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

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

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

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

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

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

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

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

Notwithstanding any of the foregoing, the following provisions apply: Located adjacent to the 5 acres there are 5 acres of vineyards, which is not part of the rental area. Tenant not to disturb to cause any harm to the vineyard. Rent will increase to $.50 per sq. ft on cultivation area upon approval of certificate of occupancy with a 3% increase each subsequent year to follow.

Additional Terms. Except as provided in this letter agreement, the Employment Agreement remains in full force and effect. This letter agreement will be governed by and construed under the laws of the State of California (except for its conflict of laws provisions). This letter agreement (together with the Option Agreement and the Employment Agreement) contain the entire agreement of you and the Company with the matters described therein. This letter agreement may not be modified or changed except by a writing duly executed by you and an authorized officer or director of the Company.