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.

Each of EWP, SMC, Global Merchant Corp., a British Columbia, Canada corporation and an Affiliate of EWP (“GMC”) and Sterling Investment Corp, an Affiliate of EWP (“SIC”), shall forgive all loans made EWP, SMC, GMC or SIC to the Company, pursuant to loan forgiveness agreements in form and substance as reasonably agreed by the Parties (the “Loan Forgiveness Agreements”).

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.

Waivers by Borrowers and Guarantors. Borrowers and Guarantors hereby waive any rights any Borrower or any Guarantor may have upon payment in full of the Obligations to require Administrative Agent to terminate its security interest in the Collateral, other collateral or in any other property of any Borrower or any Guarantor until termination of the Credit Agreement in accordance with its terms and the execution by each Borrower and each Guarantor of an agreement indemnifying Administrative Agent from any loss or damage Administrative Agent may incur as the result of dishonored checks or other items of payment received by Administrative Agent from any Loan Party or any account debtor and applied to the obligations and releasing and indemnifying, in the same manner as described in [Section 8.6] of this Agreement, the Releasees from all claims arising on or before the date of such termination. Borrowers and Guarantors each acknowledge that the foregoing waiver is a material inducement to Administrative Agent in entering this Agreement and that Administrative Agent is relying upon the foregoing waiver in its future dealings with Borrowers and Guarantors.

Acknowledgements and Consent of Guarantors. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Note Agreement, the Notes, the AI Guaranty Agreement and this Amendment and consents to the amendments to the Note Agreement effected pursuant to this Amendment. Each Guarantor confirms that it will continue to guarantee the obligations to the fullest extent in accordance with the AI Guaranty Agreement and acknowledges and agrees that: # the AI Guaranty Agreement shall continue in full force and effect and that its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; and (b)(i) notwithstanding the conditions to effectiveness hereof, such Guarantor is not required by the terms of the Note Agreement, the Notes or the AI Guaranty Agreement to consent to the amendments to the Note Agreement effected pursuant to this Amendment; and # nothing in the Note Agreement, the Notes or the AI Guaranty Agreement shall be deemed to require the consent of any such Guarantor to any future amendments to the Note Agreement.

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:

“Global Tranche Percentage” means, with respect to any Global Tranche Lender at any time, the percentage of the aggregate Global Tranche Commitments represented by such Global Tranche Lender’s Global Tranche Commitment at such time; provided that in the case of Section 2.21 when a Defaulting Lender shall exist, “Global Tranche Percentage” shall mean the percentage of the total Global Tranche Commitments (disregarding any Defaulting Lender’s Global Tranche Commitment) represented by such Lender’s Global Tranche Commitment. If the Global Tranche Commitments have expired or been terminated, the Global Tranche Percentages shall be determined on the basis of the Global Tranche Commitments most recently in effect, giving effect to any assignments.

Officer’s Certificate of the Subsidiary Guarantors. Each Subsidiary Guarantor shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in [Sections 4.1(b), 4.2 and 4.9]9]9] have been fulfilled.

“Global Tranche Lending Office” means, with respect to any Global Tranche Lender, such office(s) as such Lender (or any Affiliate of such Lender) shall have specified from time to time as its “Global Tranche Lending Office(s)” by notice to the Company and the Administrative Agent. A Global Tranche Lender may designate different Global Tranche Lending Offices for Loans to Global Tranche Borrowers in different jurisdictions.

at Global Banking and Markets, Global Markets, or Global Banking, if you are a senior business leader within the applicable group;