Common use of Prohibited Transaction Exemptions Clause in Contracts

Prohibited Transaction Exemptions. The parties agree that the assets of the TAA and LLC shall not be “plan assets” of the New Plan and New VEBA until actual transfer or payment to the New VEBA. The UAW, GM, and the Class and Class Counsel acknowledge that the instrument establishing the TAA and communications to the Class regarding the TAA, shall be consistent with the principles set forth in DOL Advisory Opinions 92-02A, 92-24 and 94-31A so as to avoid the assets in the TAA being deemed “plan assets” within the meaning of ERISA. If GM determines that the assets in the TAA and/or LLC as described in Section 7 of this Settlement Agreement are likely to be deemed “plan assets,” GM will apply for a prohibited transaction exemption from the DOL to permit the acquisition and holding of the employer security in the TAA and/or LLC. The UAW, the Class and Class Counsel will fully cooperate with GM in securing any such legal or regulatory approvals. If GM elects to transfer the Convertible Note or the Alternative Convertible Note to the New VEBA and such note is not a qualifying employer security, and/or if the Derivative Contracts are not qualifying employer securities, GM and the New VEBA timely will apply for a prohibited transaction exemption from the DOL to permit the New VEBA to acquire and hold such securities. Similarly, if qualifying employer securities and employer real property would exceed 10 percent of the total assets in the New VEBA immediately after transfer of the Convertible Note or the Alternative Convertible Note and the Derivative Contracts to the New VEBA, then GM and the New VEBA timely will apply for a prohibited transaction exemption to permit the New VEBA to acquire and hold such securities. The UAW, the Class and Class Counsel will fully cooperate with GM and the New VEBA in securing any such legal or regulatory approvals. If GM and the New VEBA cannot timely obtain any necessary exemptions, the parties will meet and discuss an appropriate alternative which provides equivalent economic value to the New VEBA.

Prohibited Transaction Exemptions. The parties agree that the assets of the TAA and the LLC shall not be “plan assets” of the New Plan and New VEBA unless and until actual transfer or payment to the New VEBA. The UAW, GMFord, and the Class and Class Counsel acknowledge that the instrument establishing the TAA and communications to the Class regarding the TAA, shall be consistent with the principles set forth in DOL Advisory Opinions 92-02A, 92-24 and 94-31A so as to avoid the assets in the TAA being deemed “plan assets” within the meaning of ERISA. If GM Ford determines that the assets in the TAA and/or the LLC as described in Section 7 of this Settlement Agreement are likely to be deemed “plan assets,” GM will Ford shall apply for a prohibited transaction exemption from the DOL to permit the acquisition and holding of the employer security in the TAA and/or the LLC. The UAW, the Class and Class Counsel will shall fully cooperate with GM Ford in securing any such legal or regulatory approvals. If GM Ford elects to transfer New Note A, New Note B, the Convertible Note or the Alternative Convertible Note Warrants and any Payment Shares to the New VEBA and such note is not a qualifying employer security, and/or if the Derivative Contracts notes and securities are not qualifying employer securities, GM Ford and the New VEBA timely will apply for shall have received a prohibited transaction exemption or reasonable assurance of retroactive regulatory relief reasonably satisfactory to Ford and the New VEBA from the DOL to that would permit the New VEBA to acquire and hold such notes and securities. Similarly, if qualifying employer securities and employer real property would exceed 10 percent of the total assets in the New VEBA immediately after transfer of New Note A, New Note B, the Convertible Note or the Alternative Convertible Note Warrants and the Derivative Contracts any Payment Shares to the New VEBA, then GM Ford and the New VEBA timely will apply for shall have received a prohibited transaction exemption or reasonable assurance of retroactive regulatory relief reasonably satisfactory to Ford and the New VEBA from the DOL to permit the New VEBA to acquire and hold such notes and securities. The UAW, the Class and Class Counsel will shall fully cooperate with GM Ford and the New VEBA in securing any such necessary legal or regulatory approvals. If GM Ford and the New VEBA cannot timely obtain any necessary exemptionseither a prohibited transaction exemption or reasonable assurance of retroactive regulatory relief reasonably satisfactory to Ford and the New VEBA prior to November 30, 2009, (i) the parties will shall meet and discuss seek to agree upon an appropriate appropriate, mutually satisfactory alternative which provides that is (A) economically equivalent economic in value to the New VEBAVEBA and to Ford and (B) that does not constitute a prohibited transaction under ERISA (an “Equivalent Payment Structure”) and (ii) the parties shall be authorized without further order of the Court to adopt such Equivalent Payment Structure, in satisfaction of their rights and obligations hereunder.

