payment of any amount payable by any Borrower or
Subsidiary under the Credit Agreement or any other Transaction Document is
stayed upon the insolvency, bankruptcy or reorganization of any Borrower at any
time while this Guaranty is in effect, all such amounts otherwise subject to
acceleration under the terms of the Credit Agreement or any other Transaction
Document shall nonetheless be payable by each of the Guarantors hereunder
forthwith on demand by the Administrative Agent. 

     Section
10.
Notices. All notices,
requests and other communications to any party hereunder shall be given in the
manner prescribed in Article
XIV of the Credit Agreement, with
respect to the Administrative Agent at its notice address therein and with
respect to any Guarantor at the address set forth below or such other address or
telecopy number as such party may hereafter specify for such purpose by notice
to the Administrative Agent in accordance with the provisions of such
Article XIV. 

Notice Address for
Guarantors: 


	c/o
      Meritor, Inc.
	2135
      West Maple Road
	Troy, Michigan 48084-7186
	Attention: Treasurer
	Telephone No.: 248
      435-1444
	Facsimile No.: 248
      435-1189




     Section
11.
No
Waivers. No failure or delay by
the Administrative Agent or any Holder of Secured Obligations in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies provided in this Guaranty, the Credit Agreement and the other
Transaction Documents shall be cumulative and not exclusive of any rights or
remedies provided by law. 

     Section
12.
Successors and
Assigns. This Guaranty is for the
benefit of the Administrative Agent and the Holders of Secured Obligations and
their respective successors and permitted assigns. In the event of an assignment
of any amounts payable under the Credit Agreement or the other Transaction
Documents in accordance with the respective terms thereof, the rights hereunder,
to the extent applicable to the indebtedness so assigned, may be transferred
with such indebtedness; provided, that any rights
hereunder applicable to any Hedging Obligations or Treasury Obligations may be
assigned only to the extent such Hedging Obligations or Treasury Obligations, as
applicable, are assigned to a Lender or an Affiliate of any Lender. This
Guaranty shall be binding upon each of the Guarantors and their respective
successors and assigns; provided, that no
Guarantor shall have any right to assign its rights or obligations hereunder without the consent of all
of the Lenders, and any such assignment in violation of this Section 12 shall be null and void. 

10 







     Section 13. Changes in
Writing. Other than in connection
with the addition of an additional Subsidiary, which shall become a party hereto
by executing a Supplement hereto in the form attached as Annex I, and subject to Section 11.15(B) of the Credit Agreement, this Guaranty
and any provision hereof may be changed, waived, discharged or terminated only
in a writing signed by each of the Guarantors and the Administrative Agent with
the consent of the Required Lenders under the Credit Agreement (or all of the
Lenders if required pursuant to the terms of Section 9.3 of the Credit
Agreement). 

     Section
14.
GOVERNING
LAW. ANY DISPUTE BETWEEN ANY GUARANTOR AND THE ADMINISTRATIVE AGENT OR ANY
HOLDER OF SECURED OBLIGATIONS ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG SUCH GUARANTOR, THE
ADMINISTRATIVE AGENT AND THE HOLDERS OF SECURED OBLIGATIONS IN CONNECTION WITH
THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN
CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. 

     Section
15.
CONSENT TO
JURISDICTION; SERVICE OF PROCESS; JURY TRIAL; IMMUNITY.

     (A)
NON-EXCLUSIVE
JURISDICTION. EACH GUARANTOR
HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED
STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER
LOAN DOCUMENT, AND EACH GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY HOLDER OF SECURED OBLIGATIONS TO BRING PROCEEDINGS
AGAINST ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL
PROCEEDING BY ANY GUARANTOR AGAINST THE ADMINISTRATIVE AGENT OR ANY HOLDER OF
SECURED OBLIGATIONS OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY HOLDER
OF SECURED OBLIGATIONS INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS GUARANTY OR ANY OTHER LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.


11 







     (B) SERVICE OF
PROCESS. EACH GUARANTOR
WAIVES PERSONAL SERVICE OF ANY PROCESS UPON IT AND IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OF ANY WRITS, PROCESS OR SUMMONSES IN ANY SUIT, ACTION OR
PROCEEDING BY THE MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR ANY HOLDER OF
SECURED OBLIGATIONS BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH
GUARANTOR ADDRESSED TO THE COMPANY AS PROVIDED HEREIN. NOTHING HEREIN SHALL IN
ANY WAY BE DEEMED TO LIMIT THE ABILITY OF THE ADMINISTRATIVE AGENT OR ANY HOLDER
OF SECURED OBLIGATIONS TO SERVE ANY SUCH WRITS, PROCESS OR SUMMONSES IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW. 

