Common use of Transfer of Certain Membership Interests by GM to the U.S. Treasury Clause in Contracts

Transfer of Certain Membership Interests by GM to the U.S. Treasury. Notwithstanding anything to the contrary in this Agreement, the terms of this Article IX and the other provisions of this Agreement that operate as restrictions or limitations on Transfers of Membership Interests (including Section 7.10) or that give non-transferring Members rights in connection with Transfers of Membership Interests, other than the publicly traded partnership limitations contained in Section 9.5, shall not apply to any Transfer of Membership Interests by GM or any of its Affiliates to the U.S. Department of the Treasury or its designee (including any trust or trustee), and GM and its Affiliates shall be permitted to Transfer any such Membership Interests to the U.S. Department of the Treasury or such designee; provided, however, that if the Transferee of any such Membership Interests is not then a Member, GM and its Affiliates shall use their reasonable best efforts to cause such Transferee to furnish to the Board of Managers (a) a joinder agreement pursuant to which such Transferee agrees to be bound by the terms and conditions of this Agreement and (b) such other documents or instruments as may be necessary or appropriate to effect such Transferee’s admission as a Member, which joinder agreement, documents and instruments shall be in form and substance reasonably satisfactory to the Board of Managers; provided, further, however, that if such Transferee does not furnish any such joinder agreement or other documents or instruments, such Transferee shall nonetheless be bound by all of the terms and conditions of this Agreement in accordance with Section 18-101 of the Act as if such Transferee had executed such agreement or other documents or instruments.

Transfer of Certain Membership Interests by GM to the U.S. Treasury. Notwithstanding anything to the contrary in this Agreement, the terms of this Article IX and the other provisions of this Agreement that operate as restrictions or limitations on Transfers of Membership Interests (including Section 7.10) or that give non-transferring Members rights in connection with Transfers of Membership Interests, other than the publicly traded partnership limitations contained in Section 9.59.6, shall not apply to any Transfer of Membership Interests by GM or any of its Affiliates to the U.S. Department of the Treasury or its designee (including any trust or trustee), and GM and its Affiliates shall be permitted to Transfer any such Membership Interests to the U.S. Department of the Treasury or such designee; provided, however, that if the Transferee transferee of any such Membership Interests is not then a Member, GM and its Affiliates such transferee shall use their reasonable best efforts to cause such Transferee to first furnish to the Board of Managers (a) a joinder agreement pursuant to which such Transferee transferee agrees to be bound by the terms and conditions of this Agreement and (b) such other documents or instruments as may be necessary or appropriate to effect such Transfereetransferee’s admission as a Member, which joinder agreement, documents and instruments shall be in form and substance reasonably satisfactory to the Board of Managers; provided, further, however, that if such Transferee does not furnish any such joinder agreement or other documents or instruments, such Transferee shall nonetheless be bound by all of the terms and conditions of this Agreement in accordance with Section 18-101 of the Act as if such Transferee had executed such agreement or other documents or instruments.

Transfer of Certain Membership Interests by GM to the U.S. Treasury. Notwithstanding anything to the contrary in this Agreement, the terms of this Article IX and the other provisions of this Agreement that operate as restrictions or limitations on Transfers of Membership Interests (including Section 7.10) or that give non-transferring Members rights in connection with Transfers of Membership Interests, other than the publicly traded partnership limitations contained in Section 9.5, shall not apply to any Transfer of Membership Interests by GM or any of its Affiliates Affiliates, the GM Trust or the Treasury Trust to the U.S. Department of the Treasury or its designee (including any trust or trustee), and GM and its Affiliates Affiliates, the GM Trust and the Treasury Trust shall be permitted to Transfer any such Membership Interests to the U.S. Department of the Treasury or such designee; provided, however, that if the Transferee of any such Membership Interests is not then a Member, GM and or its Affiliates Affiliates, the GM Trust, or the Treasury Trust, as applicable, shall use their its reasonable best efforts to cause such Transferee to furnish to the Board of Managers (a) a joinder agreement pursuant to which such Transferee agrees to be bound by the terms and conditions of this Agreement and (b) such other documents or instruments as may be necessary or appropriate to effect such Transferee’s admission as a Member, which joinder agreement, documents and instruments shall be in form and substance reasonably satisfactory to the Board of Managers; provided, further, however, that if such Transferee does not furnish any such joinder agreement or other documents or instruments, such Transferee shall nonetheless be bound by all of the terms and conditions of this Agreement in accordance with Section 18-101 of the Act as if such Transferee had executed such agreement or other documents or instruments.

Transfer of Certain Membership Interests by GM to the U.S. Treasury. Notwithstanding anything to the contrary in this Agreement, the terms of this Article IX and the other provisions of this Agreement that operate as restrictions or limitations on Transfers of Membership Interests (including Section 7.10) or that give non-transferring Members rights in connection with Transfers of Membership Interests, other than the publicly traded partnership limitations contained in Section 9.5, shall not apply to any Transfer of Membership Interests by GM or any of its Affiliates to the U.S. Department of the Treasury or its designee (including any trust or trustee), and GM and its Affiliates shall be permitted to Transfer any such Membership Interests to the U.S. Department of the Treasury or such designee; provided, however, that if the Transferee transferee of any such Membership Interests is not then a Member, GM and its Affiliates shall use their reasonable best efforts to cause such Transferee transferee to furnish to the Board of Managers (a) a joinder agreement pursuant to which such Transferee transferee agrees to be bound by the terms and conditions of this Agreement and (b) such other documents or instruments as may be necessary or appropriate to effect such Transfereetransferee’s admission as a Member, which joinder agreement, documents and instruments shall be in form and substance reasonably satisfactory to the Board of Managers; provided, further, however, that if such Transferee transferee does not furnish any such joinder agreement or other documents or instruments, such Transferee transferee shall nonetheless be bound by all of the terms and conditions of this Agreement in accordance with Section 18-101 of the Act as if such Transferee transferee had executed such agreement or other documents or instruments.