Prohibited Transaction Exemptions. The parties agree that the assets of the TAA and the LLC shall not be “plan assets” of the New Plan and New VEBA unless and until actual transfer or payment to the New VEBA. The UAW, GMFord, and the Class and Class Counsel acknowledge that the instrument establishing the TAA and communications to the Class regarding the TAA, shall be consistent with the principles set forth in DOL Advisory Opinions 92-02A, 92-24 and 94-31A so as to avoid the assets in the TAA being deemed “plan assets” within the meaning of ERISA. If GM Ford determines that the assets in the TAA and/or the LLC as described in Section 7 of this Settlement Agreement are likely to be deemed “plan assets,” GM will Ford shall apply for a prohibited transaction exemption from the DOL to permit the acquisition and holding of the employer security in the TAA and/or the LLC. The UAW, the Class and Class Counsel will shall fully cooperate with GM Ford in securing any such legal or regulatory approvals. 27 If GM Ford elects to transfer the Convertible Note and the Term Note or the any Alternative Convertible Note to the New VEBA and such note is not a qualifying employer security, and/or if the Derivative Contracts notes are not qualifying employer securities, GM Ford and the New VEBA timely will shall apply for a prohibited transaction exemption from the DOL to permit the New VEBA to acquire and hold such securities. Similarly, if qualifying employer securities and employer real property would exceed 10 percent of the total assets in the New VEBA immediately after transfer of the Convertible Note or the Alternative Convertible Note and the Derivative Contracts Term Note or an Alternative Note for such notes to the New VEBA, then GM Ford and the New VEBA timely will shall apply for a prohibited transaction exemption to permit the New VEBA to acquire and hold such securities. The UAW, the Class and Class Counsel will shall fully cooperate with GM Ford and the New VEBA in securing any such legal or regulatory approvals. If GM Ford and the New VEBA cannot timely obtain any necessary exemptions, the parties will shall meet and discuss an appropriate alternative which provides equivalent economic value to the New VEBA.

Prohibited Transaction Exemptions. The parties agree that the assets of the TAA and the LLC shall not be “plan assets” of the New Plan and New VEBA unless and until actual transfer or payment to the New VEBA. The UAW, GMFord, and the Class and Class Counsel acknowledge that the instrument establishing the TAA and communications to the Class regarding the TAA, shall be consistent with the principles set forth in DOL Advisory Opinions 92-02A, 92-24 and 94-31A so as to avoid the assets in the TAA being deemed “plan assets” within the meaning of ERISA. If GM Ford determines that the assets in the TAA and/or the LLC as described in Section 7 of this Settlement Agreement are likely to be deemed “plan assets,” GM will Ford shall apply for a prohibited transaction exemption from the DOL to permit the acquisition and holding of the employer security in the TAA and/or the LLC. The UAW, the Class and Class Counsel will shall fully cooperate with GM Ford in securing any such legal or regulatory approvals. If GM Ford elects to transfer the Convertible Note and the Term Note or the any Alternative Convertible Note to the New VEBA and such note is not a qualifying employer security, and/or if the Derivative Contracts notes are not qualifying employer securities, GM Ford and the New VEBA timely will shall apply for a prohibited transaction exemption from the DOL to permit the New VEBA to acquire and hold such securities. Similarly, if qualifying employer securities and employer real property would exceed 10 percent of the total assets in the New VEBA immediately after transfer of the Convertible Note or the Alternative Convertible Note and the Derivative Contracts Term Note or an Alternative Note for such notes to the New VEBA, then GM Ford and the New VEBA timely will shall apply for a prohibited transaction exemption to permit the New VEBA to acquire and hold such securities. The UAW, the Class and Class Counsel will shall fully cooperate with GM Ford and the New VEBA in securing any such legal or regulatory approvals. If GM Ford and the New VEBA cannot timely obtain any necessary exemptions, the parties will shall meet and discuss an appropriate alternative which provides equivalent economic value to the New VEBA.