     (C)
SERVICE OF
PROCESS ON FOREIGN SUBSIDIARIES.
EACH GUARANTOR WHICH IS A FOREIGN SUBSIDIARY (A “FOREIGN GUARANTOR”) IRREVOCABLY DESIGNATES AND APPOINTS THE
COMPANY, AS ITS AUTHORIZED AGENT, TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF,
SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUIT, ACTION OR
PROCEEDING OF THE NATURE REFERRED TO IN CLAUSE (B) ABOVE. SAID DESIGNATION AND
APPOINTMENT SHALL BE IRREVOCABLE BY EACH SUCH FOREIGN GUARANTOR UNTIL COMPLETE
SATISFACTION OF THE TERMINATION CONDITIONS. EACH FOREIGN GUARANTOR HEREBY
CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING OF THE NATURE
REFERRED TO IN CLAUSE (B) ABOVE BY SERVICE OF PROCESS UPON THE COMPANY AS
PROVIDED IN THIS CLAUSE (C). EACH FOREIGN GUARANTOR IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ALL CLAIM OF ERROR BY REASON OF ANY SUCH
SERVICE IN SUCH MANNER AND AGREES THAT SUCH SERVICE SHALL BE DEEMED IN EVERY
RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH FOREIGN GUARANTOR IN ANY SUCH
SUIT, ACTION OR PROCEEDING AND SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE
TAKEN AND HELD TO BE VALID AND PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO
SUCH FOREIGN GUARANTOR. NOTHING HEREIN WILL AFFECT THE RIGHT OF ANY PARTY HERETO
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. 

     (D)
WAIVER OF JURY TRIAL. EACH GUARANTOR AND THE ADMINISTRATIVE AGENT, FOR
ITSELF AND FOR THE HOLDERS OF SECURED OBLIGATIONS, IRREVOCABLY WAIVES ANY RIGHT
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
GUARANTY OR ANY OTHER LOAN DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH GUARANTOR AND THE
ADMINISTRATIVE AGENT, FOR ITSELF AND FOR THE HOLDERS OF SECURED OBLIGATIONS,
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL
BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY GUARANTOR, THE
ADMINISTRATIVE AGENT OR ANY HOLDER OF SECURED OBLIGATIONS MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS GUARANTY WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF SUCH PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


12 







     (E) IMMUNITY. TO THE EXTENT THAT ANY FOREIGN GUARANTOR HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), EACH
FOREIGN GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS GUARANTY. 

     Section
16.
No Strict
Construction. The parties hereto
have participated jointly in the negotiation and drafting of this Guaranty. In
the event an ambiguity or question of intent or interpretation arises, this
Guaranty shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Guaranty. 

     Section
17.
Taxes; Expenses of
Enforcement, Etc. 

     (A) Taxes. 

          (i)
All payments by any Guarantor to or for the account of the Administrative Agent
or any other Holder of Secured Obligations hereunder or under any promissory
note or application for a Letter of Credit shall be made free and clear of and
without deduction for any and all Taxes. If any Guarantor shall be required by
law to deduct any Taxes from or in respect of any sum payable hereunder to the
Administrative Agent or any other Holder of Secured Obligations, (a) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 17(A)) the Administrative Agent or such other Holder of Secured Obligations (as
the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (b) such Guarantor shall make such deductions, (c)
such Guarantor shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) such Guarantor shall furnish to the
Administrative Agent the original or certified copy of a receipt evidencing
payment thereof within thirty (30) days after such payment is made. 

          (ii)
In addition, the Guarantors hereby agree to pay any present or future stamp or
documentary taxes and any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or from the execution or
delivery of, or otherwise with respect to, this Guaranty (“Other Taxes”). 

13 







          (iii) The Guarantors hereby agree to indemnify the
Administrative Agent and any other Holder of Secured Obligations for the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed by any Governmental Authority on amounts payable under this
Section 17(A)) paid by the Administrative Agent or such other
Holder of Secured Obligations and any liability (including penalties, interest
and expenses) arising therefrom or with respect thereto. Payments due under this
indemnification shall be made within thirty (30) days of the date the
Administrative Agent or such other Holder of Secured Obligations makes demand
therefor. 

