Common use of Reporting and Transfer Holdback Clause in Contracts

Reporting and Transfer Holdback. (i) If at any time, the GUC Trust Administrator determines that the amount of unspent Other GUC Trust Administrative Cash designated for the satisfaction of Reporting and Transfer Costs is insufficient to satisfy current and projected future Reporting and Transfer Costs, the GUC Trust Administrator may, with the approval of the GUC Trust Monitor, reserve an amount, or increase the amount previously reserved, of GUC Trust Distributable Assets whose proceeds upon liquidation would be sufficient to satisfy such Reporting and Transfer Costs (the “Reporting and Transfer Holdback”). (ii) If at any time, the GUC Trust Administrator determines (which such determination shall be made no more frequently than once per calendar quarter) that the value of the expected proceeds, upon liquidation, of the assets which make up the Reporting and Transfer Holdback, together with the Other GUC Trust Administrative Cash designated for Reporting and Transfer Costs is materially greater than the amount which will be reasonably necessary to satisfy current and projected Reporting and Transfer Costs of the GUC Trust, the GUC Trust Administrator shall, with the approval of the GUC Trust Monitor, but without the need to seek or obtain approval of the Bankruptcy Court release from the Reporting and Transfer Holdback an amount of GUC Trust Distributable Assets whose proceeds upon liquidation would be equal to the size of such excess. (iii) To the extent necessary to satisfy in full the current and projected future Reporting and Transfer Costs, the GUC Trust Administrator may, in consultation with the GUC Trust Monitor and upon approval by the Bankruptcy Court in accordance with the provisions of Section 6.1(b)(iv), liquidate (or request that the Debtors liquidate, in accordance with Section 2.3(f) hereof) all or a portion of the Reporting and Transfer Holdback and designate the Cash proceeds thereof to the satisfaction of current or projected future Reporting and Transfer Costs.

Reporting and Transfer Holdback. (i) If at any time, the GUC Trust Administrator determines that the amount of unspent Other GUC Trust Administrative Cash designated for the satisfaction of Reporting and Transfer Costs is insufficient to satisfy current and projected future Reporting and Transfer Costs, the GUC Trust Administrator may, with the approval of the GUC Trust Monitor, reserve an amount, or increase the amount previously reserved, of GUC Trust Distributable Assets whose proceeds upon liquidation that would be sufficient to satisfy such Reporting and Transfer Costs (the “Reporting and Transfer Holdback”). (ii) If at any time, the GUC Trust Administrator determines (which such determination shall be made no more frequently than once per calendar quarter) that the value of the expected proceeds, upon liquidation, of the assets which make up the Reporting and Transfer Holdback, together with the Other GUC Trust Administrative Cash designated for Reporting and Transfer Costs is materially greater than the amount which will be reasonably necessary to satisfy current and projected Reporting and Transfer Costs of the GUC Trust, the GUC Trust Administrator shall, with the approval of the GUC Trust Monitor, but without the need to seek or obtain approval of the Bankruptcy Court release from the Reporting and Transfer Holdback an amount of GUC Trust Distributable Assets whose proceeds upon liquidation value would be equal to the size of such excess. (iii) To the extent necessary to satisfy in full the current and projected future Reporting and Transfer Costs, the GUC Trust Administrator may, in consultation with the GUC Trust Monitor and upon approval by the Bankruptcy Court in accordance with the provisions of Section 6.1(b)(iv), redesignate (if cash) or liquidate and designate (if New GM Securities), or request that the Debtors liquidate, liquidate (in accordance with Section 2.3(f) hereof) ), all or a portion of the Reporting and Transfer Holdback and designate the Cash proceeds thereof to the satisfaction of satisfy current or projected future Reporting and Transfer Costs.

Reporting and Transfer Holdback. (i) If As promptly as practicable following the transfer of the GUC Trust Assets to the GUC Trust pursuant to Section 2.3 of this Trust Agreement, the GUC Trust Administrator shall reserve from the GUC Trust Securities Assets an amount of GUC Trust Distributable Assets whose expected Cash proceeds upon liquidation are estimated, as at the time of transfer, to be approximately, but in no event more than, $[5] million (together with the GUC Trust Distributable Assets reserved pursuant to Section 6.1(c)(iii), the “Reporting and Transfer Holdback”). (ii) As promptly as practicable following the creation of the Reporting and Transfer Holdback pursuant to Section 6.1(c)(i), the GUC Trust Administrator shall, without the need to seek or obtain approval of the GUC Trust Monitor or the Bankruptcy Court, liquidate all or a portion of the Reporting and Transfer Holdback such that the Cash proceeds thereof will approximate, but will in no event be more than $[5] million and designate such Cash proceeds to satisfy current or future Reporting and Transfer Costs. (iii) If, at any time, the GUC Trust Administrator determines that the amount unspent Cash proceeds following the liquidation of unspent Other GUC Trust Administrative Cash designated for the satisfaction of Reporting and Transfer Costs is insufficient Holdback, together with expected Cash proceeds, upon liquidation of the assets which make up any remaining unliquidated portion (if any) of the Reporting and Transfer Holdback, are not reasonably likely to be adequate to satisfy current and projected future Reporting and Transfer Costs, the GUC Trust Administrator may, with the approval of the GUC Trust Monitor, reserve from the GUC Trust Distributable Assets an amount, or increase the amount previously reserved, of GUC Trust Distributable Assets whose proceeds upon liquidation would be sufficient to satisfy such Reporting and Transfer Costs (Costs, which reserved GUC Trust Distributable Assets shall be added to the “Reporting and Transfer Holdback”). (iiiv) In addition to liquidation pursuant to Section 6.1(c)(ii), to the extent necessary to satisfy in full the current and Projected Reporting and Transfer Costs, the GUC Trust Administrator may, in consultation with the GUC Trust Monitor and upon approval by the Bankruptcy Court in accordance with the provisions of Section 6.1(b)(iv), liquidate all or a portion of the Reporting and Transfer Holdback and allocate the Cash proceeds thereof to the satisfaction of current or projected future Reporting and Transfer Costs. (v) If at any time, the GUC Trust Administrator determines (which such determination shall be made no more frequently than once per calendar quarter) that the value of the expected proceeds, upon liquidation, of the assets which make up the Reporting and Transfer Holdback, together with the Other GUC Trust Administrative Cash designated for Reporting and Transfer Costs Holdback is materially greater than the amount which will be reasonably necessary to satisfy current and projected Reporting and Transfer Costs of the GUC Trust, the GUC Trust Administrator shall, with the approval of the GUC Trust Monitor, but without the need to seek or obtain approval of the Bankruptcy Court release from the Reporting and Transfer Holdback an amount of GUC Trust Distributable Assets whose proceeds upon liquidation would be equal to the size of such excess. (iii) To the extent necessary to satisfy in full the current and projected future Reporting and Transfer Costs, the GUC Trust Administrator may, in consultation with the GUC Trust Monitor and upon approval by the Bankruptcy Court in accordance with the provisions of Section 6.1(b)(iv), liquidate (or request that the Debtors liquidate, in accordance with Section 2.3(f) hereof) all or a portion of the Reporting and Transfer Holdback and designate the Cash proceeds thereof to the satisfaction of current or projected future Reporting and Transfer Costs.