          (iv)
By accepting the benefits hereof, each Non-U.S. Lender agrees that it will
comply with Section 2.14(E) of the Credit Agreement. 

     (B)
Expenses of Enforcement, Etc.
Subject to the terms of the
Credit Agreement, the Required Lenders shall have the right at any time after
the occurrence and during the continuance of a Default to direct the
Administrative Agent to commence enforcement proceedings with respect to the
Guaranteed Obligations. In addition to guaranteeing the Borrowers’ expense
reimbursement and indemnification obligations described in Section 10.7 of the
Credit Agreement (and without limiting the same), the Guarantors agree to
reimburse the Administrative Agent and the Holders of Secured Obligations for
any reasonable costs and out-of-pocket expenses (including reasonable attorneys’
and paralegals’ fees and time charges of outside counsel and paralegals for the
Administrative Agent and the Holders of Secured Obligations), paid or incurred
by the Administrative Agent or any Holder of Secured Obligations in connection
with the collection and enforcement of amounts due under this
Guaranty.

     Section
18.
Setoff. At any time after
the occurrence and during the continuance of a Default, each Holder of Secured
Obligations and the Administrative Agent may, without notice to any Guarantor
and regardless of the acceptance of any security or collateral for the payment
hereof, appropriate and apply toward the payment of all or any part of the
Guaranteed Obligations then due and payable (by acceleration or otherwise) (i)
any indebtedness due or to become due from such Holder of Secured Obligations or
the Administrative Agent to any Guarantor, and (ii) any moneys, credits or other
property belonging to any Guarantor, at any time held by or coming into the
possession of such Holder of Secured Obligations or the Administrative Agents.


     Section
19.
Financial
Information. Each Guarantor
hereby assumes responsibility for keeping itself informed of the financial
condition of the Borrowers, the other Guarantors and any and all endorsers
and/or other guarantors of all or any part of the Guaranteed Obligations, and of
all other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations, or any part thereof, that diligent inquiry would reveal, and each
Guarantor hereby agrees that none of the Holders of Secured Obligations or the
Administrative Agent shall have any duty to advise such Guarantor of information
known to any of them regarding such condition or any such circumstances. In the
event any Holder of Secured Obligations or the Administrative Agent, in its sole
discretion, undertakes at any time or from time to time to provide any such
information to a Guarantor, such Holder of Secured Obligations or the
Administrative Agent shall be under no obligation (i) to undertake any
investigation not a part of its regular business routine, (ii) to disclose any
information which such Holder of Secured Obligations or the Administrative
Agent, pursuant to accepted or reasonable commercial finance or banking
practices, wishes to maintain confidential,
(iii) to make any other or future disclosures of such information or any other
information to such Guarantor or (iv) to provide any such information to any
other Guarantor. 

14 







     Section 20. Severability. Wherever
possible, each provision of this Guaranty shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Guaranty shall be prohibited by or invalid under such law, such provision shall
be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Guaranty. 

     Section
21.
Merger. This Guaranty
represents the final agreement of each of the Guarantors with respect to the
matters contained herein and may not be contradicted by evidence of prior or
contemporaneous agreements, or subsequent oral agreements, between the Guarantor
and any Holder of Secured Obligations or the Administrative Agent. 

     Section
22.
Headings. Section headings
in this Guaranty are for convenience of reference only and shall not govern the
interpretation of any provision of this Guaranty. 

     Section
23.
Judgment
Currency. If for the purposes of
obtaining judgment in any court it is necessary to convert a sum due from any
Guarantor hereunder in the currency expressed to be payable herein (the
“specified
currency”) into another
currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with such other currency at the Administrative
Agent’s main New York City office on the Business Day preceding that on which
final, non-appealable judgment is given. The obligations of each Guarantor in
respect of any sum due hereunder shall, notwithstanding any judgment in a
currency other than the specified currency, be discharged only to the extent
that on the Business Day following receipt by any Holder of Secured Obligations
(including the Administrative Agent), as the case may be, of any sum adjudged to
be so due in such other currency such Holder of Secured Obligations (including
the Administrative Agent), as the case may be, may in accordance with normal,
reasonable banking procedures purchase the specified currency with such other
currency. If the amount of the specified currency so purchased is less than the
sum originally due to such Holder of Secured Obligations (including the
Administrative Agent), as the case may be, in the specified currency, each
Guarantor agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Holder of Secured Obligations (including the Administrative Agent), as the case
may be, against such loss, and if the amount of the specified currency so
purchased exceeds (a) the sum originally due to any Holder of Secured
Obligations (including the Administrative Agent), as the case may be, in the
specified currency and (b) amounts shared with other Holders of Secured
Obligations as a result of allocations of such excess as a disproportionate
payment to such other Holder of Secured Obligations under Article XII of the
Credit Agreement, such Holder of Secured Obligations (including the
Administrative Agent), as the case may be, agrees, by accepting the benefits
hereof, to remit such excess to such Guarantor. 

15 







     Section
24.
Swedish
Guarantors.

     (A) Swedish
Companies Act. In respect of any
Guarantors organized under the laws of Sweden (the “Swedish Guarantors”), the obligations of such Guarantors under this
Guaranty shall be limited if (and only if) required by an application of the
provisions of the Swedish Companies Act (Sw: aktiebolagslagen) (2005:551) in
force from time to time regulating the purpose of a company’s business,
prohibited loans and guarantees and distribution of assets (including
profits/dividends) (assuming that all steps open to such Guarantors and all its
shareholders to authorise its obligations under this Guaranty have been taken)
and it is understood that the liability of such Guarantors under this Guaranty
only applies to the extent permitted by the above mentioned provisions of the
Swedish Companies Act.

     (B) Limitations. In respect of any Swedish Guarantor, this Guaranty shall not apply to
Obligations of ArvinMeritor Holdings Mexico, LLC. 

     Section
25.
Luxembourg
Guarantors. 

     (A) Notwithstanding any other provisions of this
Guaranty, any other guaranty entered into in connection with the Credit
Agreement or as a result of the Credit Agreement or any other Loan Document, in
relation to each Guarantor organized under the laws of Luxembourg (the
“Luxembourg
Guarantor”) the maximum
amount payable by that Luxembourg Guarantor under this Guaranty, any other
guaranty entered into in connection with the Credit Agreement or as a result of
the Credit Agreement shall at no time exceed the Maximum Amount (as defined
below) of that Luxembourg Guarantor. 

     (B) The "Maximum Amount" of any
Luxembourg Guarantor means the aggregate of: 


     (i) the outstanding intercompany loans (including
without limitation by way of promissory notes) made directly or indirectly to
that Luxembourg Guarantor which have been funded with moneys received by the
Borrowers under the Credit Agreement; and 

     (ii) an
amount equal to 85% of the greater of (A) that Luxembourg Guarantor's Fair Value
(as defined below) on the date on which a demand is first made on that
Luxembourg Guarantor under this Guaranty after the deduction of any amount
payable or paid in accordance with paragraph (i) above and (B) that Luxembourg
Guarantor's Fair Value (as defined below) at the date of this Agreement after
the deduction of the amount payable or paid in accordance with paragraph (i)
above.

A Luxembourg Guarantor's
"Fair Value" means the market value of the assets of that
Luxembourg Guarantor as reasonably determined by the Administrative Agent as at
a specific date less all existing liabilities (including tax liabilities)
incurred from time to time by that Luxembourg Guarantor and as reflected from
time to time in the books of that Luxembourg Guarantor.


     (C) The obligations and liabilities of any Luxembourg
Guarantor under this Guaranty shall not include any obligation which, if
incurred, would constitute either (a) a misuse of corporate assets as defined
under Article 171-1 of the Luxembourg Company Act of August 10, 1915, as amended
from time to time, (the "Luxembourg Company Act") or (b) financial assistance. 

16 







     (D) No Luxembourg Guarantor shall at any time have any
liability under this Guaranty to the extent that, if it were so liable, it would
contravene any mandatory provision of Luxembourg law. 

     Section
26.
English
Guarantors. Without limitation of
any other provision set forth herein, in the case of any Guarantor organized
under the laws of England and Wales, such Guarantor irrevocably and
unconditional agrees with each Holder of Secured Obligations that if any
Guaranteed Obligation guaranteed by it is or becomes unenforceable, invalid or
illegal, it will, as an independent and primary obligation, indemnify that
Holder of Secured Obligations immediately on demand against any cost, loss or
liability it incurs as a result of a Borrower or any Subsidiary thereof not
paying any amount which would, but for such unenforceability, invalidity or
illegality, have been payable by it under any Loan Document, Hedging Arrangement
or Treasury Agreement on the date when it would have been due. The amount
payable by a Guarantor under this indemnity will not exceed the amount it would
have had to pay under Section 2 if the amount claimed had been recoverable on
the basis of a guarantee. 

     Section
27.
Counterparts. This
Guaranty may be executed in any number of counterparts, all of which taken
together shall constitute one agreement, and any of the parties hereto may
execute this Guaranty by signing any such counterpart. 

     Section
28.
Amendment and
Restatement; No Novation of Existing Guaranty. This Guaranty amends and restates in its
entirety the Existing Guaranty and this Guaranty is in no way intended to
constitute a novation of any obligations owed by the Guarantors to the
Administrative Agent under the Existing Guaranty, all of which are hereby
reaffirmed, ratified and confirmed. 

     Section
29. General
Reaffirmation of Loan Documents.
Each of the undersigned, by its signature below, hereby (a) acknowledges and
consents to the execution and delivery of the Credit Agreement by the parties
thereto and the execution and delivery of each of the instruments, documents and
agreements required in connection therewith, (b) agrees that the Credit
Agreement and the transactions contemplated thereby shall not limit or diminish
the obligations of such Person arising under or pursuant to the Collateral
Documents and the other Loan Documents to which it is a party, (c) reaffirms all
of its obligations under the Loan Documents to which it is a party, (d)
reaffirms all Liens on any collateral (including the Collateral) which have been
granted by it in favor of the Administrative Agent pursuant to any of the Loan
Documents (and any filings made in connection therewith), and (e) acknowledges
and agrees that each Loan Document executed by it remains in full force and
effect and is hereby reaffirmed, ratified and confirmed. 

The remainder of this page
is intentionally blank. 

17 







          IN WITNESS WHEREOF, the Initial Guarantors have
caused this Guaranty to be duly executed by its authorized officer as of the day
and year first above written. 


	ARVIN INNOVATION HOLDINGS, INC.
	ARVIN INNOVATION MANAGEMENT, INC.
	ARVIN INNOVATION MEXICO HOLDINGS II, LLC
	ARVIN INTERNATIONAL HOLDINGS, LLC
	ARVIN REPLACEMENT PRODUCTS FINANCE LLC
	ARVIN TECHNOLOGIES, INC.
	ARVINMERITOR ASSEMBLY, LLC
	ARVINMERITOR BRAKE HOLDINGS, LLC
	ARVINMERITOR FILTERS HOLDING CO., LLC
	ARVINMERITOR FILTERS OPERATING CO., LLC
	ARVINMERITOR HOLDINGS MEXICO, LLC
	ARVINMERITOR HOLDINGS, LLC
	ARVINMERITOR INVESTMENTS, LLC
	ARVINMERITOR OE, LLC
	ARVINMERITOR TECHNOLOGY, LLC
	ARVINMERITOR, INC.
	ARVINYL WEST, INC.
	AVM, INC.
	EUCLID INDUSTRIES, LLC
	GABRIEL EUROPE, INC.
	MAREMONT CORPORATION
	MAREMONT EXHAUST PRODUCTS, INC.
	MERITOR AFTERMARKET USA, LLC
	MERITOR HEAVY VEHICLE BRAKING SYSTEMS (U.S.A.), LLC
	MERITOR HEAVY VEHICLE SYSTEMS (SINGAPORE) PTE., LTD.
	MERITOR HEAVY VEHICLE SYSTEMS (VENEZUELA), INC.
	MERITOR HEAVY VEHICLE SYSTEMS, LLC
	MERITOR, INC. a Nevada Corporation
	MERITOR MANAGEMENT, INC.
	MERITOR TECHNOLOGY, LLC
	MERITOR TRANSMISSION CORPORATION
	ROOF SYSTEMS USA, INC.
	 
	 
	By:
      /s/ Carl D. Anderson,
      II
	Name: Carl D. Anderson, II
	Title: Treasurer





Signature Page
to
Amended and Restated
Subsidiary Guaranty 








	ARVIN EUROPEAN HOLDINGS (UK) LIMITED
	 
	 
	By:
      /s/ John A.
    Crable
	Name: John A. Crable
	Title: Director
	 
	ARVIN HOLDINGS NETHERLANDS B.V.
	 
	 
	By:
      /s/ John A.
    Crable
	Name: John A. Crable
	Title: Managing Director
	 
	MERITOR NETHERLANDS B.V.
	 
	 
	By:
      /s/ John A.
    Crable
	Name: John A. Crable
	Title: Managing Director
	 
	ARVINMERITOR LIMITED
	 
	 
	By:
      /s/ Kevin
    Nowlan
	Name: Kevin Nowlan
	Title: Director
	 
	ARVINMERITOR SWEDEN AB
	 
	 
	By:
      /s/ Kevin
    Nowlan
	Name: Kevin Nowlan
	Title: Director
	 
	MERITOR HOLDINGS NETHERLANDS B.V.
	 
	 
	By:
      /s/ John A.
    Crable
	Name: John A. Crable
	Title: Managing Director





Signature Page
to
Amended and Restated
Subsidiary Guaranty 








	MERITOR LUXEMBOURG S.A.R.L.
	 
	 
	By:
      /s/ Carl D. Anderson,
      II
	Name: Carl D. Anderson, II
	Title: Attorney-in-Fact





Signature Page
to
Amended and Restated
Subsidiary Guaranty 







IN
WITNESS whereof the Initial
Guarantor has executed this Guaranty as a deed the day and year first above
written. 

	EXECUTED AS A DEED 
ARVIN CAYMAN ISLANDS, LTD.	  by  	)  	  /s/ Carl D.
      Anderson, II
		)	  Duly Authorised Signatory
			)	  	
			)	  Name:     	  Carl D.
      Anderson, II
			)	 	
			)	  Title:	  Treasurer
			)		



in the presence
of:

	 
	  /s/ Mary Lou
      Patterson
	  Signature of Witness
	 
	  Name:	Mary Lou
    Patterson
		 
	  Address:	2135
      W. Maple Rd. Troy, MI
		48084
		 
	  Occupation: 	Legal
  Assistant
		 
	
        (Note:
      These details are to be completed in the witness's 
  own
      hand writing.)





Signature Page
to
Amended and Restated
Subsidiary Guaranty 







IN
WITNESS whereof the Initial
Guarantor has executed this Guaranty as a deed the day and year first above
written. 

	EXECUTED AS A DEED 
MERITOR CAYMAN ISLANDS, LTD.	  by  	)  	  /s/ Carl D.
      Anderson, II
		)	  Duly Authorised Signatory
			)	  	
			)	  Name:     	  Carl D.
      Anderson, II
			)	 	
			)	  Title:	  Treasurer
			)		



in the presence of:


	 
	  /s/ Mary Lou
      Patterson
	  Signature of Witness
	 
	  Name:	Mary Lou
    Patterson
		 
	  Address:	2135
      W. Maple Rd. Troy, MI
		48084
		 
	  Occupation: 	Legal
  Assistant
		 
	
        (Note:
      These details are to be completed in the witness's 

  own hand
      writing.)





Signature Page
to
Amended and Restated Subsidiary Guaranty







Acknowledged and Agreed to
as of the date first written above: 

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent 

	 
	By:
      /s/ Robert P.
      Kellas
	Name: Robert P. Kellas
	Title: Executive Director




Signature Page
to
Amended and Restated
Subsidiary Guaranty 







ANNEX I TO GUARANTY


     Reference is hereby made to the Amended and Restated Subsidiary Guaranty
(as the same may be amended, restated, supplemented or otherwise modified from
time to time, the “Guaranty”), dated as
of April 23, 2012, made by certain Subsidiaries of Meritor, Inc., an Indiana
corporation (formerly known as ArvinMeritor, Inc.) (each an “Initial Guarantor”, and together with any additional Subsidiaries
which become parties to this Guaranty by executing a Supplement hereto in the
form attached hereto as Annex
I, the “Guarantors”), in favor of JPMorgan Chase Bank, N.A., as the
Administrative Agent for the benefit of itself, the Lenders and the other
Holders of Secured Obligations (in each case, under the Credit Agreement). Each
capitalized term used herein and not defined herein shall have the meaning given
to it in the Guaranty.

     By its
execution below, the undersigned, [NAME OF NEW
GUARANTOR], a [corporation] [partnership] [limited liability company], agrees to become,
and does hereby become, a Guarantor under the Guaranty and agrees to be bound by
such Guaranty as if originally a party thereto. By its execution below, the
undersigned represents and warrants as to itself that all of the representations
and warranties contained in Section 1 of the Guaranty
are true and correct in all respects as of the date hereof. 

     IN WITNESS
WHEREOF, [NAME OF NEW GUARANTOR], a [corporation] [partnership] [limited liability company] has executed and
delivered this Annex I counterpart to the Guaranty as of this __________ day of
_________, ____. 



	[NAME OF NEW GUARANTOR]	
	 	
	 	
	By: 	 	
	Name:	
	Title: